Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in the section titled “Part I. Item 1. Financial Statements (Unaudited)” in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2025. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded numbers. In addition to historical information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results, performance, or experience may differ materially from those discussed below due to various important factors, risks, and uncertainties, including, but not limited to, those set forth in the sections titled “Part II, Item 1A. Risk Factors” and “Note Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q or in the section titled “Part I, Item 1A. Risk Factors” of our Form 10-K, as updated in the section titled “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 12, 2025. Unless the context otherwise requires, the terms “Quanterix,” the “Company,” “we,” “it,” “us, “and “our” in this Quarterly Report on Form 10-Q refer to Quanterix Corporation and its consolidated subsidiaries.
Overview
We are a life sciences company that develops and commercializes next-generation, ultra-sensitive digital immunoassay platforms that advance life sciences research and diagnostics. Our platforms are based on our proprietary digital “Simoa” detection technology and enable customers to reliably detect protein biomarkers at ultra-low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies. The ability of our Simoa platforms to detect proteins in the femtomolar range enables the development of novel therapies and diagnostics and has the potential to identify early-stage disease markers before symptoms appear to facilitate a paradigm shift in healthcare from an emphasis on later-stage treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention. Our Simoa platforms have achieved sign ificant commercial adoption with an installed base of over 1,000 instruments, and scientific validation with citations in more than 3,600 scientific publications in areas of high unmet medical need and research interest such as neurology, oncology and immunology, and inflammation.
Our instruments are designed to be used either with assays fully developed by us, including all antibodies and supplies required to run the assays, or with “homebrew” assay kits where we supply some of the components required for testing and the customer supplies the remaining required elements. Accordingly, our installed instruments generate a recurring revenue stream through the sale of these consumables. As the installed base of our Simoa instruments increases, we expect total consumables revenue to increase.
We commercially launched our HD-X instrument in the second half of 2019. The HD-X is an upgraded version of the Simoa HD-1 (our first Simoa instrument, launched in January 2014), collectively “HD Instruments”, that is designed to deliver significant productivity and operational efficiency improvements, as well as greater user flexibility. The HD-X uses our bead-based technology, and assays run on the HD-X are fully automated. At June 30, 2025 , appro ximately 84% of the HD Instrument installed base were HD-X instruments.
Further, we launched our SR-X instrument in 2017 as a compact desktop instrument with a lower price point, more flexible assay preparation, and a wider range of applications. The SR-X utilizes the same Simoa bead-based technology and assay kits as the HD-X.
With our acquisition of Aushon BioSystems, Inc. in 2018, we acquired a CLIA-certified laboratory and proprietary sensitive planar array detection technology. The Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) are federal regulatory standards that apply to all clinical laboratory testing performed on humans in the United States (with the exception of research testing that does not report patient specific results). Leveraging our proprietary sophisticated Simoa image analysis and data analysis algorithms, we further refined the planar array technology to develop the SP-X instrument to provide sensitivity similar to that found in our Simoa bead-based platform. We commercially launched the SP-X instrument in 2019.
30
Table of Contents
Our wholly-owned subsidiary UmanDiagnostics AB (“Uman”), a company located in Umeå, Sweden, supplies neurofilament light (“NfL”), antibodies, and enzyme-linked immunoassay (“ELISA”) kits, which are used by researchers and biopharmaceutical and diagnostics companies world-wide in the detection of NfL to advance the development of therapeutics and diagnostics for neurodegenerative conditions.
We also provide contract research services for customers and Laboratory Developed Test (“LDT”) services through our CLIA-certified Accelerator L aboratory (the “Accelerator Laboratory”). The Accelerator Laboratory provides customers with access to our Simoa technology and our 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. To date, we have completed over 2,500 projects for more than 500 customers from all over the world using our Simoa platforms.
We have an extensive base of customers including pharmaceutical, biotechnology, contract research organizations, academic, and governmental research institutions. We sell our instruments, consumables, and services through a direct field sales force and support organizations in North America and Europe, and through our own sales force and distributors in additional countries, including Australia, Brazil, China, Czech Republic, India, Hong Kong, Israel, Japan, New Zealand, Qatar, Saudi Arabia, Singapore, South Africa, South Korea, Taiwan, and the United Arab Emirates.
As of June 30, 2025, we had cash, cash equivalents, and marketable securities of $261.2 million and restricted cash of $2.6 million. Since our inception, we have incurred annual net losses. Our net losses were $30.0 million and $50.5 million for the three and six months ended June 30, 2025, respectively, and $7.4 million and $18.6 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $520.6 million and stockholders’ equity of $292.5 million.
