What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-07 compared with 2025-05-12 · 225 added, 158 removed, 518 unchanged (43% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share data)

March 31, 2025 December 31, 2024

(amounts in thousands, except per share data, unaudited)

June 30, 2025 December 31, 2024

Current assets:

8 unchanged sentences

Intangible assets, net 16,332 4,031

Goodwill 6,574 —

Operating lease right-of-use assets 15,710 16,339

20 unchanged sentences

Issued and outstanding:

38,801 and 38,544 shares at March 31, 2025 and December 31, 2024, respectively

38,873 and 38,544 shares at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 813,945 803,160

6 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

Three Months Ended March 31,

(amounts in thousands, except per share data, unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Product revenue $ 16,832 $ 19,887 $ 37,572 $ 39,557

12 unchanged sentences

Other lease costs 296 927 584 1,851

Impairment and restructuring costs 7,670 — 7,670 —

Total operating expenses 48,400 33,176 91,183 66,881

3 unchanged sentences

Change in fair value of contingent consideration 4,273 — 3,894 —

Other income 61 226

Other income (expense), net 49 ( 9 ) 108 217

Loss before income taxes ( 30,086 ) ( 7,270 ) ( 53,503 ) ( 18,253 )

6 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(amounts in thousands)

Three Months Ended March 31,

(amounts in thousands, unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 30,013 ) $ ( 7,387 ) $ ( 50,517 ) $ ( 18,550 )

7 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

Three Months Ended March 31,

(amounts in thousands, unaudited)

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Accretion of marketable securities ( 1,567 ) ( 3,619 )

Impairment of goodwill 6,374 —

Operating lease right-of-use asset amortization 850 840

22 unchanged sentences

Payments for employee taxes withheld on stock-based compensation awards ( 1,004 ) ( 2,150 )

Net cash provided by financing activities 93 599

Net cash provided by (used in) financing activities ( 336 ) 271

Net increase (decrease) in cash, cash equivalents, and restricted cash 74,763 ( 127,064 )

4 unchanged sentences

Cash paid for taxes $ 890 $ 514

Right-of-use asset obtained in exchange for lease liabilities $ 548 $ —

Purchases of property and equipment in accounts payable and accrued expenses $ 505 $ 962

20 unchanged sentences

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 results of operations for the three and six months ended June 30, 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.

2 unchanged sentences

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.

Such estimates include, but are not limited to, revenue recognition, valuation of inventory,valuation and impairment of goodwill, intangible and other long-lived assets, valuation of acquired assets and liabilities from acquisitions, valuation of contingent consideration, recoverability of deferred tax assets, 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.

14 unchanged sentences

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.

Foreign currency transaction gains (losses) are included in other income (expense), net, on the Consolidated Statements of Operations and were not material for the three months ended June 30, 2025 and 2024.

Foreign currency losses were $ 0.3 million for the six months ended June 30, 2025 and foreign currency gains were $ 0.3 million for the six months ended June 30, 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,

As of June 30,

Cash and cash equivalents $ 132,896 $ 47,002

3 unchanged sentences

The short-term or long-term classification is determined in accordance with the expiration of the underlying letter of credit and security.

Impairment of Goodwill

The Company assesses goodwill for impairment at the reporting unit level at least annually or whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

An impairment assessment requires evaluating a potential impairment using either a qualitative assessment, to determine if it is more likely than not that the fair value of any reporting unit is less than its carrying amount, or a quantitative analysis, to determine and compare the fair value of each reporting unit to its carrying value, or a combination of both.

Judgment is required in determining the use of a qualitative or quantitative assessment, as well as in determining a reporting unit’s estimated fair value, as it requires us to make estimates of market conditions and operational performance, including items such as projected financial results, discount rates, control premium, or valuation multiples for key financial metrics.

During the three months ended June 30, 2025, the Company recorded an impairment charge on its entire goodwill balance.

Refer to Note 4 - Goodwill and Intangible Assets for further discussion.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of the asset(s) may not be fully recoverable or that the estimated useful lives may warrant revision.

To assess the recoverability of a long-lived asset or asset group, the Company compares the estimated undiscounted future cash flows for the estimated remaining useful life, or estimated lease term, of the asset (or the primary asset in the asset group) to its carrying value.

If the undiscounted cash flows are less than the carrying value, the Company estimates the asset's fair value using the future discounted cash flows associated with the use of the asset.

