What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-07 · 171 added, 136 removed, 240 unchanged (56% of the section changed)

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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.

At September 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 the acquisition of Akoya Biosciences, Inc.

(“Akoya”) in 2025, we expanded our portfolio to spatial biology solutions focused on transforming discovery, clinical research and diagnostics.

Akoya’s mission is to bring context to the world of biology and human health 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’s PhenoCycler and PhenoImager platforms, reagents, software, and services, offer end-to-end solutions to perform tissue analysis and spatial phenotyping across the full continuum from discovery through translational and clinical research and diagnostics.

With our acquisition of Emission, Inc.

(“Emission”) in 2025, we secured the use of Emission’s highly controlled beads in our next generation platforms, including Simoa ONE, and expansion into a new multi-plex market segment targeting third-party original equipment manufacturer customers.

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.

With our acquisition of Aushon BioSystems, Inc.

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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.

As of September 30, 2025, we had cash, cash equivalents, and marketable securities of $134.8 million and restricted cash of $3.3 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.

Our net losses were $33.5 million and $84.0 million for the three and nine months ended September 30, 2025, respectively, and $8.4 million and $26.9 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, we had an accumulated deficit of $554.1 million and stockholders’ equity of $314.5 million.

We expect to incur operating losses into 2026 as we incur costs related to the following:

• expanding 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.

• investing in Lucent Diagnostics, additional LDTs, and other diagnostics initiatives including entry into translational pharma and clinical diagnostic markets;

• seeking 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 acquiring and integrating 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.

• making 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;

• add or enhance operational, financial, and management information systems.

• entering into collaboration arrangements, or in-licensing other products and technologies;

• adding or enhancing 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.

As a result of these actions and our continued integration activities, we expect the combined company will be cash flow breakeven in 2026, although our ability to achieve this goal is dependent on our success in meeting both revenue and expense objectives.

Recent Business Developments

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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.

Based on a quantitative impairment test of our goodwill as of June 30, 2025, which estimated the implied fair value of our then 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.

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.

In May and July 2025, we announced actions to reduce operating costs, preserve cash, and realize anticipated synergies and other benefits of the Akoya acquisition, including reductions in our workforce.

The actions we have implemented, or committed to implement in 2025, will reduce our annualized operating expenses by approximately $67.0 million.

As we continue to integrate Akoya, we expect to take additional steps during the remainder of 2025 and into the first quarter of 2026 to further reduce our operating expenses, with a goal of reducing our annualized operating expenses by approximately $85.0 million.

We incurred expenses of $7.6 million in the aggregate in the second and third quarters of 2025 related to the reductions in force, substantially all of which relate to cash expenditures for severance and related benefits.

These reductions in force are expected to be substantially completed in 2025.

Cooperation Agreement with Kent Lake Partners

As previously disclosed, on August 4, 2025, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Kent Lake PR LLC, the general partner of Kent Lake Partners LP (together, “Kent Lake”), pursuant to which we agreed to retain an executive search firm to identify a potential candidate to be appointed to our board of directors (the “Board”).

We also agreed to cooperate with Kent Lake to select an individual from the executive search firm’s list of six candidates and to appoint such person as a Class I director by December 1, 2025 (the “Target Date”).

If we and Kent Lake do not agree on the selection of a candidate prior to the Target Date, Kent Lake will select one (1) candidate to be appointed to the Board from our three preferred candidates.

Also pursuant to the Cooperation Agreement, we sought and obtained stockholder approval at our 2025 annual meeting of stockholders of an amendment to our Amended and Restated Certificate of Incorporation that declassified the Board, and we amended our bylaws to adopt a majority voting standard for uncontested director elections, with a plurality voting standard for contested director elections.

In the Cooperation Agreement, Kent Lake agreed to abide by certain voting commitments, customary standstill obligations and mutual non-disparagement and no litigation provisions until the date that is thirty days prior to the nomination deadline under the bylaws for the nomination of director candidates for election to the Board at the 2027 annual meeting of stockholders, unless the Cooperation Agreement is earlier terminated in accordance with its terms.

