Quanterix Corp 10-Q

Item 5. Other Information Amendments to Bylaws ​ On August 4, 2023, our Board of Directors approved and adopted amended and restated bylaws (the “Restated Bylaws”), which became effective the same day. The amendments effected by the Restated Bylaws: ​ ● Address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934 as amended, including (i) requiring that we disregard any proxies or votes for a stockholder’s proposed nominees if, after such stockholder provides notice pursuant to Rule 14a-19(b), such stockholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3); and (ii) adding an obligation for any stockholder that provides notice pursuant to Rule 14a-19(b) to deliver to us, no later than five business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) have been satisfied; and ​ ● Modify the provisions relating to adjournment procedures for stockholder meetings to reflect recent amendments to the Delaware General Corporation Law. 36 Table of Contents The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q , which is incorporated herein by reference. ​ Securities Trading Plans of Directors and Executive Officers ​ During the three months ended June 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). ​ ​ 37 Table of Contents Item 6. Exhibits ​ ​ ​ ​ ​ ​ Exhibit Number Exhibit Description ​ Filed Herewith ​ Incorporated by Reference herein from Form or Schedule ​ Filing Date ​ SEC File/ Reg. Number ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation. ​ ​ ​ 8-K ​ 12/15/2017 ​ 001-38319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Restated Bylaws. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ XBRL Taxonomy Extension Schema Document. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ XBRL Taxonomy Extension Calculation Linkbase Document. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ XBRL Taxonomy Extension Definition. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ XBRL Taxonomy Extension Label Linkbase Document. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document. ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ X ​ ​ ​ ​ ​ ​ ​ 38 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ QUANTERIX CORPORATION ​ ​ ​ ​ Dated: August 8, 2023 By: ​ /s/ Masoud Toloue ​ ​ ​ Masoud Toloue ​ ​ ​ President and Chief Executive Officer ​ ​ ​ (principal executive officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dated: August 8, 2023 By: ​ /s/ Michael A. Doyle ​ ​ ​ Michael A. Doyle ​ ​ ​ Chief Financial Officer ​ ​ ​ (principal financial officer and principal accounting officer) ​ ​ ​ ​ ​ 39