To the extent that the discounted cash flows are less than the carrying value, the asset(s) are impaired and written down to their estimated fair value.

Significant judgment is required to estimate future cash flows, including, but not limited to, estimates about future revenues, expenses, asset disposal value, expected uses of the asset (group), historical customer retention rates, technology roadmaps, customer awareness, trademark and trade name history, contractual provisions that could limit or extend an asset's useful life, market data, discount rates, and potential sublease opportunities including rent and rent escalation rates, time to sublease, and free rent periods.

Restructuring Costs

The Company records costs associated with approved restructuring plans to reorganize operations.

Restructuring costs are comprised of employee separation costs, primarily severance and related benefit payments, and any associated costs related to implementing a restructuring plan.

The Company records restructuring charges when a restructuring plan is approved and the amounts to be incurred are estimable.

Refer to Note 19 - Restructuring Costs for further discussion on the restructuring plan implemented during the three months ended June 30, 2025.

Recent Accounting Standards to be Adopted

4 unchanged sentences

The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements disclosures.

The Company expects that adoption of the standard will increase its income tax related disclosures but will not have a material impact on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

5 unchanged sentences

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.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements disclosures.

The Company accounts for business combinations in accordance with the acquisition method of accounting under ASC 805 - Business Combinations (“ASC 805”).

3 unchanged sentences

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.

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 market 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):

The following table summarizes the fair value of the aggregate consideration paid or payable for Emission as of the acquisition date (in thousands):

Cash paid at closing (1) $ 8,997

5 unchanged sentences

(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

(3) The acquisition includes contingent consideration discussed below in the section titled “Contingent Payments”.

Contingent Payments

The Emission transaction included two arrangements that could result in additional cash payments to the seller.

1 unchanged sentence

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.

In accordance with ASC 710 - Compensation , Earnout 1 is recognized over the expected period certain technical requirements are transferred and certain milestones are completed, which the Company currently estimates to be eight 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.

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.

Refer to Note 8 - Fair Value of Financial Instruments for discussion on the fair value considerations for Earnout 2.

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

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the acquired assets and liabilities as of the acquisition date (in thousands):

Cash and cash equivalents $ 43

12 unchanged sentences

royalty, margin, and discount rates;

and certain published or readily available industry benchmark data.

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.

1 unchanged sentence

The goodwill is not deductible for income tax purposes.

As of June 30, 2025, the Company has booked a full impairment of the goodwill (refer to Note 4 - Goodwill and Intangible Assets) .

(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 purchase price allocation set forth above is preliminary as the Company continues to obtain information to complete the purchase price allocation.

The Company will record adjustments, if any, during the measurement period subsequent to the acquisition date and bases such adjustments only on facts and circumstances that existed as of the acquisition date.

Measurement period adjustments since the acquisition date have not been material.

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.

Acquisition costs related to the Emission transaction were not material for the three and six months ended June 30, 2025.

Call Option Agreement

3 unchanged sentences

Goodwill and Intangible Assets

Goodwill and Impairment

Goodwill represents the amount an acquisition’s purchase price exceeds the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed.

8 unchanged sentences

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.

During the second quarter of 2025, the Company assessed several events and circumstances, including a larger than expected decline in the Company's revenue and bookings primarily due to the rapidly changing macro-economic conditions resulting from reductions in US federal research funding, reductions in research and development spending by larger pharmaceutical customers, and new import tariffs.

As a result, the Company concluded it was more likely than not that that the fair value of its single reporting unit was less than its carrying value and performed a quantitative impairment test for its goodwill as of June 30, 2025.

The Company estimated the implied fair value of its reporting unit using a market valuation approach, which included inputs such as the Company's quoted stock price.

As a result of the quantitative test, the Company determined its goodwill was fully impaired and recorded an impairment charge of $ 6.4 million during the three months ended June 30, 2025.

The Company did not record a goodwill impairment in any other periods presented.

Changes in the carrying amount of goodwill are as follows (in thousands):

2 unchanged sentences

Acquisition of Emission 6,374

Balance as of March 31, 2025 $ 6,574

Goodwill impairment ( 6,374 )

Balance as of June 30, 2025 $ —

Intangible Assets, Long-Lived Assets, and Impairment

The Company continually assesses the determination of its asset groups, which primarily focuses on changes in the Company's operating structure, the way in which it expects to deploy its assets, or how the Company intends to recover the cost of it assets.

As a result of the acquisition of Emission, the Company reassessed its asset groups.