We expect to incur operating losses at least through the next 12 months and we expect our expenses to increase as we:
• expand our research and development efforts to improve our existing, or to develop and launch, new assays and instruments. These expenses could be particularly significant if any of our products become subject to additional or more burdensome regulation by the U.S. Food and Drug Administration (the “FDA”);
• invest in Lucent Diagnostics, additional LDTs, and other diagnostics initiatives including entry into translational pharma and clinical diagnostic markets;
• seek Premarket Approval (“PMA”), de novo classification, or 510(k) clearance from the FDA for our existing products or new products, including new assays and instruments, if or when we decide to market products for use in the prevention, diagnosis, or treatment of a disease or other condition;
• strategically acquire and integrate companies or technologies that may be complementary to our business, including our acquisition of Akoya Biosciences, Inc. (“Akoya”) in July 2025;
• make required earnout payments under the Emission, Inc. ("Emission") acquisition agreement, which are contingent upon completion of certain technical milestones and the achievement of certain performance milestones;
• enter into collaboration arrangements, or in-license other products and technologies; and
• add or enhance operational, financial, and management information systems.
We believe the acquisition of Akoya and subsequent integration activities should, over time, generate synergies that will offset the expenses and operating losses we otherwise expect to incur. As further described in the section titled "Recent Business Developments - Restructuring Costs" below, in July 2025 we implemented actions to realize some of the synergies of the acquisition. As a result of these actions and the continued integration activities, we expect the combined company will be cash flow breakeven in 2026.
31
Table of Contents
Recent Business Developments
Acquisitions
Akoya
On July 8, 2025, we completed the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025 (the “Merger Agreement”) to acquire Akoya, a life sciences technology company based in Marlborough, Massachusetts delivering spatial biology solutions through the power of spatial phenotyping. Spatial phenotyping refers to a rapidly evolving 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 their understanding of disease progression and patient response to therapy. Akoya commercializes proprietary instrument platforms, reagents, software, and services that offer end-to-end solutions to perform tissue analysis and spatial phenotyping from discovery through translational and clinical research and diagnostics.
Pursuant to the Merger Agreement, a newly formed, wholly owned subsidiary of Quanterix merged with and into Akoya, with Akoya continuing as the surviving corporation and becoming a wholly owned subsidiary of Quanterix (the "Merger"). At the effective time of the Merger (the “Effective Time”), each share of Akoya common stock outstanding immediately prior to the Effective Time was converted into the right to receive: (a) 0.1470 of a share of our common stock and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding and (b) $0.37 in cash, without interest.
Concurrently with the acquisition, on July 8, 2025, we paid $82.1 million to settle Akoya's debt financing arrangement with Midcap Financial Trust (the “Midcap Trust Term Loan”). The payment included a $75.2 million payoff of the principal outstanding and $6.9 million in early termination, legal, and prepayment fees.
Emission
On January 8, 2025, we acquired all of the issued and outstanding shares of capital stock of 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 its proprietary beads. The transaction is part of our plans to secure the use of Emission’s highly controlled beads in our next generation platforms and expansion into a new multi-plex segment targeting third-party original equipment manufacturer customers. As part of the acquisition of Emission, we made an upfront payment of $9.0 million, with up to an additional $1.0 million payable at the end of the holdback period and an additional $10.0 million payable upon completion of certain technical milestones. Additionally, the selling shareholders of Emission (collectively, the “Emission Shareholders”) may receive up to an additional $50.0 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones.
In connection with the closing of the acquisition, the parties entered into a call option agreement (the “Option Agreement”), in which the Emission 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 Shareholders exercise the right to repurchase Emission under the Option Agreement and consummate the repurchase, we will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize our products.
Goodwill Impairment
During the second quarter of 2025, we 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. Based on a quantitative impairment test of our goodwill as of June 30, 2025, which estimated the implied fair value of our single reporting unit under a market valuation approach (using inputs such as our quoted stock price), we determined our entire goodwill balance was impaired. As a result, we recorded a $6.4 million impairment charge in the three months ended June 30, 2025.
32
Table of Contents
Restructuring Costs
In May and July 2025, we announced plans to reduce operating costs, preserve cash, and realize anticipated synergies and other benefits of the Akoya acquisition. As part of these plans, we have implemented actions to reduce our operating expenses by approximately $30.0 million in 2025, which we expect to result in annualized savings of approximately $67.0 million. We expect to generate additional cost savings over the remainder of 2025, which we believe will increase our annualized savings to approximately $85.0 million.
We incurred expenses of $1.3 million in the second quarter of 2025 and expect to incur expenses of approximately $5.3 million in the third quarter of 2025 related to the reductions in force, substantially all of which relate to cash expenditures for severance and related benefits. The reductions in force are expected to be substantially completed in the third quarter of 2025.
ISO 13485 Certification
On January 31, 2025, we received ISO 13485 certification for our operations in Billerica, Massachusetts. ISO 13485 certification indicates that a company has implemented a quality management system that meets international requirements for medical device manufacturing.
