Other Information
−Removed: Amendments to Bylaws
−Removed: On August 4, 2023, our Board of Directors approved and adopted amended and restated bylaws (the “Restated Bylaws”), which became effective the same day.
−Removed: The amendments effected by the Restated Bylaws:
−Removed: ● 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);
−Removed: 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;
−Removed: ● Modify the provisions relating to adjournment procedures for stockholder meetings to reflect recent amendments to the Delaware General Corporation Law.
−Removed: 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
−Removed: 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).
+Added: On August 14, 2023 , Laurie Olson , a member of our Board of Directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”).
+Added: The Rule 10b5-1 trading plan provides for the potential sale of up to 5,694 shares of our common stock and the potential exercise of vested stock options and the associated sale of up to 4,306 shares of our common stock.
+Added: The plan will terminate at the earlier of the execution of all trading orders under the plan or November 13, 2024.
+Added: On August 14, 2023 , The Martin D.
+Added: Madaus GST Exempt 2012 Irrevocable Trust, of which Martin Madaus , a member of our Board of Directors , is a trust advisor who shares voting and investment power over the shares held by the trust , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The Rule 10b5-1 trading plan provides for the potential sale of up to 34,000 shares of our common stock.
+Added: The plan will terminate at the earlier of the execution of all trading orders under the plan or May 17, 2024.
Exhibit Description
4 unchanged sentences
Restated Bylaws.
+Added: Employment Agreement dated August 3, 2023 between Vandana Sriram and the Company.
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
QUANTERIX CORPORATION
−Removed: August 8, 2023
+Added: November 7, 2023
/s/ Masoud Toloue
2 unchanged sentences
(principal executive officer)
−Removed: August 8, 2023
−Removed: /s/ Michael A.
+Added: November 7, 2023
+Added: /s/ Vandana Sriram
+Added: Vandana Sriram
Chief Financial Officer
1 unchanged sentence
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.