Primarily due to management's updated expectations of how it plans to deploy and recover the costs of its assets, the Company determined the assets acquired in the Emission acquisition would become their own asset group.

Prior to the quantitative goodwill impairment test, the Company tested the recoverability of its long-lived assets, including intangible assets and property and equipment.

The Company utilized an undiscounted cash flow analysis to determine if the cash flows expected to be generated by its asset groups over the remaining estimated useful lives of each group's primary asset were sufficient to recover the carrying value of each asset group.

Significant assumptions that form the basis of the forecasted results utilized to calculate undiscounted cash flows include estimates about future revenues, expenses, and market conditions related to these assets, as well as the disposal value of the asset group.

These estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that have been deemed reasonable by the Company.

Changes in the estimates or assumptions used could materially affect the determination of recoverability.

Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, lower than expected bookings growth, increases in costs, and other macroeconomic factors.

As of June 30, 2025, the Company concluded that none of its intangible or other long-lived assets were impaired.

Should economic conditions deteriorate further or remain depressed for a prolonged period of time, estimates of future cash flows for each of the Company’s asset groups may be insufficient to support their carrying value, requiring an impairment.

Impairment charges, if any, may be material to the results of operations and financial position.

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):

As of March 31, 2025

As of June 30, 2025

Life (in years) Gross Carrying

26 unchanged sentences

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.

The Company recorded amortization expense of $ 0.6 million and $ 0.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.2 million and $ 0.8 million for the six months ended June 30, 2025 and 2024, respectively.

Future estimated amortization expense is as follows (amounts in thousands):

As of March 31, 2025

As of June 30, 2025

Thereafter 8,293

6 unchanged sentences

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

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

North America EMEA Asia Pacific Total North America EMEA Asia Pacific Total

11 unchanged sentences

Total $ 532 $ — $ — $ 532 $ 729 $ — $ — $ 729

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.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

North America EMEA Asia Pacific Total North America EMEA Asia Pacific Total

Product revenue:

Instruments $ 1,414 $ 869 $ 2,300 $ 4,583 $ 1,988 $ 1,826 $ 1,198 $ 5,012

Consumable and other products 18,807 9,659 4,523 32,989 20,795 9,395 4,355 34,545

Total $ 20,221 $ 10,528 $ 6,823 $ 37,572 $ 22,783 $ 11,221 $ 5,553 $ 39,557

Service revenue:

Research services $ 8,867 $ 433 $ 324 $ 9,624 $ 13,537 $ 4,985 $ 297 $ 18,819

Service-type warranties 2,989 1,797 381 5,167 3,248 1,754 394 5,396

Other services 675 383 4 1,062 747 488 28 1,263

Total $ 12,531 $ 2,613 $ 709 $ 15,853 $ 17,532 $ 7,227 $ 719 $ 25,478

Collaboration and license revenue:

$ 1,303 $ — $ — $ 1,303 $ 884 $ — $ — $ 884

Total $ 1,303 $ — $ — $ 1,303 $ 884 $ — $ — $ 884

For the three and six months ended June 30, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues.

As of June 30, 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.

There were no contract assets as of June 30, 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.

During the three months ended June 30, 2025 and 2024, the Company recognized $ 3.1 million and $ 2.2 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period.

During the six months ended

June 30, 2025 and 2024, the Company recognized $ 5.6 million and $ 4.9 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.

As of June 30, 2025, the aggregate amount of transaction prices allocated to performance obligations that were not yet satisfied, or were partially satisfied, was $ 10.5 million.

Of this amount, $ 9.4 million is expected to be recognized as revenue in the next 12 months, with the remainder expected to be recognized thereafter.

5 unchanged sentences

Recognition of costs to obtain a contract ( 190 ) ( 183 )

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.

Balance as of June 30 $ 262 $ 280

The Company evaluates potential impairment of these amounts at each bala nce sheet date and no impairments were recorded during the three and six months ended June 30, 2025 and 2024.

Grant Revenue

5 unchanged sentences

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.

As of June 30, 2025, the Company had received $ 1.5 million of the total award value.

During each of the three and six months ended June 30, 2025, NIH grant revenue recognized and research and development expenses incurred were not material.

During the three and six months ended June 30, 2024, NIH grant revenue recognized and research and development expenses incurred were not material and $ 0.4 million, respectively.