33
Table of Contents
Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024:
The following table sets forth select Consolidated Statements of Operations data, and such data as a percentage of total revenues (in thousands, except percentages):
Three Months Ended June 30, Increase (Decrease)
2025 % of revenue 2024 % of revenue Amount %
Revenues:
Product revenue $ 16,832 69 % $ 19,887 58 % $ (3,055) (15) %
Service and other revenue 7,090 29 % 13,511 39 % (6,421) (48) %
Collaboration and license revenue 532 2 % 729 2 % (197) (27) %
Grant revenue 22 — % 254 1 % (232) (91) %
Total revenues 24,476 100 % 34,381 100 % (9,905) (29) %
Costs of goods sold and services:
Cost of product revenue 9,295 38 % 6,670 19 % 2,625 39 %
Cost of service and other revenue 3,881 16 % 5,477 16 % (1,596) (29) %
Total costs of goods sold and services 13,176 54 % 12,147 35 % 1,029 8 %
Gross profit 11,300 46 % 22,234 65 % (10,934) (49) %
Operating expenses:
Research and development 9,081 37 % 8,169 24 % 912 11 %
Selling, general and administrative 31,353 128 % 24,080 70 % 7,273 30 %
Other lease costs 296 1 % 927 3 % (631) (68) %
Impairment and restructuring costs 7,670 31 % — — % 7,670 100 %
Total operating expenses 48,400 197 % 33,176 97 % 15,224 46 %
Loss from operations (37,100) (151) % (10,942) (32) % (26,158) 239 %
Other income (expense):
Interest income 2,692 11 % 3,681 11 % (989) (27) %
Change in fair value of contingent consideration 4,273 17 % — — % 4,273 (100) %
Other income (expense), net 49 — % (9) — % 58 (644) %
Loss before income taxes (30,086) (123) % (7,270) (21) % (22,816) 314 %
Income tax benefit (expense) 73 — % (117) — % 190 (162) %
Net loss $ (30,013) (123) % $ (7,387) (21) % $ (22,626) 306 %
Revenues
Total revenues decreased $9.9 million, or 29%, to $24.5 million for the three months ended June 30, 2025, compared to $34.4 million for the three months ended June 30, 2024.
For the three months ended June 30, 2025, product revenue consisted of instrument sales of $2.0 million and sales of consumables and other products of $14.9 million. Product revenue decreased $3.1 million , or 15% , to $16.8 million for the three months ended June 30, 2025 , compared to $19.9 million for the three months ended June 30, 2024 . The decrease was primarily due to a slowdown in US federal research funding that reduced demand from academic customers, and rapidly changing macro-economic conditions that caused decreased demand from pharmaceutical customers as research and development spending and clinical trials slowed down. We expect softness in instrument sales to continue in 2025 as a result of what we believe is a constrained capital funding environment. We believe instrument sales will recover with an improvement in the capital funding environment and further believe the introduction of our Simoa One instrument, which is expected to launch by the end of 2025, will help grow instrument sales in future years. We also expect the uncertain macro-economic environment to cause fluctuations in consumable sales for the remainder of 2025.
34
Table of Contents
Service revenue decreased $6.4 million, or 48%, to $7.1 million, for the three months ended June 30, 2025, compared to $13.5 million for the three months ended June 30, 2024. The decrease was primarily due to the completion of a collaboration agreement with Eli Lilly and Company in the third quarter of 2024, which previously generated $1.5 million of revenue per quarter, as well as other large pharmaceutical projects in 2024 that have not repeated. While we continue to see strong opportunities with customers, the uncertain macro-economic environment is expected to continue to drive fluctuations in Accelerator Laboratory revenue in 2025.
Collaboration and license revenue decreased $0.2 million , or 91% , to $0.5 million for the three months ended June 30, 2025 , compared to $0.7 million for the three months ended June 30, 2024 . The decrease was primarily due to LDT and other diagnostic related license revenues in 2024 that have not repeated.
Cost of Goods Sold and Services
Total cost of goods sold and services increased $1.0 million , or 8% , to $13.2 million for the three months ended June 30, 2025 , compared to $12.1 million for the three months ended June 30, 2024 .
Cost of product revenue increased $2.6 million , or 39% , to $9.3 million for the three months ended June 30, 2025 , compared to $6.7 million for the three months ended June 30, 2024 . This increase was primarily due to (1) an increase in the inventory reserve for expiring materials, (2) decreased capitalization of labor and overhead costs as a result of lower production volume and output, and (3) an increase from the amortization of the intangible asset acquired as part of the Emission acquisition in January 2025. These increases were partially offset by lower royalty expenses due to lower sales.
Cost of service and other revenue decreased $1.6 million, or 29%, to $3.9 million for the three months ended June 30, 2025 , compared to $5.5 million for the three months ended June 30, 2024. This decrease was due to lower volumes of sample testing and assay development services in our Accelerator Laboratory and a decrease in headcount and related compensation and benefits costs from the May 2025 restructuring.
Research and Development
Research and development expense increased $0.9 million, or 11%, to $9.1 million for the three months ended June 30, 2025, compared to $8.2 million for the three months ended June 30, 2024.