ISO 13485 Certification

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ISO 13485 certification indicates that a company has implemented a quality management system that meets international requirements for medical device manufacturing.

Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024:

Comparison of Results of Operations for the Three Months Ended September 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)

Three Months Ended September 30, Increase (Decrease)

2025 % of revenue 2024 % of revenue Amount %

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Interest income 1,448 4 % 3,535 10 % (2,087) (59) %

Change in fair value of contingent consideration 4,273 17 % — — % 4,273 (100) %

Change in fair value of contingent liabilities 58 — % — — % 58 (100) %

Other income (expense), net (178) — % 5 — % (183) (3,660) %

2 unchanged sentences

Net loss $ (33,517) (83) % $ (8,353) (23) % $ (25,164) 301 %

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.

Total revenues increased $4.4 million, or 12%, to $40.2 million for the three months ended September 30, 2025, compared to $35.8 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, product revenue consisted of instrument sales of $7.2 million and sales of consumables and other products of $19.0 million.

Product revenue increased $6.5 million , or 33% , to $26.2 million for the three months ended September 30, 2025 , compared to $19.7 million for the three months ended September 30, 2024 .

The increase was primarily due to the acquisition of Akoya, which added $11.3 million of product revenues.

The legacy Quanterix business decreased $4.8 million, or 25%, primarily due to the continued reduction in US federal research funding, which impacted demand from academic customers, and macro-economic conditions that continue to cause decreased demand from pharmaceutical customers as research and development spending and clinical trials slowed down.

We expect softness in instrument sales to continue in the remainder of 2025 as a result of what we believe is a constrained capital funding environment.

As funding conditions improve, we anticipate a recovery in instrument demand.

Additionally, by the end of 2025, we expect to launch an early access program for our next-generation Simoa instrument,

Simoa ONE, to gather feedback from key users and customers.

We also expect the uncertain macro-economic environment to cause fluctuations in consumable sales for the remainder of 2025.

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 .

Service revenue increased $0.1 million, or 1%, to $14.0 million, for the three months ended September 30, 2025, compared to $13.8 million for the three months ended September 30, 2024.

The increase was primarily due to the acquisition of Akoya, which added $5.9 million of service revenues, including $1.2 million of non-cash revenue.

The non-cash revenue is from the off-market component of an acquired contract and represents a portion of the purchase accounting fair value adjustment that would have been recognized by a market participant.

For the legacy Quanterix business, service revenue decreased $5.8 million, or 42%, 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 the remainder of 2025.

Collaboration and license revenue was not material for the three months ended September 30, 2025.

These revenues decreased $0.3 million , or 79% , to $46 thousand , compared to $1.9 million for the three months ended September 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.

Total cost of goods sold and services increased $7.4 million , or 47% , to $23.0 million for the three months ended September 30, 2025 , compared to $15.7 million for the three months ended September 30, 2024 .

Cost of product revenue increased $4.8 million , or 46% , to $15.4 million for the three months ended September 30, 2025 , compared to $10.6 million for the three months ended September 30, 2024 .

This increase was primarily due to the acquisition of Akoya, which added $6.5 million to cost of product revenue and was partially offset by (1) a decrease in headcount and related compensation and benefit costs from the 2025 restructuring plan, (2) decreased capitalization of labor and overhead costs as a result of lower production volume and output, and (3) lower royalty expenses due to lower consumables sales.

Cost of service and other revenue increased $2.5 million, or 50%, to $7.6 million for the three months ended September 30, 2025 , compared to $5.1 million for the three months ended September 30, 2024.

This increase was primarily due to the acquisition of Akoya, which added $4.0 million to cost of service and other revenue and was partially offset by a decrease in Accelerator Laboratory headcount and related compensation and benefits costs from the 2025 restructuring plan.

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.

Research and development expense decreased $0.1 million, or 1%, to $8.0 million for the three months ended September 30, 2025, compared to $8.1 million for the three months ended September 30, 2024.

