Quanterix Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) QUANTERIX CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 76,508 $ 56,709 Marketable securities 190,369 232,413 Accounts receivable, net of allowance for expected credit losses 28,258 32,141 Inventory 31,028 32,775 Prepaid expenses and other current assets 8,839 9,556 Total current assets 335,002 363,594 Restricted cash 2,639 2,610 Property and equipment, net 16,457 17,150 Intangible assets, net 16,520 4,031 Goodwill 6,574 — Operating lease right-of-use assets 15,971 16,339 Other non-current assets 3,349 2,809 Total assets $ 396,512 $ 406,533 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,731 $ 6,953 Accrued compensation and benefits 6,308 12,620 Accrued expenses and other current liabilities 13,314 8,851 Deferred revenue 9,102 8,827 Operating lease liabilities 4,940 4,756 Total current liabilities 40,395 42,007 Deferred revenue, net of current portion 1,098 1,073 Operating lease liabilities, net of current portion 31,467 32,615 Non-current portion of contingent consideration 6,337 — Other non-current liabilities 822 800 Total liabilities 80,119 76,495 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock: $ 0.001 par value per share; Authorized: 120,000 shares; Issued and outstanding: 38,801 and 38,544 shares at March 31, 2025 and December 31, 2024, respectively 39 39 Additional paid-in capital 808,760 803,160 Accumulated other comprehensive loss ( 1,821 ) ( 3,080 ) Accumulated deficit ( 490,585 ) ( 470,081 ) Total stockholders’ equity 316,393 330,038 Total liabilities and stockholders’ equity $ 396,512 $ 406,533 The accompanying notes are an integral part of these Consolidated Financial Statements. 4 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data) Three Months Ended March 31, 2025 2024 Revenues: Product revenue $ 20,739 $ 19,670 Service and other revenue 8,763 11,967 Collaboration and license revenue 771 155 Grant revenue 60 274 Total revenues 30,333 32,066 Costs of goods sold and services: Cost of product revenue 9,764 8,237 Cost of service and other revenue 4,154 5,281 Total costs of goods sold and services 13,918 13,518 Gross profit 16,415 18,548 Operating expenses: Research and development 10,036 6,742 Selling, general and administrative 32,457 26,039 Other lease costs 288 924 Total operating expenses 42,781 33,705 Loss from operations ( 26,366 ) ( 15,157 ) Other income (expense): Interest income 3,267 3,948 Change in fair value of contingent consideration ( 379 ) — Other income 61 226 Loss before income taxes ( 23,417 ) ( 10,983 ) Income tax benefit (expense) 2,913 ( 180 ) Net loss $ ( 20,504 ) $ ( 11,163 ) Net loss per common share, basic and diluted $ ( 0.53 ) $ ( 0.29 ) Weighted-average common shares outstanding, basic and diluted 38,718 38,126 The accompanying notes are an integral part of these Consolidated Financial Statements. 5 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (amounts in thousands) Three Months Ended March 31, 2025 2024 Net loss $ ( 20,504 ) $ ( 11,163 ) Other comprehensive income (loss), net of tax: Unrealized loss on marketable securities ( 8 ) ( 607 ) Foreign currency translation 1,267 ( 674 ) Total other comprehensive income (loss) 1,259 ( 1,281 ) Comprehensive loss $ ( 19,245 ) $ ( 12,444 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 6 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 20,504 ) $ ( 11,163 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 2,188 1,523 Credit losses on accounts receivable 53 73 Accretion of marketable securities ( 979 ) ( 1,657 ) Operating lease right-of-use asset amortization 561 478 Stock-based compensation expense 5,462 5,265 Change in fair value of contingent consideration 379 — Other operating activity ( 412 ) 55 Changes in assets and liabilities: Accounts receivable 4,329 ( 4,130 ) Inventory 2,085 ( 2,531 ) Prepaid expenses and other current assets 421 ( 281 ) Other non-current assets ( 502 ) ( 33 ) Accounts payable 399 ( 1,057 ) Accrued compensation and benefits, accrued expenses, and other current liabilities ( 3,517 ) ( 6,200 ) Deferred revenue 299 472 Operating lease liabilities ( 1,157 ) ( 988 ) Other non-current liabilities ( 2,993 ) 10 Net cash used in operating activities ( 13,888 ) ( 20,164 ) Cash flows from investing activities: Purchases of marketable securities ( 30,246 ) ( 137,889 ) Proceeds from sales and maturities of marketable securities 73,261 29,200 Purchases of property and equipment ( 1,256 ) ( 506 ) Acquisition, net of cash acquired ( 8,997 ) — Net cash provided by (used in) investing activities 32,762 ( 109,195 ) Cash flows from financing activities: Proceeds from common stock issued under stock plans 668 2,037 Payments for employee taxes withheld on stock-based compensation awards ( 575 ) ( 1,438 ) Net cash provided by financing activities 93 599 Net increase (decrease) in cash, cash equivalents, and restricted cash 18,967 ( 128,760 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 861 ( 380 ) Cash, cash equivalents, and restricted cash at beginning of period 59,319 177,026 Cash, cash equivalents, and restricted cash at end of period $ 79,147 $ 47,886 Supplemental disclosure of cash flow information: Cash paid for taxes $ 505 $ 175 Purchases of property and equipment in accounts payable and accrued expenses $ 522 $ 222 The accompanying notes are an integral part of these Consolidated Financial Statements. 7 Table of Contents QUANTERIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1. Organization and Nature of Business Quanterix Corporation (“Quanterix” or the “Company”) is a life sciences company that has developed next-generation, ultra-sensitive digital immunoassay platforms that advance life sciences research and diagnostics. The Company’s platforms are based on its proprietary digital “Simoa” detection technology and enable customers to reliably detect protein biomarkers in ultra-low concentrations in blood, serum, and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies. The ability of the Company’s Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention. The Company also provides contract research services for customers and Laboratory Developed Test (“LDT”) services through its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified Accelerator Laboratory (the “Accelerator Laboratory”). The Accelerator Laboratory provides customers with access to Simoa technology and its Lucent Diagnostics clinical testing services and supports multiple projects and services, including sample testing, homebrew assay development, custom assay development, and blood-based biomarker testing. Note 2. Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC regarding interim financial reporting on Form 10-Q. Accordingly, certain information and disclosures required for complete financial statements prepared in accordance with U.S. GAAP are not included. The Consolidated Balance Sheet and related information as of December 31, 2024 included herein was derived from the audited Consolidated Financial Statements as of December 31, 2024, but does not include all disclosures required by U.S. GAAP on an annual reporting basis. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year’s presentation. These Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 17, 2025. Since the date of that filing, there have been no changes or updates to the Company’s significant accounting policies, other than those described below. In the opinion of management, the Consolidated Financial Statements and Notes to Consolidated Financial Statements contain all normal, recurring adjustments necessary for a fair statement of financial position, results of operations, comprehensive loss, and cash flows as of the dates and for the interim periods presented. The results of operations for the three months ended March 31, 2025 may not be indicative of the results for the full year ending December 31, 2025, or any other period. The Company’s fiscal year is the 12-month period from January 1 through December 31, and all references to “2025,” “2024,” and the like refer to that fiscal year unless otherwise noted. Use of Estimates The preparation of the Consolidated Financial Statements and Notes to Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. Such estimates include, but are not limited to, revenue recognition, valuation of inventory, leases, valuation and impairment of goodwill, intangible and long-lived assets, acquired assets and liabilities from acquisitions, recoverability of deferred tax assets, contingent consideration, and stock-based compensation expense. The Company bases its estimates on historical experience, known trends, worldwide economic conditions, both general and specific to the life sciences industry, and other relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. 8 Table of Contents Principles of Consolidation The Consolidated Financial Statements and Notes to Consolidated Financial Statements include the accounts of Quanterix and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. In accordance with Accounting Standards Codification (“ASC”) 810 – Consolidation, the Company assesses the terms of non-marketable equity investments to determine if any meet the definition of a variable interest entity (“VIE”) and require consolidation into its Consolidated Financial Statements. Refer to Note 17 - Variable Interest Entities for further discussion. Business Acquisition On January 8, 2025, the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc., a privately held company based in Georgetown, Texas. Refer to Note 3 - Acquisitions for further discussion. Foreign Currency The functional currency of the Company’s subsidiaries are their respective local currencies. These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive loss, a component of stockholders’ equity on the Consolidated Balance Sheets. Foreign currency transaction gains (losses) are included in other income, on the Consolidated Statements of Operations and were not material for the three months ended March 31, 2025 and 2024. Restricted Cash The following table summarizes the period ending cash and cash equivalents as presented on the Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of March 31, 2025 2024 Cash and cash equivalents $ 76,508 $ 45,281 Restricted cash (1) 2,639 2,605 Cash, cash equivalents, and restricted cash $ 79,147 $ 47,886 (1) Restricted cash consists of collateral for a letter of credit issued as security for two of the Company’s leased facilities and to secure the Company’s corporate credit card program. The short-term or long-term classification is determined in accordance with the expiration of the underlying letter of credit and security. Recent Accounting Standards to be Adopted In December 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The new standard enhances annual income tax disclosure requirements by requiring specified categories and greater disaggregation within the tax rate reconciliation table, disclosure of income taxes paid by jurisdiction, and additional disclosures of uncertain tax positions and the related financial statement impacts. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements disclosures. 9 Table of Contents In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures . This update enhances disclosure of an entity's expenses, primarily through additional disaggregation of income statement expenses. The update also requires entities to disclose qualitative descriptions of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments in this update can be applied prospectively or retrospectively. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statement disclosures. Note 3. Acquisitions The Company accounts for business combinations in accordance with the acquisition method of accounting under ASC 805 - Business Combinations (“ASC 805”). The acquisition method of accounting requires the Company to record the acquired assets and liabilities, including identifiable intangible assets, at their estimated fair values as of the acquisition date, with any excess of the consideration transferred recorded to goodwill. On January 8, 2025, the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc. (“Emission”), a life sciences manufacturing company based in Georgetown, Texas. Emission produces large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads these proprietary beads. The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation platforms and expansion into a new multi-plex segment targeting third-party original equipment manufacturer customers. Total Consideration Transferred The following table summarizes the fair value of the aggregate consideration paid or payable for Emission (in thousands): Cash paid at closing (1) $ 8,997 Holdback (2) 1,000 Contingent consideration (3) 6,612 Total purchase consideration $ 16,609 (1) Cash paid at close represents the contractual amount paid on the closing date and is reflected as an investing activity in the Consolidated Statements of Cash Flows. Cash acquired was not material. (2) The holdback is expected to be paid during the first quarter of 2026 and is subject to applicable adjustments. (3) The acquisition includes contingent consideration arrangements discussed below in the section titled “Contingent Consideration”. Contingent Consideration The Emission transaction included two arrangements that could result in additional cash payments to the seller. An additional $ 10.0 million is payable upon completion of certain technical milestones (“Earnout 1”) and up to $ 50.0 million could be payable based on the amount and timing of certain performance targets over a five year period ending December 31, 2029 (“Earnout 2”). Under ASC 805, the Company determined Earnout 1 is compensation expense and is therefore recognized separately from the business combination. In accordance with ASC 710 - Compensation , Earnout 1 will be recognized over the expected period certain technical requirements are transferred and certain milestones are completed, which the Company currently estimates to be seven months from the closing date of the acquisition. This expense is recorded in research and development and selling, general and administrative expenses on the Consolidated Statements of Operations. The preliminary fair value of Earnout 2 on the acquisition date was $ 6.6 million, which represents purchase price and is included in the accounting for the business combination. Refer to Note 8 - Fair Value of Financial Instruments for further discussion. 