Allowance for Credit Losses

3 unchanged sentences

Write-offs and recoveries collected ( 637 ) ( 118 )

Balance as of March 31 $ 1,095 $ 527

Balance as of June 30 $ 780 $ 1,012

Marketable Securities

1 unchanged sentence

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

As of June 30, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Commercial paper $ — $ — $ — $ —

Treasuries $ 57,755 $ 43 $ ( 19 ) $ 57,779

2 unchanged sentences

Total marketable securities $ 128,247 $ 97 $ ( 68 ) $ 128,276

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

5 unchanged sentences

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):

The following tables show the fair value and gross unrealized losses of the Company’s marketable securities 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 $ — $ —

As of June 30, 2025 Fair Value Unrealized Losses

Treasuries $ 31,906 $ ( 19 )

8 unchanged sentences

Total $ 74,648 $ ( 152 )

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.

During the six months ended June 30, 2025, the Company sold $ 12.7 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.

At June 30, 2025 and December 31, 2024, the Company had $ 1.2 million and $ 1.5 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

As of June 30, 2025 As of December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

5 unchanged sentences

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

As of June 30, 2025 Total Quoted prices in active markets (Level 1) Significant other observable inputs

Significant unobservable inputs

2 unchanged sentences

Money market funds $ 1,649 $ 1,649 $ — $ —

Commercial paper — — — —

Treasuries 13,846 — 13,846 —

Total cash equivalents 1,649 1,649 — —

Marketable securities:

Commercial paper — — — —

Treasuries 57,779 — 57,779 —

21 unchanged sentences

(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.

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.

6 unchanged sentences

Change in fair value of contingent consideration (2) ( 3,894 )

Balance as of March 31, 2025 $ 6,991

Balance as of June 30, 2025 $ 2,718

(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.

(2) Changes in fair value subsequent to the acquisition date were due to updated valuation inputs and the passage of time.

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.

The change is recorded in change in fair value of contingent consideration on the Consolidated Statements of Operations.

Nonrecurring Fair Value Measurements

6 unchanged sentences

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.

During the three and six months ended June 30, 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.

As of June 30, 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.

During the three months ended June 30, 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 or liabilities.

Inventory, net of inventory reserves, consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials $ 6,134 $ 7,215

4 unchanged sentences

Accrued expenses and other current liabilities consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued professional services $ 3,009 $ 4,897

1 unchanged sentence

Accrued tax liabilities 732 1,018

Contingent compensation — Earnout 1 (1) 7,900 —

Other accrued expenses 2,849 1,575

Total accrued expenses and other current liabilities $ 15,388 $ 8,851

(1) Represents the current portion of contingent compensation from Earnout 1 related to the Emission acquisition.

Refer to Note 3 - Acquisitions .

Stockholders' Equity

The following tables summarize the changes in equity during the three months ended March 31, 2025 and 2024, respectively (amounts in thousands):

The following tables summarize the changes in equity during the three months ended June 30, 2025 and 2024, respectively (amounts in thousands):

Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity

6 unchanged sentences

Balance at March 31, 2025 38,772 $ 39 $ 808,760 $ ( 1,821 ) $ ( 490,585 ) $ 316,393

Issuance of common stock under stock plans, net of tax and payments 101 — ( 188 ) — — ( 188 )

Stock-based compensation expense — — 5,373 — — 5,373

Unrealized losses on marketable securities, net of tax — — — ( 68 ) — ( 68 )

Foreign currency translation, net of tax — — — 961 — 961

Net loss — — — — ( 30,013 ) ( 30,013 )

Balance at June 30, 2025 38,873 $ 39 $ 813,945 $ ( 928 ) $ ( 520,598 ) $ 292,458

Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity

6 unchanged sentences

Balance at March 31, 2024 38,288 $ 38 $ 789,006 $ ( 2,953 ) $ ( 442,713 ) $ 343,378

Issuance of common stock under stock plans, net of tax and payments 110 — ( 328 ) — — ( 328 )

Stock-based compensation expense — — 5,228 — — 5,228

Unrealized losses on marketable securities, net of tax — — — ( 175 ) — ( 175 )

Foreign currency translation, net of tax — — — 62 — 62

Net loss — — — — ( 7,387 ) ( 7,387 )

Balance at June 30, 2024 38,398 $ 38 $ 793,906 $ ( 3,066 ) $ ( 450,100 ) $ 340,778

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):

Stock option activity for the six months ended June 30, 2025 is presented below (in thousands, except per share and contractual life amounts):