The $0.1 million decrease was primarily due to the legacy Quanterix business as a result of a a $1.0 million decrease in costs of outside services, research lab supplies, and equipment to enable product development and a $0.9 million decrease in headcount and related compensation and benefit costs from the 2025 restructuring plan.

These decreases were partially offset by the acquisition of Akoya which added $1.8 million of research and development expenses.

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.

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 period to period in the future.

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.

Selling, general and administrative expense increased $16.2 million, or 71%, to $39.1 million for the three months ended September 30, 2025, compared to $22.9 million for the three months ended September 30, 2024.

Included within selling, general, and administrative expense are shipping and handling costs for product sales of $1.3 million and $2.0 million for the three months ended September 30, 2025 and 2024, respectively.

The $16.2 million increase in selling, general and administrative expense was partially due to the acquisition of Akoya, which added $7.4 million of selling, general and administrative expenses.

The legacy Quanterix business increased $8.8 million primarily due to (1) $4.7 million of non-recurring acquisition and integration costs related to the acquisition of Akoya, (2) a $2.3 million increase in professional services and consulting fees, primarily related to strategic initiatives and corporate governance matters, (3) a $0.5 million increase related to a leased facility we began using in the fourth quarter of 2024, and (4) a $0.5 million one-time reimbursement in 2024 for a process improvement project,.

These increases were partially offset by a $0.5 million decrease in headcount and related compensation and benefits costs from the 2025 restructuring plan.

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.

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.

Other lease costs decreased $0.6 million, or 68%, to $0.3 million for the three months ended September 30, 2025, as compared to $0.9 million for the three months ended September 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.

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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,

We recorded impairment and restructuring costs of $7.2 million for the three months ended September 30, 2025 relating to severance and related benefit expenses from the 2025 restructuring and impairment of a leased facility acquired in the Akoya acquisition that we are not using.

No such costs were recorded in the three months ended September 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.

Interest income decreased $2.1 million, or 59%, to $1.4 million for the three months ended September 30, 2025, as compared to $3.5 million for the three months ended September 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.

Change in Fair Value of Contingent Liabilities

Change in fair value of contingent liabilities decreased $0.1 million, or 100%, for the three months ended September 30, 2025.

The contingent arrangements relate to the Emission acquisition that closed in the first quarter of 2025 and the assumption of Akoya's contingent liability from its acquisition of the Quantitative Pathology Solutions division of PerkinElmer, Inc in 2018.

The decrease was due to updates to the valuation inputs.

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.

Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024:

Income tax benefit was $2.5 million for the three months ended September 30, 2025 as compared to income tax expense of $0.1 million for the three months ended September 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 Akoya.

Comparison of Results of Operations for the Nine Months Ended September 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)

Nine Months Ended September 30, Increase (Decrease)

2025 % of revenue 2024 % of revenue Amount %

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Interest income 7,408 8 % 11,165 11 % (3,757) (34) %

Change in fair value of contingent consideration 3,894 7 % — — % 3,894 100 %

Change in fair value of contingent liabilities 3,952 4 % — — % 3,952 100 %

Other income (expense), net (68) — % 221 — % (289) (131) %

2 unchanged sentences

Net loss $ (84,033) (73) % $ (26,903) (26) % $ (61,082) 227 %

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 .

We expect softness in instrument sales to continue in 2025 as a result of what we believe is a constrained capital funding environment.

We also expect the uncertain macro-economic environment to cause fluctuations in consumable sales for the remainder of 2025.

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.

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.

Total revenues decreased $7.2 million, or 7%, to $95.0 million for the nine months ended September 30, 2025, compared to $102.3 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, product revenue consisted of instrument sales of $11.8 million and sales of consumables and other products of $51.9 million.

Product revenue increased $4.5 million , or 8% , to $63.7 million for the nine months ended September 30, 2025 , compared to $59.3 million for the nine months ended September 30, 2024 .

The increase was primarily due to the acquisition of Akoya, which added $11.3 million of product revenues.

The legacy Quanterix business decreased $6.8 million, or 12%, primarily due to the continued reduction in US federal research funding, which impacted demand from academic customers, and macro-economic conditions that continue to cause decreased demand from pharmaceutical customers as research and development spending and clinical trials slowed down.

Service revenue decreased $9.5 million, or 24%, to $29.8 million, for the nine months ended September 30, 2025, compared to $39.3 million for the nine months ended September 30, 2024.

The decrease was partially offset by the acquisition of Akoya, which added $5.9 million of service revenues, including $1.2 million of non-cash revenue.

For the legacy Quanterix business, service revenue decreased $15.4 million, or 39%, 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.

Collaboration and license revenue decreased $1.4 million , or 51% , to $1.3 million for the nine months ended September 30, 2025 , compared to $2.8 million for the nine months ended September 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 $1.4 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 .

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 .

Total cost of goods sold and services increased $8.8 million , or 21% , to $50.1 million for the nine months ended September 30, 2025 , compared to $41.3 million for the nine months ended September 30, 2024 .

Cost of product revenue increased $9.0 million , or 35% , to $34.4 million for the nine months ended September 30, 2025 , compared to $25.5 million for the nine months ended September 30, 2024 .

This increase was partially due to the acquisition of Akoya, which added $6.5 million to cost of product revenue and was partially offset by (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 (1) lower royalty expenses due to lower consumables sales, (2) decreases in headcount and related compensation and benefit costs from the 2025 restructuring plan, and (3) lower instrument sales.

Cost of service and other revenue decreased $0.2 million , or 1% , to $15.7 million for the nine months ended September 30, 2025 , compared to $15.9 million for the nine months ended September 30, 2024 .

This decrease was primarily due to a decrease in Accelerator Laboratory headcount and related compensation and benefits costs from the 2025 restructuring plan and lower volumes of sample testing and assay development services in our Accelerator Laboratory.

The decrease was partially offset by the acquisition of Akoya, which added $4.0 million to cost of service and other revenue.

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.

Research and development expense increased $4.1 million, or 18%, to $27.1 million for the nine months ended September 30, 2025, compared to $23.0 million for the nine months ended September 30, 2024.

The $4.1 million increase was partially due to the acquisition of Akoya, which added $1.8 million of research and development expenses.

The legacy Quanterix business increased $2.3 million primarily due to a non-recurring $4.1 million charge associated with the contingent compensation payable under the acquisition of Emission and was partially offset by a $2.1 million decrease in costs of outside services, research lab supplies, and equipment to enable product development.

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.

Selling, general and administrative expense increased $29.8 million, or 41%, to $102.9 million for the nine months ended September 30, 2025, compared to $73.0 million for the nine months ended September 30, 2024.

Included within selling, general, and administrative expense are shipping and handling costs for product sales of $4.2 million and $6.2 million for the nine months ended September 30, 2025 and 2024, respectively.

The $29.8 million increase in selling, general and administrative was partially due to the acquisition of Akoya, which added $7.4 million of selling, general and administrative expenses.

The legacy Quanterix business increased $22.5 million primarily due to (1) $11.9 million of non-recurring acquisition and integration costs related to the acquisition of Akoya, (2) a non-recurring $4.0 million charge associated with the contingent compensation payable under the acquisition

of Emission, (3) a $3.9 million increase in professional services and consulting fees, primarily related to strategic initiatives and corporate governance matters, (4) a $2.1 million increase related to a leased facility we began using in the fourth quarter of 2024, and (5) a $1.2 million one-time reimbursement in 2024 for a process improvement project.

These increases were partially offset by a $1.4 million decrease in shipping and handling costs primarily due to lower sales.

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.

Other lease costs decreased $1.9 million, or 68%, to $0.9 million for the nine months ended September 30, 2025, compared to $2.7 million for the nine months ended September 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.

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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.

We recorded impairment and restructuring costs of $14.8 million for the nine months ended September 30, 2025 relating to a goodwill impairment charge in the second quarter of 2025, severance and related benefit expenses from the 2025 restructuring, and impairment of a leased facility acquired in the Akoya acquisition that we are not using.

No such costs were recorded in the nine months ended September 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.

Interest income decreased $3.8 million, or 34%, to $7.4 million for the nine months ended September 30, 2025, as compared to $11.2 million for the nine months ended September 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.

Change in Fair Value of Contingent Liabilities

Change in fair value of contingent liabilities increased $4.0 million, or 100%, to $4.0 million for the nine months ended September 30, 2025.

The increase was due to updates to the valuation inputs.

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.

Income tax benefit increased $5.9 million, or 1337%, to $5.5 million for the nine months ended September 30, 2025, as compared to $0.4 million for the nine months ended September 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 acquisitions of Emission and Akoya.

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.

As of September 30, 2025, we had $38.3 million of cash and cash equivalents and $96.5 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.

For our January 2025 acquisition of Emission, we funded the $9.0 million cash payment at closing entirely with cash on hand, and we are obligated to make certain future contingent cash payments related to the acquisition.

We also funded the cash portion of the consideration for our July 2025 acquisition of Akoya entirely with cash on hand, including $18.9 million of cash for the acquisition and $82.1 million for the repayment of Akoya's outstanding Midcap Trust Term Loan, including early termination and related fees.

We believe our cash, cash equivalents, and marketable securities, along with funds generated from sales of our products and services, 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, although our ability to achieve this goal is dependent on our success in meeting both revenue and expense objectives.

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.

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The following table summarizes our cash flows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Net cash used in operating activities $ (60,792) $ (30,862)

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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.

Net cash used in operating activities was $60.8 million and $30.9 million for the nine months ended September 30, 2025 and 2024, respectively.

The $29.9 million decrease in net cash used in operations was driven by a change in working capital items, primarily a decrease in accounts receivable from improved collections and a decrease in inventory from lower raw materials purchases.

This decrease was partially offset by an overall increase in our net loss (partially due to the inclusion of Akoya's operating results), adjusted for non-cash items.

The primary changes in our non-cash items were a $7.3 million increase from goodwill and right-of-use asset impairment charges and a $4.9 million increase in depreciation and amortization ($3.5 million of which is from the inclusion of Akoya's results).

Cash used in operations also included payments for professional fees supporting due diligence, legal, and accounting activities related to the acquisition of Akoya.

Investing Activities

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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

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.

Net cash provided by investing activities was $41.8 million during the nine months ended September 30, 2025, which consisted of proceeds from sales and maturities of marketable securities of $183.4 million and cash used of $93.2 million for the acquisitions of Akoya and Emission, $45.7 million for the purchase of marketable securities, and $2.7 million for purchases of property and equipment.

Net cash used in investing activities was $114.6 million during the nine months ended September 30, 2024, which consisted of the purchase of $271.0 million of marketable securities and $3.0 million for purchases of property and equipment, was partially offset by proceeds from sales and maturities of marketable securities of $159.3 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.

Net cash used in financing activities was $0.2 million during the nine months ended September 30, 2025, compared to net cash provided by financing activities of $0.4 million during the nine months ended September 30, 2024.

These cash flows are primarily 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.

As of September 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.

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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.

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.

Earnout 2 is recorded at fair value each reporting period and at September 30, 2025 was fair valued at $3.2 million.

Acquired License Agreement

Through the acquisition of Akoya, the Company assumed a license and contingent payment obligation ("PKI License") from Akoya's 2018 purchase of the QPS division of PerkinElmer, Inc., subsequently known as Revvity, Inc.

Under the PKI License, Akoya is required to pay single digit royalties based on net sales of certain products and services.

Amounts due under the PKI License are payable annually through March 2033 and there is no limit on the amount of consideration that could be owed.

Akoya's payments under the PKI License have historically been in the range of approximately $1.0 million to $2.0 million per year.

Acquired Diagnostic Development Agreement

Through the acquisition of Akoya, the Company acquired a diagnostic development agreement with a biopharmaceutical customer of Akoya's.

Under this agreement, Akoya is co-developing, validating, seeking regulatory approval for, and commercializing a diagnostic test to be used to identify patients for the biopharmaceutical company's treatment.

We expect to continue to incur development costs under this contract, which were historically in the range of approximately $10.0 million to 11.0 million per year for Akoya.

During the second quarter of 2025, we and STRATEC Consumables GmbH (“STRATEC”) entered into the third amendment to the supply agreement between us and 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.

The agreement may be terminated upon 12 month'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, of which $2.5 million was purchased during the three and nine months ended September 30, 2025 and $5.4 million is due within one year from September 30, 2025.

Other Commitments

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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.

Acquired Goodwill, Intangible Assets, and Contingent Liabilities

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, developed technology, in-process research and development, trademarks and trade names, know-how, and non-compete agreements, as well as goodwill, contingent liabilities, and off-market contract assets and liabilities.

The determination of the fair values these assets and liabilities involves significant judgment in selecting inputs used in a valuation methodology, including, but not limited to, expected future revenues or cash flows, future changes in technology, estimated selling prices, replacement costs or margins, customer attrition rates, 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.

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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.

Intangible assets, which consist of customer relationships, developed technology, in-process research and development, know-how, trademarks and trade names, and non-compete agreements and are recorded at their fair values as described above.

Definite lived intangibles 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, estimated period the asset will generate cash flows, 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.

Indefinite-lived intangibles, which consist of in-process research and development, are not amortized until the underlying project is completed.

Upon completion, the in-process research and development asset is accounted for as a definite lived intangible asset.

Acquired customer contracts may contain off-market terms.

We record an additional contract asset or liability for such favorable or unfavorable terms at their estimated acquisition date fair values.

Determining the fair value involves significant judgment to assess the economic returns that could be realized in a market transaction and can include the following inputs in a valuation methodology, projected revenue, expected profit margin, and discount rates.

Business combinations may also include contingent liabilities 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 liabilities 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 liabilities at each reporting period and changes are recognized in change in fair value of contingent liabilities on the Consolidated Statements of Operations.

Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

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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.

At least annually or whenever events or circumstances change, we assess whether an indefinite-lived intangible assets has been abandoned, in which case it would be written off, or if its estimated fair value is below its carrying value, in which case it could be impaired.

We continually evaluate whether events or circumstances have occurred that indicate the carrying value of any of our definite lived intangible assets or other long-lived assets may not be recoverable, or the estimated remaining useful life or estimated remaining lease term 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.

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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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Shipping and handling costs (1,305) (2,011) (4,181) (6,228)

Purchase accounting impact on inventory and property and equipment (1) 35 — 35 —

Amortization of acquired intangible assets (2) 2,532 — 2,993 —

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Shipping and handling costs (1,305) (2,011) (4,181) (6,228)

Purchase accounting impact on property and equipment (1) (212) — $ (212) $ —

Amortization of acquired intangible assets (2) (73) — $ (73) $ —

Acquisition and integration related costs (3) (7,315) — (15,032) —

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Loss from operations $ (37,325) $ (11,748) $ (100,791) $ (37,847)

Purchase accounting impact on inventory and property and equipment (1) 247 — 247 —

Amortization of acquired intangible assets (2) 2,605 — 3,066 —

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Adjusted loss from operations (non-GAAP) $ (19,755) $ (11,748) $ (59,473) $ (37,847)

(1) Represents the amortization of the purchase price fair value increase of acquired inventory and property and equipment.

(2) Consists only of the amortization of intangible assets acquired in 2025.

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(4) 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.

(5) Impairment charges for goodwill and an acquired lease facility not in use and severance and related benefit costs from the restructuring plan announced in 2025.

Recent Accounting Pronouncements

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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.

As of September 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.

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 2. Management’s Discussion and Analysis