The $0.9 million increase was partially due to a non-recurring $2.1 million charge associated with the contingent compensation payable under the acquisition of Emission. Excluding the effect of this charge, research and development expenses decreased $1.2 million from the prior year primarily due to a $1.6 million decrease in costs of outside services, research lab supplies, and equipment to enable product development. We believe that our continued investment in research and development is essential to our long-term competitive position. We expect that the realization of anticipated synergies from the acquisition of Akoya should enable us to maintain research and development expense at a more consistent level in future periods.
Selling, General and Administrative
Selling, general and administrative expense increased $7.3 million, or 30%, to $31.4 million for the three months ended June 30, 2025, compared to $24.1 million for the three months ended June 30, 2024. Included within selling, general, and administrative expense are shipping and handling costs for product sales of $1.3 million and $2.1 million for the three months ended June 30, 2025 and 2024, respectively.
The $7.3 million increase in selling, general and administrative expense was partially due to $6.2 million of non-recurring costs, which included a $4.1 million increase in acquisition costs related to the acquisition of Akoya and a $2.1 million charge associated with the contingent compensation payable under the acquisition of Emission. Excluding the effect of these costs, the remaining $1.1 million increase was due to (1) a $0.7 million increase in professional services and consulting fees, primarily related to our efforts to remediate the material weaknesses in our internal control over financial reporting described in our Form 10-K, (2) a $0.7 million increase in compensation, benefit, and stock-based compensation expenses, (3) a $0.6 million one-time reimbursement in 2024 for a process improvement project, and (4) a $0.5 million increase related to a leased facility we began using in the fourth quarter of 2024. These increases were partially offset by a $0.8 million decrease in shipping and handling costs primarily due to lower sales and a $0.7 million decrease in our accounts receivable reserve due to improved collections efforts. We do not expect selling, general and administrative expenses to increase in future periods at the same rate as total revenue or research and development expenses.
35
Table of Contents
Other Lease Costs
Other lease costs decreased $0.6 million, or 68%, to $0.3 million for the three months ended June 30, 2025, as compared to $0.9 million for the three months ended June 30, 2024. In the fourth quarter of 2024, we began using one of the leased facilities that we did not occupy as a result of the restructuring and strategic realignment plan in August 2022. Accordingly, as of the fourth quarter of 2024, the amortization of the operating lease right-of-use asset and related leased facility operating expenses at this facility are no longer recorded in other lease costs.
Impairment and Restructuring Costs
We recorded impairment and restructuring costs of $7.7 million for the three months ended June 30, 2025 relating to a goodwill impairment charge and severance and related benefit expenses from the May 2025 restructuring. No such costs were recorded in the three months ended June 30, 2024,
Interest Income
Interest income decreased $1.0 million, or 27%, to $2.7 million for the three months ended June 30, 2025, as compared to $3.7 million for the three months ended June 30, 2024. The decrease in fair value was primarily due to lower interest rates and a lower balance of cash, cash equivalents, and marketable securities.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration decreased $4.3 million, or 100%, for the three months ended June 30, 2025. The contingent consideration arrangement relates to the Emission acquisition that closed in the first quarter of 2025. The decrease was due to updates to the valuation inputs and the passage of time between the acquisition date and end of the quarter.
Income Tax (Expense) Benefit
Income tax benefit was $0.1 million for the three months ended June 30, 2025 as compared to income tax expense of $0.1 million for the three months ended June 30, 2024.
36
Table of Contents
Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024:
The following table sets forth select Consolidated Statements of Operations data, and such data as a percentage of total revenues (in thousands, except percentages):
Six Months Ended June 30, Increase (Decrease)
2025 % of revenue 2024 % of revenue Amount %
Revenues:
Product revenue $ 37,572 69 % $ 39,557 60 % $ (1,985) (5) %
Service and other revenue 15,853 29 % 25,478 38 % (9,625) (38) %
Collaboration and license revenue 1,303 2 % 884 1 % 419 47 %
Grant revenue 82 — % 528 1 % (446) (84) %
Total revenues 54,810 100 % 66,447 100 % (11,637) (18) %
Costs of goods sold and services:
Cost of product revenue 19,059 35 % 14,907 22 % 4,152 28 %
Cost of service and other revenue 8,035 15 % 10,758 16 % (2,723) (25) %
Total costs of goods sold and services 27,094 49 % 25,665 39 % 1,429 6 %
Gross profit 27,716 51 % 40,782 61 % (13,066) (32) %
Operating expenses:
Research and development 19,117 35 % 14,911 22 % 4,206 28 %
Selling, general and administrative 63,812 116 % 50,119 75 % 13,693 27 %
Other lease costs 584 1 % 1,851 3 % (1,267) (68) %
Impairment and restructuring costs 7,670 31 % — — % 7,670 100 %
Total operating expenses 91,183 152 % 66,881 101 % 24,302 36 %
Loss from operations (63,467) (102) % (26,099) (39) % (37,368) 143 %
Other income (expense):
Interest income 5,962 11 % 7,629 11 % (1,667) (22) %
Change in fair value of contingent consideration 3,894 7 % — — % 3,894 100 %
Other income (expense), net 108 — % 217 — % (109) (50) %
Loss before income taxes (53,503) (84) % (18,253) (27) % (39,144) 214 %
Income tax benefit (expense) 2,986 5 % (297) — % 3,283 (1105) %
Net loss $ (50,517) (78) % $ (18,550) (28) % $ (35,861) 193 %
Revenues
Total revenues decreased $11.6 million, or 18%, to $54.8 million for the six months ended June 30, 2025, compared to $66.4 million for the six months ended June 30, 2024.