Number of options Weighted-average

7 unchanged sentences

Forfeited/expired ( 171 ) 13.81

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

Outstanding at June 30, 2025 5,816 $ 15.32 8.2 $ 168

Exercisable at June 30, 2025 2,010 $ 21.19 6.4 $ 50

Vested and expected to vest at June 30, 2025 5,816 $ 15.32 8.2 $ 168

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):

Restricted stock unit (“RSU”) activity for the six months ended June 30, 2025 is presented below (in thousands, except per share amounts):

Number of shares Weighted-average

5 unchanged sentences

Forfeited ( 192 ) 12.87

Unvested at March 31, 2025 1,968 $ 12.94

Unvested at June 30, 2025 1,785 $ 12.27

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.

During the six months ended June 30, 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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Cost of product revenue $ 262 $ 325 $ 573 $ 606

3 unchanged sentences

Total stock-based compensation expense $ 5,373 $ 5,228 $ 10,834 $ 10,493

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.

As of June 30, 2025, total unrecognized stock-based compensation expense related to unvested RSUs and stock options was $ 48.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years.

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 30,013 ) $ ( 7,387 ) $ ( 50,517 ) $ ( 18,550 )

2 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Stock options 5,830 3,660 5,426 3,590

2 unchanged sentences

Total dilutive shares 7,723 5,088 7,228 4,937

The Company’s effective tax rates were 12.4 % and ( 1.6 )% for the three months ended March 31, 2025 and 2024, respectively.

The Company’s effective tax rates were 0.2 % and 5.6 % for the three and six months ended June 30, 2025, respectively, and ( 1.6 )% for both the three and six months ended June 30, 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.

1 unchanged sentence

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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions impacting taxes, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the impact of the OBBBA on its Consolidated Financial Statements.

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.

During the second quarter of 2025, the Company and STRATEC Consumables GmbH (“STRATEC”) entered into the third amendment to the supply agreement with STRATEC (the “Amended STRATEC Supply Agreement”), effective as of January 1, 2025, related to the manufacturing of certain Simoa instruments.

As part of the Amended STRATEC Supply

Agreement, the Company agreed to purchase a minimum number of instruments in 2025 and 2026 at agreed upon pricing.

The Company may also be required to pay an additional annual maintenance fee based on the number of instruments purchased during 2025 and 2026, respectively.

The agreement may be terminated upon 12 months notice after the later of meeting the minimum purchases or December 31, 2026.

The total purchase commitment for instruments under the Amended STRATEC Supply Agreement is approximately $ 10.8 million.

There were no purchases made under the Amended STRATEC Supply Agreement during the three and six months ended June 30, 2025.

Other Purchase Commitments

The Company’s other 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 June 30, 2025, the Company’s total purchase commitments under these agreements were $ 0.9 million.

License Agreements

5 unchanged sentences

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.

The Company incurred no royalty expense under the Harvard License Agreement for the three and six months ended June 30, 2025 and 2024.

Refer to Note 16 - Related Party Transactions for a discussion of a related party relationship with Harvard.

3 unchanged sentences

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.

The Company incurred royalty expenses related to the Tufts License Agreement of $ 0.4 million and $ 0.8 million during the three and six months ended June 30, 2025, respectively, and $ 0.6 million and $ 1.1 million during the three and six months ended June 30, 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.

3 unchanged sentences

The undiscounted future lease payments for non-cancelable operating leases were as follows (in thousands):

Maturity of lease liabilities As of March 31, 2025

Maturity of lease liabilities As of June 30, 2025

2025 (remainder) $ 3,766

3 unchanged sentences

Total operating lease liabilities $ 35,534

During the three months ended March 31, 2025, the Company did not enter into any material leases.

During the three and six months ended June 30, 2025, the Company did not enter into any material leases.

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.

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 ).

In the first quarter of 2025, the Company entered into agreements with two entities owned by selling shareholders of Emission (refer to Note 3 - Acquisitions ) to continue development work on certain future products for Quanterix.

At June 30, 2025, the Company did not have any open payable balances with these entities and the Company incurred operating expenses of $ 0.3 million during both the three and six months ended June 30, 2025, respectively.

In the third quarter of 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.

Revenue recorded from sales of products and services to Harvard and Mass General Brigham was not material and $ 0.5 million for both the three and six months ended June 30, 2025, respectively, and not material and $ 0.5 million for the three and six months ended June 30, 2024, respectively.