10 Table of Contents Preliminary Allocation of Purchase Price The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the acquired assets and liabilities (in thousands): As of March 31, 2025 Assets: Cash and cash equivalents $ 43 Accounts receivable, net of allowance for expected credit losses 49 Inventory 307 Intangible asset (1) 12,700 Goodwill (2) 6,574 Liabilities: Accounts payable 56 Deferred tax liability (3) 3,007 Net assets acquired $ 16,610 (1) The acquired intangible asset is finite lived, represents developed technology, and has an estimated useful life of 14 years. The determination of the fair value of the finite-lived intangible asset required management judgment and the consideration of a number of factors. In determining the fair value, management primarily relied on a multi-period excess earnings valuation methodology. This methodology required the use of estimates, including projected revenues related to the particular asset; its obsolescence rate; royalty, margin, and discount rates; and certain published or readily available industry benchmark data. In establishing the estimated useful life of the acquired intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model. (2) Goodwill represents the expected synergies from combining Emission with Quanterix as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes. (3) Recorded in other non-current liabilities on the Consolidated Balance Sheets. Due to the timing of the acquisition in the first quarter of 2025, the purchase price allocation set forth above is preliminary. The Company continues to obtain the information to complete the purchase price allocation and will record adjustments, if any, during the measurement period subsequent to the acquisition date. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The operating results of Emission have been included in the Company's financial statements since the acquisition date and are not material to the Company's consolidated financial results. Acquisition costs related to the Emission transaction were not material for the three months ended March 31, 2025. Call Option Agreement In connection with the closing of the acquisition of Emission, the Company entered into a call option agreement (the “Option Agreement”), in which the Emission selling shareholders have the right to repurchase all of the outstanding capital stock of Emission for $ 10.0 million after five years if Emission’s revenues do not exceed $ 5.0 million in any one year during such five-year period. If the Emission selling shareholders exercise the right to repurchase Emission, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products. The Company determined that the call option is embedded in the purchased shares of Emission and does not require separate accounting unless exercised. 11 Table of Contents Note 4. Goodwill and Intangible Assets Goodwill represents the amount an acquisition’s purchase price exceeds the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed. Goodwill is not amortized; however it is required to be tested for impairment annually at the reporting unit level. Testing for impairment is also required on an interim basis if events or circumstances indicate it is more likely than not that an impairment loss has been incurred. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has determined it has one reporting unit. Absent an event that indicates a specific impairment may exist, the Company has selected October 1 as the date for performing its annual goodwill impairment test. The impairment test is first performed at the reporting unit level using a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value, and an impairment loss is recognized in amount equal to this excess. Subsequent to the acquisition of Emission, the Company performed an interim impairment test as of March 31, 2025, utilizing a qualitative assessment to determine if it was more likely than not that the fair value of the Company's reporting unit was less than its carrying value, and concluded that no impairment existed. Additionally, as of March 31, 2025 the Company had no accumulated goodwill impairment losses. Changes in the carrying amount of goodwill are as follows (in thousands): Total Goodwill Balance as of December 31, 2024 $ — Acquisition of Emission 6,574 Balance as of March 31, 2025 $ 6,574 Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts): As of March 31, 2025 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation Adjustment Net Carrying Value Weighted Average Life Remaining (in years) Know-how 8.5 $ 13,000 $ ( 8,131 ) $ ( 980 ) $ 3,889 2.8 Developed technology 7.0 - 14.0 14,350 ( 1,877 ) — 12,473 13.8 Customer relationships 8.5 - 10 1,360 ( 1,194 ) ( 8 ) 158 2.8 Non-compete agreements 5.5 340 ( 314 ) ( 26 ) — — Trade names 3 50 ( 50 ) — — — Total $ 29,100 $ ( 11,566 ) $ ( 1,014 ) $ 16,520 12 Table of Contents As of December 31, 2024 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation Adjustment Net Carrying Value Weighted Average Life Remaining (in years) Know-how 8.5 $ 13,000 $ ( 7,057 ) $ ( 2,093 ) $ 3,850 3.0 Developed technology 7 1,650 ( 1,645 ) — 5 0.1 Customer relationships 8.5 - 10 1,360 ( 1,166 ) ( 18 ) 176 3.1 Non-compete agreements 5.5 340 ( 285 ) ( 55 ) — — Trade names 3 50 ( 50 ) — — — Total $ 16,400 $ ( 10,203 ) $ ( 2,166 ) $ 4,031 The Company recorded amortization expense of $ 0.6 million and $ 0.4 million for the three months ended March 31, 2025 and 2024, respectively. Future estimated amortization expense is as follows (amounts in thousands): As of March 31, 2025 2025 $ 1,801 2026 2,381 2027 2,358 2028 909 2029 907 Thereafter 8,164 Total amortization expense $ 16,520 Note 5. Revenue and Related Matters Revenue from Contracts with Customers The Company’s customers primarily consist of entities engaged in life sciences research that pursue the development of novel therapies and diagnostics for a variety of neurologic, oncologic, cardiovascular, and infectious diseases, and through the identification and measurement of protein biomarkers associated with diseases. The Company’s customer base includes pharmaceutical, biotechnology, contract research organizations, academic, and government institutions. 13 Table of Contents Disaggregated Revenue The following table disaggregates the Company’s revenue from contracts with customers by geography, based on the location products and services are consumed, and revenue type (in thousands): Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 North America EMEA Asia Pacific Total North America EMEA Asia Pacific Total Product revenue: Instruments $ 813 $ 362 $ 1,448 $ 2,623 $ 408 $ 1,269 $ 869 $ 2,546 Consumable and other products 10,918 4,849 2,349 18,116 10,297 4,299 2,528 17,124 Total $ 11,731 $ 5,211 $ 3,797 $ 20,739 $ 10,705 $ 5,568 $ 3,397 $ 19,670 Service revenue: Research services $ 5,006 $ 329 $ 266 $ 5,601 $ 5,762 $ 2,802 $ 127 $ 8,691 Service-type warranties 1,509 893 192 2,594 1,637 852 194 2,683 Other services 362 202 4 568 318 248 27 593 Total $ 6,877 $ 1,424 $ 462 $ 8,763 $ 7,717 $ 3,902 $ 348 $ 11,967 Collaboration and license revenue: $ 771 $ — $ — 771 $ 155 $ — $ — 155 Total $ 771 $ — $ — $ 771 $ 155 $ — $ — $ 155 For the three months ended March 31, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues. As of March 31, 2025 and December 31, 2024, no customer accounted for more than 10 % of the Company’s gross accounts receivable. Contract Assets There were no contract assets as of March 31, 2025 or December 31, 2024. Deferred Revenue During the three months ended March 31, 2025 and 2024, the Company recognized $ 2.5 million and $ 2.7 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period. Remaining Performance Obligations As of March 31, 2025, the aggregate amount of transaction prices allocated to performance obligations that were not yet satisfied, or were partially satisfied, was $ 10.2 million. Of this amount, $ 9.1 million is expected to be recognized as revenue in the next 12 months, with the remainder expected to be recognized thereafter. The $ 10.2 million primarily consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services. 14 Table of Contents Costs to Obtain a Contract Changes in costs to obtain a contract were as follows (in thousands): 2025 2024 Balance as of December 31 $ 292 $ 288 Capitalization of costs to obtain a contract 46 97 Recognition of costs to obtain a contract ( 140 ) ( 95 ) Balance as of March 31 $ 198 $ 290 The Company evaluates potential impairment of these amounts at each bala nce sheet date and no impairments were recorded during the three months ended March 31, 2025 and 2024. Grant Revenue All of the Company's grant revenue is generated within North America. NIH Grant On September 21, 2022, the Company and the National Institutes of Health (the “NIH”), an agency of the U.S. Department of Health and Human Services, entered into a contract (the “NIH Grant”) with a total award value of $ 1.7 million. The NIH granted the Company funding in support of the development of certain point-of-care diagnostic technologies through collaborative efforts. Grant funding is to be used solely for activities related to the point-of-care diagnostic device development project and the contract period runs through August 2025. Receipt of the award value occurs throughout the term of the contract period and after the Company submits for reimbursement of activities related to the grant. As of March 31, 2025, the Company had received $ 1.5 million of the total award value. During the three months ended March 31, 2025 and 2024, grant revenue recognized and research and development expenses incurred were not material. Note 6. Allowance for Credit Losses The change in the allowance for expected credit losses on accounts receivable is summarized as follows (in thousands): 2025 2024 Balance as of December 31 $ 1,042 $ 454 Provision for expected credit losses 186 176 Write-offs and recoveries collected ( 133 ) ( 103 ) Balance as of March 31 $ 1,095 $ 527 15 Table of Contents Note 7. Marketable Securities All of the Company's marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains, gross unrealized losses, and fair value of the Company’s marketable securities, by major security type, were as follows (in thousands): As of March 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ — $ — $ — $ — U.S. Treasuries 79,348 46 ( 33 ) 79,361 U.S. Government agency bonds 69,320 40 ( 54 ) 69,306 Corporate bonds 55,451 97 — 55,548 Total marketable securities $ 204,119 $ 183 $ ( 87 ) $ 204,215 Marketable securities are recorded in the following Consolidated Balance Sheets captions: Cash and cash equivalents $ 13,846 Marketable securities 190,369 Total marketable securities $ 204,215 As of December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 1,494 $ — $ — $ 1,494 U.S. Treasuries 61,891 19 ( 53 ) 61,857 U.S. Government agency bonds 93,987 89 ( 98 ) 93,978 Corporate bonds 74,937 148 ( 1 ) 75,084 Total marketable securities $ 232,309 $ 256 $ ( 152 ) $ 232,413 Marketable securities are recorded in the following Consolidated Balance Sheets captions: Marketable securities 232,413 Total marketable securities $ 232,413 The following tables show the fair value and gross unrealized losses of the Company’s marketable securities, with unrealized losses that are not deemed to be other-than-temporary, aggregated by major security type and length of time that the individual securities have been in a continuous unrealized loss position (in thousands): Less Than 12 Months As of March 31, 2025 Fair Value Unrealized Losses Commercial paper $ — $ — U.S. Treasuries 50,362 ( 33 ) U.S. Government agency bonds 37,561 ( 54 ) Corporate bonds 5,459 — Total $ 93,382 $ ( 87 ) Less Than 12 Months As of December 31, 2024 Fair Value Unrealized Losses U.S. Treasuries $ 35,085 $ ( 53 ) U.S. Government agency bonds 32,148 ( 98 ) Corporate bonds 7,415 ( 1 ) Total $ 74,648 $ ( 152 ) 16 Table of Contents The Company did not have any individual securities in a continuous loss position for greater than 12 months, and there were no individual securities that were in a significant unrealized loss position as of March 31, 2025. For marketable securities in an unrealized loss position, the Company does not intend to sell them, it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost bases, and the unrealized losses are not credit related. Accordingly, the Company has not recorded any impairment losses or a credit loss allowance. During the first quarter of 2025, the Company sold $ 8.3 million of marketable securities. Realized gains related to the sale were not material. At March 31, 2025 and December 31, 2024, the Company had $ 1.5 million and $ 1.6 million, respectively, of accrued interest receivable on its marketable securities. The following table summarizes the contractual maturities of the Company’s marketable securities (in thousands): As of March 31, 2025 As of December 31, 2024 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 164,508 $ 164,591 $ 197,141 $ 197,306 Due in one to two years 39,611 39,624 35,168 35,107 Total $ 204,119 $ 204,215 $ 232,309 $ 232,413 17 Table of Contents Note 8. Fair Value of Financial Instruments Recurring Fair Value Measurements The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of March 31, 2025 Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 43,535 $ 43,535 $ — $ — Commercial paper — — — — U.S. Treasuries 13,846 — 13,846 — Total cash equivalents 57,381 43,535 13,846 — Marketable securities: Commercial paper — — — — U.S. Treasuries 65,515 — 65,515 — U.S. Government agency bonds 69,306 — 69,306 — Corporate bonds 55,548 — 55,548 — Total marketable securities 190,369 — 190,369 — Total financial assets $ 247,750 $ 43,535 $ 204,215 $ — Financial liabilities: Contingent consideration (2) 6,991 — — 6,991 Total financial liabilities $ 6,991 $ — $ — $ 6,991 As of December 31, 2024 Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 44,426 $ 44,426 $ — $ — Total cash equivalents 44,426 44,426 — — Marketable securities: Commercial paper 1,494 — 1,494 — U.S. Treasuries 61,857 — 61,857 — U.S. Government agency bonds 93,978 — 93,978 — Corporate bonds 75,084 — 75,084 — Total marketable securities 232,413 — 232,413 — Total financial assets $ 276,839 $ 44,426 $ 232,413 $ — (1) Included in cash and cash equivalents on the Consolidated Balance Sheets. (2) Earnout 2 included in the acquisition of Emission (refer to Note 3 - Acquisitions ) requires additional consideration to be paid to the selling shareholders based on the amount and timing of certain performance targets over a five year period ending December 31, 2029. Monte-Carlo simulations were used to determine the fair value, including the following significant unobservable inputs: projected revenue, a risk adjusted discount rate, and revenue volatility. Increases or decreases in the inputs would have resulted in a higher or lower fair value measurement. The range of outcomes payable is zero to $ 50.0 million. The fair value of the contingent consideration is recorded in accrued expenses and other current liabilities and non-current portion of contingent consideration on the Consolidated Balance Sheets. 18 Table of Contents Cash equivalents and marketable securities classified as Level 2 financial assets are initially valued at their purchase price and subsequently valued at the end of each reporting period utilizing third party pricing services or other observable data. The pricing services utilize industry standard valuation methods, including both income and market-based approaches, and observable market inputs to determine the fair value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates, and other industry and economic events. The following table presents the changes in the Company's Level 3 financial instruments measured at fair value on a recurring basis: Level 3 Liabilities Balance as of December 31, 2024 $ — Acquisition of Emission - Earnout 2 (1) 6,612 Change in fair value of contingent consideration (2) 379 Balance as of March 31, 2025 $ 6,991 (1) Refer to Note 3 - Acquisitions . (2) The change in fair value subsequent to the acquisition date was due to the passage of time and is recorded in change in fair value of contingent consideration on the Consolidated Statements of Operations. Nonrecurring Fair Value Measurements The Company has a non-marketable equity investment in a privately held entity. Since there is minimal market activity or other financial information available to determine the fair value of the shares held by Quanterix, this investment is considered a Level 3 financial asset. Pursuant to ASC 321 – Investments – Equity Securities , the Company uses the measurement alternative for equity investments without readily determinable fair values and recognizes its equity investment at cost, less any impairment, adjusted for any observable price changes in orderly transactions. The shares received were valued at $ 0.8 million upon receipt, primarily using the third-party purchase price of similar interests. Changes in the inputs and assumptions used would have resulted in a higher or lower fair value measurement. The Company’s non-marketable equity investment contains certain restrictions related to the sale or transfer of the securities. The restrictions are in place indefinitely and cannot lapse. During the three months ended March 31, 2025, the Company did not record any fair value adjustments to its non-marketable equity investment. To date, the cumulative fair value adjustments have not been material. As of March 31, 2025 and December 31, 2024, the carrying value of the non-marketable equity investment was $ 0.8 million, and is recorded in other non-current assets on the Consolidated Balance Sheets. Refer to Note 17 - Variable Interest Entities for the Company's evaluation of investments in other entities under the VIE guidance. Other Fair Value Disclosures During the three months ended March 31, 2025 and 2024, the Company did not transfer financial assets between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 financial assets. Note 9. Inventory Inventory, net of inventory reserves, consisted of the following (in thousands): March 31, 2025 December 31, 2024 Raw materials $ 6,219 $ 7,215 Work in process 9,140 7,980 Finished goods 15,669 17,580 Total inventory $ 31,028 $ 32,775 19 Table of Contents Note 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2025 December 31, 2024 Accrued professional services $ 4,208 $ 4,897 Accrued royalties 1,250 1,361 Accrued tax liabilities 1,082 1,018 Other accrued expenses 6,774 1,575 Total accrued expenses and other current liabilities $ 13,314 $ 8,851 Note 11. Stockholders' Equity The following tables summarize the changes in equity during the three months ended March 31, 2025 and 2024, respectively (amounts in thousands): Common Stock Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity Balance at December 31, 2024 38,573 $ 39 $ 803,160 $ ( 3,080 ) $ ( 470,081 ) $ 330,038 Issuance of common stock under stock plans, net of tax and payments 228 — 138 — — 138 Stock-based compensation expense — — 5,462 — — 5,462 Unrealized losses on marketable securities, net of tax — — — ( 8 ) — ( 8 ) Foreign currency translation, net of tax — — — 1,267 — 1,267 Net loss — — — — ( 20,504 ) ( 20,504 ) Balance at March 31, 2025 38,801 $ 39 $ 808,760 $ ( 1,821 ) $ ( 490,585 ) $ 316,393 Common Stock Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity Balance at December 31, 2023 38,014 $ 38 $ 783,142 $ ( 1,672 ) $ ( 431,550 ) $ 349,958 Issuance of common stock under stock plans, net of tax and payments 274 — 599 — — 599 Stock-based compensation expense — — 5,265 — — 5,265 Unrealized losses on marketable securities, net of tax — — — ( 607 ) — ( 607 ) Foreign currency translation, net of tax — — — ( 674 ) — ( 674 ) Net loss — — — — ( 11,163 ) ( 11,163 ) Balance at March 31, 2024 38,288 $ 38 $ 789,006 $ ( 2,953 ) $ ( 442,713 ) $ 343,378 20 Table of Contents Note 12. Stock-Based Compensation Stock Options Stock option activity for the three months ended March 31, 2025 is presented below (in thousands, except per share and contractual life amounts): Number of options Weighted-average exercise price per share Weighted-average remaining contractual life (in years) Aggregate intrinsic value Outstanding at December 31, 2024 3,563 $ 19.94 7.7 $ 678 Granted 2,300 8.49 Exercised ( 4 ) 3.12 Forfeited/expired ( 47 ) 15.20 Outstanding at March 31, 2025 5,812 $ 15.46 8.4 $ 73 Exercisable at March 31, 2025 1,839 $ 21.38 6.5 $ 47 Vested and expected to vest at March 31, 2025 5,812 $ 15.46 8.4 $ 73 Restricted Stock Units Restricted stock unit (“RSU”) activity for the three months ended March 31, 2025 is presented below (in thousands, except per share amounts): Number of shares Weighted-average grant date fair value per share Unvested at December 31, 2024 1,115 $ 18.55 Granted 1,059 8.58 Vested ( 180 ) 21.62 Forfeited ( 26 ) 15.49 Unvested at March 31, 2025 1,968 $ 12.94 Employee Stock Purchase Plan (“ESPP”) During the three months ended March 31, 2025, employees purchased 102 thousand shares of the Company’s common stock pursuant to the 2017 Employee Stock Purchase Plan. Stock-Based Compensation Expense Stock-based compensation expense was recorded in the following categories on the Consolidated Statements of Operations (in thousands): Three Months Ended March 31, 2025 2024 Cost of product revenue $ 311 $ 281 Cost of service and other revenue 309 308 Research and development 591 543 Selling, general and administrative 4,251 4,133 Total stock-based compensation expense $ 5,462 $ 5,265 As of March 31, 2025, total unrecognized stock-based compensation expense related to unvested RSUs and stock options was $ 57.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.9 years. 21 Table of Contents Note 13. Net Loss Per Share The following table presents the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2025 2024 Numerator: Net loss $ ( 20,504 ) $ ( 11,163 ) Denominator: Weighted average common shares outstanding, basic and diluted 38,718 38,126 Net loss per share, basic and diluted $ ( 0.53 ) $ ( 0.29 ) As the Company was in a net loss position for all periods listed in the table below, the following common share equivalents (calculated on a weighted average basis) were excluded from the calculation of diluted net loss per share (in thousands): Three Months Ended March 31, 2025 2024 Stock options 5,018 3,520 RSUs 1,688 1,497 Estimated ESPP purchases 8 19 Total dilutive shares 6,714 5,036 Note 14. Income Taxes The Company’s effective tax rates were 12.4 % and ( 1.6 )% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate in 2025 is higher than 2024 due to a non-recurring benefit of $ 3.0 million relating to the release of a portion of the Company's valuation allowance due to taxable temporary differences recorded as part of the Emission acquisition, which are a source of income to realize certain pre-existing federal and state deferred tax assets. The income tax provision and effective tax rate is driven primarily by a valuation allowance in the United States, partially offset by income taxes in foreign jurisdictions. The Company maintains a valuation allowance on the majority of its deferred tax assets, and it has concluded that it is more likely than not that the deferred assets will not be utilized. Note 15. Commitments and Contingencies Purchase Commitments The Company’s non-cancellable purchase commitments primarily consist of purchases of raw materials for manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. As of March 31, 2025, the Company’s total purchase commitments under these agreements were $ 1.6 million. License Agreements Eli Lilly and Company In February 2022, the Company and Eli Lilly and Company (“Lilly”) entered into a Technology License Agreement (the “Lilly License”) under which Lilly granted a non-exclusive license to Lilly’s proprietary p-Tau 217 antibody technology for use by the Company in research use only products, services, and future in vitro diagnostics (“IVD”) applications within the field of Alzheimer’s disease. Pursuant to the Lilly License, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay royalties on net sales of licensed products. 22 Table of Contents Harvard University In August 2022, the Company and Harvard University (“Harvard”) entered into an exclusive license agreement (the “Harvard License Agreement”) for certain intellectual property owned by Harvard. Pursuant to the Harvard License Agreement, the Company paid an upfront fee of $ 0.6 million and is required to pay Harvard low single-digit royalties on net sales of products and services using the licensed technology, as well as a portion of its applicable sublicense revenues. The Company incurred no royalty expense under the Harvard License Agreement for the three months ended March 31, 2025 and 2024. Refer to Note 16 - Related Party Transactions for a discussion of a related party relationship with Harvard. Tufts University In June 2007, the Company and Tufts University (“Tufts”) entered into a license agreement (the “Tufts License Agreement”) for certain intellectual property owned by Tufts. The Tufts License Agreement, which was subsequently amended, is exclusive and sub-licensable, and will continue in effect on a country-by-country basis as long as there is a valid claim of a licensed patent in a country. The Company is required to pay license and maintenance fees that are creditable against royalties, in addition to low single-digit royalties on direct sales and services, and a royalty on sublicense income. The Company incurred royalty expenses related to the Tufts License Agreement of $ 0.4 million and $ 0.5 million during the three months ended March 31, 2025 and 2024, respectively, which were recorded in cost of product revenue on the Consolidated Statements of Operations. Refer to Note 16 - Related Party Transactions for a discussion of a related party relationship with Tufts. Legal Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or results of operations. Leases The undiscounted future lease payments for non-cancelable operating leases were as follows (in thousands): Maturity of lease liabilities As of March 31, 2025 2025 (remainder) $ 5,546 2026 7,535 2027 7,733 2028 7,923 2029 8,143 Thereafter 7,614 Total lease payments 44,494 Less: imputed interest 8,087 Total operating lease liabilities $ 36,407 During the three months ended March 31, 2025, the Company did not enter into any material leases. Note 16. Related Party Transactions In January 2025, prior to the acquisition of Emission (refer to Note 3 - Acquisitions ), the Company entered into agreements with two entities to continue development work on certain future products for Quanterix. The owners of each of these entities were selling shareholders of Emission. At March 31, 2025, the Company did not have any open payable balances with these entities and the Company did not incur any expenses during the three months ended March 31, 2025. 23 Table of Contents In June 2007, the Company entered into the Tufts License Agreement for certain intellectual property owned by Tufts (refer to Note 15 - Commitments and Contingencies ). A member of the Company’s Board of Directors was previously affiliated with Tufts and continues to receive compensation from Tufts on a formulaic basis based on royalties and license payments the Company makes to Tufts. At March 31, 2025 and December 31, 2024, open payable balances to Tufts were not material. In August 2022, the Company entered into the Harvard License Agreement for certain intellectual property owned by Harvard (refer to Note 15 - Commitments and Contingencies ). Harvard is required to pay a portion of the payments received from the Company under the Harvard License Agreement to a member of the Company’s Board of Directors. The same member of the Company’s Board of Directors is also affiliated with Mass General Brigham. Revenue recorded from sales of products and services to Harvard and Mass General Brigham was $ 0.3 million for both the three months ended March 31, 2025 and 2024. Cost of product revenue and operating expenses with Harvard and Mass General Brigham were not material for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025 and December 31, 2024, open payables to Harvard and Mass General Brigham were not material. Open receivables balances were $ 0.6 million March 31, 2025 and were not material at December 31, 2024. Note 17. Variable Interest Entities The Company enters into relationships with, or has investments in, other entities that may be VIEs. The Company assesses the criteria in ASC 810 – Consolidation to determine if any such entities meet the definition of a VIE and require consolidation into its financial statements. Based on the Company’s assessments, it does not have any controlling financial interests in any VIE, and therefore did not consolidate any VIE into its Consolidated Financial Statements during the three months ended March 31, 2025 and 2024. As of March 31, 2025 and December 31, 2024 , the carrying value of the Company’s inves tment in a VIE was $ 0.8 million. Refer to Note 8 - Fair Value of Financial Instruments for the Company’s related valuation disclosures. Maximum exposure to losse s related to the VIE is limited to its carrying value and the Company does not have any future funding commitments to the VIE. Note 18. Segment Reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of March 31, 2025. The Company’s proprietary digital “Simoa” detection technology is used across all parts of the business to derive revenues through the sale of instruments, consumables, Accelerator Laboratory, and LDT services, and warranties. The Company’s accounting policies apply in the same manner across the business. The Company utilizes consolidated net loss as the measure of segment profitability (loss) as required by ASU 2023-07. The CODM uses this measure, along with the significant revenue and expense lines included in the table below, when analyzing the Company’s operations and performance and determining how to allocate resources. These measures are consistently used by the CODM in comparing budgeted results versus actuals, in determining when or where to invest resources into specific areas of the business, and for decisions on strategic initiatives. 24 Table of Contents The following table presents the reconciliation of significant segment information reviewed by the CODM to consolidated net loss: Three Months Ended March 31, 2025 2024 Revenues: Revenue from contracts with customers $ 30,273 $ 31,792 Grant revenue 60 274 Total revenues 30,333 32,066 Less: Costs of goods sold and services, including shipping and handling costs 15,495 15,660 Certain operating expenses, excluding shipping and handling costs (1) 40,916 30,639 Other segment items (2) ( 5,574 ) ( 3,070 ) Consolidated net loss $ ( 20,504 ) $ ( 11,163 ) (1) Expenses consist of research and development and selling, general and administrative expenses from the Consolidated Statements of Operations and exclude shipping and handling costs. (2) Other segment items represent discrete events, non-recurring transactions, or insignificant items that are not used by the CODM to evaluate the Company’s performance or allocate resources, and include: a. Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities the Company is not using; b. Interest income - interest earned on cash, cash equivalents, and marketable securities, and the accretion of discounts on marketable securities; c. Other income (expense), net – gains and losses on foreign currency, and other non-recurring items that are not a part of the Company’s core business operations; and d. Income tax benefit (expense) – income taxes related to federal, state, and foreign jurisdictions in which the Company conducts business. The CODM reviews usage of cash, cash equivalents, and marketable securities as part of evaluating the Company’s performance but does not review or evaluate any other assets. There have been no changes to the methods used to determine segment profit or loss, or the significant segment captions, across any of the periods presented. Note 19. Subsequent Events Restructuring and Related Costs On May 12, 2025, the Company announced a plan to reduce operating costs and preserve cash, a part of which will be realized through a reduction in force. The Company expects to incur expenses of approximately $ 1.5 million related to the reduction in force, substantially all of which will be cash expenditures incurred in 2025 for severance. Agreement to Acquire Akoya Biosciences, Inc. On January 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Akoya Biosciences, Inc., a Delaware corporation (“Akoya”), and Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix (“Merger Sub”), to acquire Akoya. Akoya is based in Marlborough, Massachusetts and is a life sciences technology company delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics. Spatial phenotyping refers to technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single-cell resolution, enabling advancements in understanding of disease progression and patient response to therapy. The transaction is part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of lab service offerings. 25 Table of Contents Under the Original Merger Agreement, each share of common stock, par value $ 0.00001 per share, of Akoya (the “Akoya Common Stock”) outstanding immediately prior to the merger was to be converted into the right to receive 0.318 (the “Original Exchange Ratio”) of a fully paid and nonassessable share of common stock, par value $ 0.001 per share, of the Company (the “Quanterix Common Stock”) and, if applicable, cash in lieu of fractional shares. In addition, each restricted stock unit in respect of shares of Akoya Common Stock (“Akoya RSUs”) and each option to acquire shares of Akoya Common Stock (“Akoya Options”) that was outstanding immediately prior to the merger was to be automatically converted into a number of restricted stock units and options to acquire shares of Quanterix Common Stock, respectively, based on the Original Exchange Ratio. On April 28, 2025, the Company, Merger Sub and Akoya, entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) that amends and restates the Original Merger Agreement in its entirety, pursuant to which, Merger Sub will merge with and into Akoya (the “Merger”), with Akoya surviving as a wholly owned subsidiary of the Company. Under the A&R Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Akoya Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive (a) 0.1461 (the “Exchange Ratio”) of a share of Quanterix Common Stock (the “Per Share Stock Consideration”) and, if applicable, cash in lieu of fractional shares, and (b) $ 0.38 in cash, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Per Share Merger Consideration”). Under the A&R Merger Agreement, immediately prior to the Effective Time: • Each Akoya RSU that is outstanding and unvested (each, a “Rollover RSU”) will automatically be converted into the right to receive the Per Share Merger Consideration upon vesting. Each Rollover RSU shall otherwise remain subject to the same terms and conditions, including vesting, as were applicable immediately prior to the Effective Time. • Each Akoya RSU that is outstanding and vested immediately prior to the Effective Time will receive the Per Share Merger Consideration. • Each Akoya Option that is outstanding will, if unvested, become vested, and (a) if the per share exercise price is equal to or greater than the value of the Per Share Merger Consideration, will automatically terminate and be cancelled for no consideration; and (b) if the per share exercise price is less than the value of the Per Share Merger Consideration, will automatically terminate and be cancelled in consideration for the right to receive the Per Share Merger Consideration in respect of a number of shares of Akoya Common Stock determined assuming a synthetic cashless exercise of such Akoya Options as determined based on the aggregate excess of the per share exercise price of such Akoya Options divided by the value of the Per Share Merger Consideration. The A&R Merger Agreement provides that, (i) the aggregate number of shares of Company Common Stock to be issued by the Company pursuant to the Merger (including shares issuable vesting of Rollover RSUs after the Effective Time) will not exceed 19.99 % of the issued and outstanding shares of Company Common Stock immediately prior to the Effective Time and (ii) the aggregate cash consideration to be paid by the Company (including cash payable upon vesting of Rollover RSUs after the Effective Time) will not exceed $ 20.0 million. If any of such limits were to be exceeded, the Exchange Ratio and the Per Share Cash Consideration, as the case may be, would be reduced, with a corresponding increase in the other component (to the extent such increase does not exceed the limitations described in the foregoing sentence). The closing of the Merger is subject to a number of conditions, including: (i) approval of the Merger by Akoya stockholders; (ii) the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Merger (after the filing of any required post-effective amendment as may be necessary in order to reflect the revised terms of the Merger as contemplated in the A&R Merger Agreement); (iii) the absence of any order issued or entered, or any law enacted or promulgated having the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger; (iv) the Company's submission to Nasdaq of a notification of shares of the Company Common Stock to be issued in connection with the Merger; (v) performance by each party of its respective obligations under the A&R Merger Agreement; and (vi) the absence of a material adverse effect with respect to each of Akoya and Quanterix. 26 Table of Contents Securities Purchase Agreement On April 2, 2025, the Company and Akoya entered into a securities purchase agreement, as amended on April 28, 2025 (the “Securities Purchase Agreement”) with Akoya, pursuant to which Akoya will issue and sell to the Company from time to time, in a private placement, one or more convertible promissory notes having an aggregate principal amount of up to $ 30.0 million (the “Convertible Notes”). Akoya may draw on the Convertible Notes between June 15, 2025 and the earlier of (a) the closing of the Merger and (b) August 31, 2025 if the A&R Merger Agreement is lawfully terminated pursuant to its terms on or prior to such date; provided, however, that if the closing of the Merger occurs on or prior to June 15, 2025, Akoya may not draw on the Convertible Notes. Any Convertible Notes issued under the Securities Purchase Agreement will mature on the earliest to occur of (i) the 91st day following the earlier of (a) November 1, 2027 and (b) the date that Akoya’s indebtedness under the Credit and Security Agreement, dated October 27, 2020, by and among Akoya, Midcap Financial Trust, as a lender and as agent (“MidCap”), and the other lenders named therein (the “Akoya Existing Loan Agreement”) is repaid in full and all commitments under such documents have been terminated and (ii) subject to the terms of the Subordination Agreement (as defined below), any acceleration of the Convertible Notes. Any Convertible Note issued under the Securities Purchase Agreement will bear interest at a rate per annum equal to the SOFR interest rate plus an applicable margin specified in the Convertible Note to, but excluding, the date of repayment or conversion of the Convertible Note. Interest on the Convertible Notes will be paid in arrears on the first day of each month and on the maturity date of the Convertible Notes. Subject to the terms of the Subordination Agreement, any interest payments will be made exclusively to the Company in cash. If drawn, the Convertible Notes will be convertible at the election of the Company during the period beginning on the date, if any, that the A&R Merger Agreement is terminated and ending on the maturity date of the Convertible Notes into shares of Akoya Common Stock, at a conversion price based on the Exchange Ratio and the volume weighted average price of the Quanterix Common Stock for the 10 consecutive trading days ending on the trading day prior to the entry into the A&R Merger Agreement, subject to adjustment. The Convertible Notes prohibit conversion if it would result in the issuance of more than 19.99 % of Akoya Common Stock in the aggregate prior to obtaining stockholder approval. The Convertible Notes will also contain customary anti-dilution provisions to adjust the conversion price from time to time based upon certain issuances of securities by Akoya. The Securities Purchase Agreement contains customary representations and warranties and events of default as well as certain operating covenants applicable to Akoya until the closing of the transaction contemplated by the Merger. Registration Rights Agreement At such time as Akoya draws any funds and thereby issues any Convertible Notes, Akoya and the Company will enter into a registration rights agreement, pursuant to which, among other things, Akoya must prepare and file with the SEC no later than August 13, 2025 a registration statement with respect to the resale of shares of Akoya Common Stock issuable upon conversion of the Convertible Notes. Subordination Agreement At such time as Akoya draws any funds and thereby issues any Convertible Notes, the Company, Akoya and MidCap will enter into a subordination agreement (the “Subordination Agreement”), pursuant to which the Company and Akoya will agree, among other things, that the Convertible Notes will be subordinate to any debt outstanding and obligations owing under the Akoya Existing Loan Agreement. 27 Table of Contents