For the six months ended June 30, 2025, product revenue consisted of instrument sales of $4.6 million and sales of consumables and other products of $33.0 million. Product revenue decreased $2.0 million , or 5% , to $37.6 million for the six months ended June 30, 2025 , compared to $39.6 million for the six months ended June 30, 2024 . The decrease was primarily due to a slowdown in US federal research funding that reduced demand from academic customers, and rapidly changing macro-economic conditions that caused decreased demand from pharmaceutical customers as research and development spending and clinical trials slowed down. We expect softness in instrument sales to continue in 2025 as a result of what we believe is a constrained capital funding environment. We believe instrument sales will recover with an improvement in the capital funding environment and further believe the introduction of our Simoa One instrument, which is expected to launch by the end of 2025, will help grow instrument sales in future years. We also expect the uncertain macro-economic environment to cause fluctuations in consumable sales for the remainder of 2025.
37
Table of Contents
Service revenue decreased $9.6 million, or 38%, to $15.9 million, for the six months ended June 30, 2025, compared to $25.5 million for the six months ended June 30, 2024. The decrease was primarily due to the completion of a collaboration agreement with Eli Lilly and Company in the third quarter of 2024, which previously generated $1.5 million of revenue per quarter, as well as other large pharmaceutical projects in 2024 that have not repeated. While we continue to see strong opportunities with customers, the uncertain macro-economic environment is expected to continue to drive fluctuations in Accelerator Laboratory revenue in 2025.
Collaboration and license revenue increased $0.4 million , or 47% , to $1.3 million for the six months ended June 30, 2025 , compared to $0.9 million for the six months ended June 30, 2024 . The increase was primarily due to royalties earned on certain consumables licensed to third parties.
Cost of Goods Sold and Services
Total cost of goods sold and services increased $1.4 million , or 6% , to $27.1 million for the six months ended June 30, 2025 , compared to $25.7 million for the six months ended June 30, 2024 .
Cost of product revenue increased $4.2 million , or 28% , to $19.1 million for the six months ended June 30, 2025 , compared to $14.9 million for the six months ended June 30, 2024 . This increase was primarily due to (1) an increase in the inventory reserve for expiring materials, (2) decreased capitalization of labor and overhead costs as a result of lower production volume and output, and (3) an increase from the amortization of the intangible asset acquired as part of the Emission acquisition in January 2025. These increases were partially offset by lower royalty expenses due to lower sales.
Cost of service and other revenue decreased $2.7 million , or 25% , to $8.0 million for the six months ended June 30, 2025 , compared to $10.8 million for the six months ended June 30, 2024 . This decrease was due to lower volumes of sample testing and assay development services in our Accelerator Laboratory and a decrease in headcount and related compensation and benefits costs from the May 2025 restructuring.
Research and Development
Research and development expense increased $4.2 million, or 28%, to $19.1 million for the six months ended June 30, 2025, compared to $14.9 million for the six months ended June 30, 2024.
The $4.2 million increase was partially due to a non-recurring $4.0 million charge associated with the contingent compensation payable under the acquisition of Emission. Excluding the effect of this charge, the remaining $0.2 million increase was primarily related to a $1.1 million increase in compensation, benefit, and stock-based compensation expenses which was partially offset by a $1.0 million decrease in costs of outside services, research lab supplies, and equipment to enable product development. We believe that our continued investment in research and development is essential to our long-term competitive position. We expect that the realization of anticipated synergies from the acquisition of Akoya should enable us to maintain research and development expense at a more consistent level in future periods.
Selling, General and Administrative
Selling, general and administrative expense increased $13.7 million, or 27%, to $63.8 million for the six months ended June 30, 2025, compared to $50.1 million for the six months ended June 30, 2024. Included within selling, general, and administrative expense are shipping and handling costs for product sales of $2.9 million and $4.2 million for the six months ended June 30, 2025 and 2024, respectively.
The $13.7 million increase in selling, general and administrative was partially due to $10.6 million of non-recurring costs, which included a $6.7 million increase in acquisition costs related to the acquisition of Akoya and a $3.9 million charge associated with the contingent compensation payable under the acquisition of Emission. Excluding the effect of these costs, the remaining $3.1 million increase was due to (1) a $2.4 million increase in professional services and consulting fees, primarily related to our efforts to remediate the material weaknesses in our internal control over financial reporting described in our Form 10-K, (2) a $0.9 million increase related to a leased facility we began using in the fourth quarter of 2024, (3) a $0.7 million increase in compensation, benefit, and stock-based compensation expenses, (4) a $0.7 million one-time reimbursement in 2024 for a process improvement project, and (5) a $0.4 million increase in marketing expense for promotion and branding. These increases were partially offset by a $1.3 million decrease in shipping and handling costs primarily due to lower sales.
38
Table of Contents
Other Lease Costs
Other lease costs decreased $1.3 million, or 68%, to $0.6 million for the six months ended June 30, 2025, compared to $1.9 million for the six months ended June 30, 2024. In the fourth quarter of 2024, we began using one of the leased facilities that we did not occupy as a result of the restructuring and strategic realignment plan in August 2022. Accordingly, as of the fourth quarter of 2024, the amortization of the operating lease right-of-use asset and related leased facility operating expenses at this facility are no longer recorded in other lease costs.
Impairment and Restructuring Costs
We recorded impairment and restructuring costs of $7.7 million for the six months ended June 30, 2025 relating to a goodwill impairment charge and severance and related benefit expenses from the May 2025 restructuring. No such costs were recorded in the six months ended June 30, 2024.
Interest Income
Interest income decreased $1.7 million, or 22%, to $6.0 million for the six months ended June 30, 2025, as compared to $7.6 million for the six months ended June 30, 2024. The decrease in fair value was primarily due to lower interest rates and a lower balance of cash, cash equivalents, and marketable securities.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration increased $3.9 million, or 100%, to $3.9 million for the six months ended June 30, 2025. The contingent consideration arrangement relates to the Emission acquisition that closed in the first quarter of 2025. The increase was due to updates to the valuation inputs and the passage of time between the acquisition date and end of the quarter.
Income Tax (Expense) Benefit
Income tax benefit increased $3.3 million, or 1105%, to $3.0 million for the six months ended June 30, 2025, as compared to $0.3 million for the six months ended June 30, 2024. The change was primarily due to the release of a portion of our valuation allowance on deferred tax assets due to temporary tax differences related to the acquisition of Emission.
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents, marketable securities, and funds generated from sales of our products and services. As of June 30, 2025, we had $132.9 million of cash and cash equivalents and $128.3 million of marketable securities. Historically we have also financed our operations through equity offerings and borrowings from credit facilities. Our liquidity requirements have consisted, and we expect that they will continue to consist, of sales and marketing expenses, research and development expenses, working capital, general corporate expenses, and payments related to our acquisition activity.
For our January 2025 acquisition of Emission, we funded the $8.9 million cash payment at closing entirely with cash on hand, and we are obligated to make certain future contingent cash payments related to the Emission acquisition. We also funded the payments for our July 8, 2025 acquisition of Akoya entirely with cash on hand, including $19.6 million of cash consideration for the acquisition and $82.1 million for the repayment of Akoya's outstanding Midcap Trust Term Loan, including early termination and related fees (collectively, the "Akoya Payments"). After making the Akoya Payments, we had approximately $163.0 million in cash, cash equivalents, and marketable securities.
We believe our cash, cash equivalents, and marketable securities, along with funds generated from sales of our products and services, after taking into account the Akoya Payments, will be sufficient to meet our anticipated operating cash requirements for at least 12 months from the date of this Quarterly Report on Form 10-Q.
As a result of the acquisition of Akoya, along with actions already taken to reduce operating costs, preserve cash, and realize anticipated synergies and other benefits of acquisition, we expect the combined company will be cash flow breakeven in 2026.
39
Table of Contents
Our future capital requirements will depend on many factors, including, but not limited to, our pace of growth, expansion or introduction of instruments, assays, and services, including Lucent Diagnostics, advancing access to our diagnostic tests, market acceptance of our products and services, regulatory requirements, regulatory approval of our products or services, and the effects of competition, technological developments, and broader market and economic trends.
We regularly assess other potential acquisitions and may need capital to pursue acquisitions of complementary businesses, services, and technologies. To the extent our existing cash, cash equivalents, and marketable securities are insufficient to fund future activities or requirements to continue operating our business, we may need to raise additional capital. If the conditions for raising capital are favorable, we may seek to finance future cash needs through public or private equity, debt offerings, or other financings.
If needed, we cannot guarantee that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, if needed, we may have to delay development or commercialization of our products and services. We also may have to reduce marketing, customer support, or other resources devoted to our products, or cease operations.
Cash Flows
The following table summarizes our cash flows (in thousands):
Six Months Ended June 30,
2025 2024
Net cash used in operating activities $ (19,543) $ (25,115)
Net cash provided by (used in) investing activities 94,642 (102,220)
Net cash provided by (used in) financing activities (336) 271
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 74,763 $ (127,064)
Operating Activities
We derive cash flows from operations primarily from the sale of our products and services. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses to develop new products and services, invest in process and product improvements, and increase our sales and marketing efforts. We have historically experienced negative cash flows from operating activities as we have developed our technology, expanded our business, and built our infrastructure. We expect negative cash flows from operating activities will continue at least through 2025.
Net cash used in operating activities was $19.5 million and $25.1 million for the six months ended June 30, 2025 and 2024, respectively. The $5.6 million decrease in net cash used in operations was driven by a change in working capital items, primarily a decrease in accounts receivable from efforts to improve collections and a decrease in raw materials purchases. This decrease was partially offset by an overall increase in our net loss, adjusted for non-cash items. The primary changes in our non-cash items were a $6.4 million year over year increase from a goodwill impairment charge, which was partially offset by a $3.9 million year over year decrease in the change in fair value of the Emission contingent consideration. Cash used in operations during the first half of 2025 also included payments for professional fees supporting due diligence, legal, and accounting activities related to the acquisition of Akoya.
Investing Activities
Our primary investing activities have consisted of purchases of marketable securities. Additionally, we use funds to acquire companies and to make capital expenditures for the purchase of property and equipment to support our infrastructure.
Net cash provided by investing activities was $94.6 million during the six months ended June 30, 2025, which consisted of proceeds from sales and maturities of marketable securities of $135.9 million and cash used of $9.0 million for
40
Table of Contents
the acquisition of Emission, $30.2 million for the purchase of marketable securities, and $2.0 million for purchases of property and equipment.
Net cash used in investing activities was $102.2 million during the six months ended June 30, 2024, which consisted of the purchase of $189.3 million of marketable securities and $2.1 million for purchases of property and equipment, was partially offset by proceeds from sales and maturities of marketable securities of $89.2 million.
Financing Activities
Net cash used in financing activities was $0.3 million during the six months ended June 30, 2025, compared to net cash provided by financing activities of $0.3 million during the six months ended June 30, 2024. These cash flows are related to the issuance of our common stock under our equity incentive plans and payments for employee taxes withheld.
Future Cash Obligations
As of June 30, 2025, there have been no material changes to our contractual obligations and commitments from those described in the section titled “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K, other than those described below.
Emission Acquisition
The acquisition of Emission included two arrangements that could result in additional cash payments to the selling shareholders. 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”). Earnout 1 is recognized as compensation expense over the estimated period the technical requirements and milestones are completed. Earnout 2 is recorded at fair value each reporting period and at June 30, 2025 was fair valued at $2.7 million.
Acquisition of Akoya
Under the terms of the Merger Agreement, on July 8, 2025 we acquired Akoya for consideration of approximately 7.8 million shares of Quanterix common stock and $19.6 million of cash. We additionally paid $82.1 million in cash to settle the Midcap Trust Term Loan.
STRATEC
During the second quarter of 2025, we 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, we agreed to purchase a minimum number of instruments in 2025 and 2026 at agreed upon pricing. We 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's 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 Commitments
In addition to the cash commitments disclosed in our Form 10-K, we may have other payables and liabilities that may be legally enforceable but are not considered contractual commitments.
Critical Accounting Policies and Estimates
Our critical accounting policies and significant estimates that involve a higher degree of judgment and complexity are described in the section titled “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” included in our Form 10-K.
41
Table of Contents
There have been no material changes to our critical accounting policies and estimates as previously disclosed in that report, except that the policy under the heading “Impairment of Other Long-Lived Assets” is deleted and replaced in its entirety by the following sections:
Acquired Goodwill, Intangible Assets, and Contingent Consideration
When acquiring a business, we determine the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date, which may include a significant amount of intangible assets such as customer relationships, technology, trademarks and trade names, and non-compete agreements, as well as goodwill and contingent consideration.
The determination of the fair values these assets and liabilities involves significant judgment in selecting inputs used in a valuation methodology, including expected future revenues or cash flows, future changes in technology, estimated replacement costs, covenants not to compete, obsolescence of developed technologies, the likelihood and timing of achieving milestones or performance targets, discount rates, and assumptions about the period of time a brand will continue to be used in our product portfolio. We typically engage third-party valuation experts to assist us with the fair value analyses. Our estimates of fair value are based upon assumptions and inputs we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. A change in the inputs used could have a material impact on the estimated fair values.
Intangible assets with finite lives consist of customer relationships, developed technology, know-how, trademarks and trade names, and non-compete agreements and are recorded at their fair values as described above. These assigned values are amortized over each asset's useful life on a basis which best matches the periods in which the economic benefits are expected to be realized. Determining an intangible asset's useful life requires significant judgment and is based on evaluating a number of factors, including, but not limited to, the expected use of the asset, historical client retention rates, consumer awareness, trademark and trade name history, and any contractual provisions that could limit or extend an asset's useful life. Actual useful lives may differ from estimated useful lives.
Business combinations may also include contingent consideration to be paid based on the occurrence of future events, such as the completion of a technical milestone or upon meeting certain performance targets. Contingent consideration treated as purchase price is a liability recorded at fair value, as described above, at the acquisition date. We remeasure the fair value of outstanding contingent consideration liabilities at each reporting period and changes are recognized in change in fair value of contingent consideration on the Consolidated Statements of Operations.
Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets
Goodwill is required to be assessed for impairment at least annually or whenever events or circumstances indicate that there may be an impairment. An impairment assessment requires evaluating a potential impairment at the reporting unit level 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. Reporting units are determined based on the components of our operating segments that constitute a business for which financial information is available and for which operating results are regularly reviewed by segment management. 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.
Absent an event that indicates a specific impairment may exist, we have selected October 1st as the date to perform our annual goodwill impairment test. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired businesses is impaired. Any resulting impairment loss could have a material adverse impact on our results of operations.
We continually evaluate whether events or circumstances have occurred that indicate the carrying value of these assets may not be recoverable, or the estimated remaining useful life of any of our intangible assets or property and equipment, or the estimated remaining lease term of any of our operating lease right-of-use assets may warrant revision. Additionally, we continually assess the determination of our asset groups, which primarily focuses on changes in our operating structure, the way in which we expect to deploy our assets, or how we intend to recover the cost of our assets.
42
Table of Contents
To assess the recoverability of a long-lived asset or asset group, we compare 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, we estimate 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 assumptions that form the basis of the forecasted results utilized to calculate undiscounted cash flows include but are not limited to, estimates about future revenues, expenses, asset disposal value, expected uses of the asset, 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. To the extent that the future cash flows are less than the carrying value, a long-lived asset or asset group is impaired and written down to its estimated fair value.
Non-GAAP Financial Measures
To supplement our financial statements presented on a U.S. GAAP basis, we present the following non-GAAP financial measures: adjusted gross profit, adjusted gross margin, adjusted total operating expenses, and adjusted loss from operations. These non-GAAP measures are calculated by (1) including shipping and handling costs for product sales within cost of product revenue instead of within selling, general and administrative expenses and (2) e xcluding amortization of certain acquired intangible assets, acquisition and integration related costs, and certain other items which include other charges or benefits resulting from transactions or events that are highly variable, significant in size, and that we do not believe are indicative of ongoing or future business operations. Adjusted gross margin is calculated as adjusted gross profit divided by total revenues.
We believe that presentation of these non-GAAP financial measures provides supplemental information useful to investors in understanding our underlying operating results and trends. We use these non-GAAP financial measures to evaluate our operating performance in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business and our competitors. We believe that presentation of these non-GAAP financial measures provides useful information to investors in assessing our operating performance within our industry and to allow comparability with the presentation of other companies in our industry.
The non-GAAP financial measures presented here should be considered in conjunction with, and not as a substitute for, the financial information presented in accordance with U.S. GAAP.
43
Table of Contents
Set forth below is a reconciliation of adjusted gross profit, adjusted gross margin, adjusted total operating expenses, and adjusted loss from operations to their most directly comparable GAAP financial measures (in thousands, except percentages):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Gross profit $ 11,300 $ 22,234 $ 27,716 $ 40,782
Shipping and handling costs (1,299) (2,075) (2,876) (4,217)
Amortization of acquired intangible assets (1) 234 — 461 —
Adjusted gross profit (non-GAAP) $ 10,235 $ 20,159 $ 25,301 $ 36,565
Total revenues $ 24,476 $ 34,381 $ 54,810 $ 66,447
Gross margin (gross profit as % of total revenues) 46.2% 64.7% 50.6% 61.4%
Adjusted gross margin (non-GAAP) (adjusted gross profit as % of total revenues) 41.8% 58.6% 46.2% 55.0%
Total operating expenses $ 48,400 $ 33,176 $ 91,183 $ 66,881
Shipping and handling costs (1,299) (2,075) (2,876) (4,217)
Acquisition and integration related costs (2) (4,139) — (7,717) —
Earnout recorded as compensation expense (3) (4,156) — (7,900) —
Impairment and restructuring costs (4) (7,670) — (7,670) —
Adjusted total operating expenses (non-GAAP) $ 31,136 $ 31,101 $ 65,020 $ 62,664
Loss from operations $ (37,100) $ (10,942) $ (63,467) $ (26,099)
Amortization of acquired intangible assets (1) 234 — 461 —
Acquisition and integration related costs (2) 4,139 — 7,717 —
Earnout recorded as compensation expense (3) 4,156 — 7,900 —
Impairment and restructuring costs (4) 7,670 — 7,670 —
Adjusted loss from operations (non-GAAP) $ (20,901) $ (10,942) $ (39,719) $ (26,099)
(1) Consists only of the amortization of intangible assets acquired in 2025.
(2) Represents acquisition and integration costs directly related to the Company's business combinations. Acquisition costs include professional and consulting fees supporting due diligence, legal, and accounting activities to execute a transaction. Integration costs include third party and internal direct costs to integrate acquired companies, employees, and their customers.
(3) Consists of the earnout recognized as compensation expense related to the Emission acquisition.
(4) Impairment of goodwill and severance and related benefit costs from restructuring plans announced in 2025.
Recent Accounting Pronouncements
Refer to Note 2 - Significant Accounting Policies in the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements, including the expected dates of adoption and effects on our Consolidated Financial Statements and related disclosures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2025, there have been no material changes to the market risk information from those described in the section titled “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Form 10-K.
44
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.