Cost of product revenue and operating expenses with Harvard and Mass General Brigham were not material for the three and six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025 and December 31, 2024, open payables to Harvard and Mass General Brigham were not material.

Open receivables balances were $ 0.6 million at June 30, 2025 and were not material at December 31, 2024.

In the second quarter of 2007, the Company entered into the Tufts License Agreement for certain intellectual property owned by Tufts (refer to Note 15 - Commitments and Contingencies ).

At June 30, 2025 and December 31, 2024, open payable balances to Tufts were not material.

Variable Interest Entities

1 unchanged sentence

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.

As of June 30, 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.

2 unchanged sentences

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 CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of June 30, 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.

4 unchanged sentences

The following table presents the reconciliation of significant segment information reviewed by the CODM to consolidated net loss:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue from contracts with customers $ 24,454 $ 34,127 $ 54,728 $ 65,919

7 unchanged sentences

(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:

Impairment and restructuring costs – impairment charges for goodwill and other long-lived assets, and costs associated with approved restructuring plans including employee separation costs and any associated costs related to implementing a restructuring plan;

Change in fair value of contingent consideration – changes in the fair value of contingent consideration agreements as a result of updated valuation inputs and the passage of time;

Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities the Company is not using;

2 unchanged sentences

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.

The CODM reviews usage of cash, cash equivalents, marketable securities, accounts receivable, and inventory 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.

Restructuring Costs

On May 12, 2025, the Company announced a plan to reduce operating costs and preserve cash which included a reduction in force.

The plan was substantially completed by the end of the second quarter of 2025 and the Company expects to incur costs of approximately $ 1.5 million.

During the three and six months ended June 30, 2025, the Company incurred expenses of $ 1.3 million related to the reduction in force, substantially all of which will be cash payments in 2025 for severance and related benefits.

These expenses are recorded within impairment and restructuring on the Consolidated Statements of Operations.

The following table shows the accrual activity and payments relating to cash-based restructuring costs for the six months ended June 30, 2025:

Severance and related benefit costs

Balance as of December 31, 2024 $ ( 269 )

Costs ( 1,259 )

Balance as of June 30, 2025 $ ( 549 )

The accrual for severance and related benefit costs is included in accrued compensation on the Consolidated Balance Sheets.

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.

Acquisition of Akoya Biosciences, Inc.

On July 8, 2025 (the “Closing Date”), the Company, completed the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025 (the “Merger Agreement”), by and among the Company, Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Akoya Biosciences, Inc., a Delaware corporation (“Akoya”).

On the Closing Date, Merger Sub merged with and into Akoya (the “Merger”), with Akoya surviving the Merger as a wholly owned subsidiary of the Company.

Akoya is a life sciences technology company based in Marlborough, Massachusetts 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.

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.

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.

The acquisition of Akoya 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 laboratory service offerings.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $ 0.00001 per share, of Akoya outstanding immediately prior to the Effective Time was converted into the right to receive the following consideration:

(a) 0.1470 of a fully paid and nonassessable share of common stock, par value $ 0.001 per share, of the Company (the shares so delivered in respect of each share of Akoya common stock, the “Per Share Stock Consideration”) and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding and (b) $ 0.37 in cash, without interest (the “Per Share Cash Consideration”).

Total consideration paid was approximately 7.8 million shares of Quanterix common stock and $ 19.6 million of cash.

Concurrently with the acquisition of Akoya, on the Closing Date, the Company paid $ 82.1 million to settle Akoya's debt financing arrangement with Midcap Financial Trust.

The payment included $ 75.2 million to pay off the principal outstanding and $ 6.9 million in early termination, legal, and prepayment fees.

The initial accounting for the acquisition was not complete at the time of filing of this Quarterly Report on Form 10-Q due to the timing of the acquisition.

As a result, the full disclosures required under ASC 805-10-50 – Business Combinations cannot be made at this time.

Restructuring Costs

In July 2025, the Company announced plans to reduce costs and streamline operations to realize anticipated synergies and other benefits of the Akoya acquisition, which included reductions in force and elimination of duplicate corporate positions.

These reductions in force are expected to be substantially completed in the third quarter of 2025.

Under these plans, the Company expects to incur expenses of $ 5.8 million, in addition to the expenses incurred from the May 2025 restructuring (refer to Note 19 - Restructuring Costs ), substantially all of which will be cash expenditures incurred in 2025 for severance and related benefits.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements