Quanterix Corp 8-K/A, filed Sep 23, 2025

Quanterix Corp (QTRX)

8-K/A 2025-09-23 For: 2025-07-08

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Added on April 11, 2026

About this 8-K/A

Quanterix Corp filed this 8-K/A on September 23, 2025, reporting on events of July 8, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-38319	20-8957988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


900 Middlesex Turnpike
Billerica, MA			01821
(Address of principal executive offices)			(Zip Code)


Exhibit No.						Description
99.1						Unaudited p ro f orma condensed combined f inancial s tatements of Quanterix Corporation and Akoya Biosciences, Inc. for the year ended December 31, 2024 and as of and for the six months ended June 30, 2025.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)


Date: September 23, 2025	QUANTERIX CORPORATION

	By:	/s/ Vandana Sriram
	Name:	Vandana Sriram
	Title:	Chief Financial Officer


	Historical				Pro Forma
	Quanterix		Akoya, Reclassified - Note 8		Transaction Accounting Adjustments		Note 5	Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	132,896	$	17,835	$	(101,036)	(a),(b),(d)	$	49,695
Marketable securities	128,276		—		—			128,276
Accounts receivables, net of allowance for expected credit losses	23,549		9,658		—			33,207
Inventory	30,142		23,206		1,294		(j)	54,642
Prepaid expenses and other current assets	7,254		3,484		—			10,738
Total current assets	322,117		54,183		(99,742)			276,558
Restricted cash	2,641		691					3,332
Property and equipment, net	15,748		7,247		4,939		(h)	27,934
Goodwill	—		18,262		13,489		(a), (b), (c), (d), (f), (g), (h), (i), (j)	31,751
Intangible assets, net	16,332		13,132		72,368		(g)	101,832
Operating lease right-of-use assets, net	15,710		3,460		(782)		(i)	18,388
Financing lease right-of-use assets, net	—		1,130		61		(i)	1,191
Other non-current assets	3,061		437		—			3,498
Total non-current assets	53,492		44,359		90,075			187,926
Total assets	$	375,609	$	98,542	$	(9,667)		$	464,484
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	9,124	$	8,053	$	—		$	17,177
Accrued compensation and benefits	9,110		4,174		—			13,284
Accrued expenses and other current liabilities	15,388		8,583		8,120		(e)	32,091
Deferred revenue	9,427		6,185		—			15,612
Operating lease liabilities	5,153		2,715		(3)		(i)	7,865
Finance lease liabilities	—		443		7		(i)	450
Total current liabilities	48,202		30,153		8,124			86,479
Long-term debt, net of debt discount	—		76,796		(76,796)		(b)	—
Contingent consideration liability	—		3,584		—			3,584
Deferred revenue, net of current portion	1,056		2,550		—			3,606
Operating lease liabilities, net of current portion	30,381		2,815		(17)		(i)	33,179
Financing lease liabilities, net of current portion	—		537		34		(i)	571
Non-current portion of contingent consideration	2,718		—		—			2,718
Other non-current liabilities	794		180		(125)		(k)	849
Total non-current liabilities	34,949		86,462		(76,904)			44,507
Total liabilities	83,151		116,615		(68,780)			130,986
Stockholders' equity
Common stock	39		2		6		(c), (d)	47
Additional paid-in capital	813,945		297,261		(248,109)		(c), (d)	863,097
Accumulated other comprehensive loss	(928)		—		—		(c)	(928)
Accumulated deficit	(520,598)		(315,336)		307,216		(c), (e)	(528,718)
Total stockholders' equity	292,458		(18,073)		59,113			333,498
Total liabilities and stockholders' equity	$	375,609	$	98,542	$	(9,667)		$	464,484


(in thousands, except for exchange ratio and stock price):
Akoya common stock outstanding as of July 7, 2025	49,957
Akoya Restricted Stock Units outstanding as of July 7, 2025	360
Akoya Options outstanding as of July 7, 2025	829
Total Akoya equity instruments to be converted	51,146
Exchange Ratio	0.147
Total shares of Quanterix common stock to be issued	7,518
Quanterix stock price	$	6.54
Fair value of Quanterix common stock transferred to Akoya shareholders (a)	$	49,160
Cash consideration paid (b)	$	18,924
Cash paid in lieu of fractional shares issued by Quanterix (c)	$	11
Cash paid for debt extinguishment (d)	$	82,101
Total fair value of consideration transferred	$	150,196


(in thousands):	Amount
Cash and cash equivalents	$	17,835
Accounts receivable, net of allowance for expected credit losses	9,658
Inventory	24,500
Prepaid expenses and other current assets	3,484
Restricted cash	691
Property and equipment, net	12,186
Intangible assets, net	85,500
Operating lease right of use assets, net	2,678
Finance lease right of use assets, net	1,191
Other non-current assets	437
Total assets acquired	$	158,160
Accounts payable	8,053
Accrued expenses and other current liabilities	12,757
Deferred revenue	6,185
Operating lease liabilities	2,712
Finance lease liabilities	450
Contingent consideration liability	3,584
Deferred revenue, net of current portion	2,550
Operating lease liabilities, net of current portion	2,798
Finance lease liabilities, net of current portion	571
Other non-current liabilities	55
Total liabilities assumed	39,715
Total assets acquired in excess of liabilities assumed	118,445
Goodwill	31,751
Total consideration transferred	$	150,196


(in thousands):	Amount
Carrying value of long-term debt	$	76,796
Prepayment penalty and exit fee on long-term debt	5,306
Total payments related to long-term debt	$	82,102


(in thousands, except for exchange ratio and stock price):	Shares	Price / Exchange Value		Value
Common Shares issued for consideration	7,341,938	$	6.54	$	48,016
Common Shares issued for Accelerated RSUs (Settled)	52,925	$	6.54	346
Options Converted to Quanterix common shares	121,866	$	6.54	797
Cash for Akoya outstanding shares	49,956,551	$	0.37	18,484
Cash to settled RSU holders				133
Cash to Options holders				308
Cash for fractional shares				11
Total consideration				68,095
Akoya debt paid off by Quanterix				82,101
Total consideration transferred				$	150,196


(in thousands):	Fair Value		Estimated useful lives	Amortization expense for the six months ended June 30, 2025
Customer Relationships	$	2,200	9	$	122
Developed Technology	59,200		9.5	3,116
In-Process Research & Development (IPR&D)	24,100		—	—
Total	$	85,500		$	3,238


(in thousands):	Amount
Property, plant and equipment	$	2,057
Demo Inventory	2,882


(in thousands):	Amount
Operating lease right-of-use assets	$	(782)
Financing lease right-of-use assets, net	61
Operating lease liabilities	(3)
Current portion of financing lease liabilities	7
Operating lease liabilities, net of current portion	(17)
Financing lease liabilities, net of current portion	34


(in thousands):	Six Months Ended June 30, 2025
Elimination of historical intangible assets amortization expense classified within selling, general and administrative	$	(1,155)
Recognition of amortization expense within selling, general and administrative	122
Selling, general and administrative, net impact	$	(1,033)


(in thousands):	Six Months Ended June 30, 2025
Cost of service and other revenue	$	4
Cost of product revenue	(4)
Selling, general and administrative	(77)
Research and development	8
Interest expense	(17)


(in thousands):	Six Months Ended June 30, 2025
Transaction costs expected to be incurred (i)	$	(4,701)
Adjustments to stock-based compensation expense due to replacement awards issued (ii)	505
Selling, general and administrative, net impact	$	(4,196)


	Historical				Pro Forma
	Quanterix		Akoya, Reclassified - Note 8		Transaction Accounting Adjustments		Note 6	Pro Forma Combined
Revenues:
Product revenue	$	37,572	$	25,945	$	—		$	63,517
Service and other revenue	15,853		8,883		—			24,736
Collaboration and license revenue	1,303		—		—			1,303
Grant revenue	82		—		—			82
Total revenue	54,810		34,828		—			89,638
Cost of goods sold and services:
Cost of product revenue	19,059		9,372		(20)		(b),(f)	28,411
Cost of service and other revenue	8,035		3,838		(14)		(b),(f)	11,859
Total costs of goods sold and services	27,094		13,210		(34)			40,270
Gross profit	27,716		21,618		34			49,368
Operating expenses:
Research and development	19,117		11,053		2,749		(a),(b),(f)	32,919
Selling, general and administrative	63,812		35,566		(5,470)		(a),(b),(c),(f)	93,908
Other lease costs	584		—		—			584
Impairment and restructuring costs	7,670		—		—			7,670
Total operating expenses	91,183		46,619		(2,721)			135,081
Loss from operations	(63,467)		(25,001)		2,755			(85,713)
Interest income (expense), net	5,962		(4,468)		3,085		(b),(d)	4,579
Change in fair value of contingent consideration	3,894		(266)		—			3,628
Other income (expense), net	108		(111)		—			(3)
Loss before income taxes	(53,503)		(29,846)		5,840			(77,509)
Income tax (expense) benefit	2,986		(55)		(24)		(e)	2,907
Net loss	$	(50,517)	$	(29,901)	$	5,816		$	(74,602)
Net loss per common share, basic and diluted	$	(1.30)	$	(0.60)	$	—		$	(1.61)
Weighted-average common shares outstanding, basic and diluted	38,801		49,788		7,517			46,318


	Historical				Pro Forma
	Quanterix		Akoya, Reclassified - Note 8		Transaction Accounting Adjustments		Note 7	Pro Forma Combined
Revenues:
Product revenue	$	79,740	$	53,027	$	—		$	132,767
Service and other revenue	51,244		28,645		—			79,889
Collaboration and license revenue	4,452		—		—			4,452
Grant revenue	1,985		—		—			1,985
Total revenue	137,421		81,672		—			219,093
Cost of goods sold and services:
Cost of product revenue	33,304		22,555		2,466		(b), (c), (g)	58,325
Cost of service and other revenue	21,013		9,749		(288)		(b),(g)	30,474
Total costs of goods sold and services	54,317		32,304		2,178			88,799
Gross profit	83,104		49,368		(2,178)			130,294
Operating expenses:
Research and development	31,082		19,202		5,416		(a), (b), (g)	55,700
Selling, general and administrative	101,618		71,350		8,241		(a), (b), (d), (g)	181,209
Other lease costs	3,020		—		—			3,020
Impairment and restructuring costs	—		6,058		—			6,058
Total operating expenses	135,720		96,610		13,657			245,987
Loss from operations	(52,616)		(47,242)		(15,835)			(115,693)
Interest income (expense), net	14,655		(7,923)		8,450		(b), (e)	15,182
Change in fair value of contingent consideration	—		512		—			512
Other income (expense), net	(136)		(566)		—			(702)
Loss before income taxes	(38,097)		(55,219)		(7,385)			(100,701)
Income tax (expense) benefit	(434)		(146)		43		(f)	(537)
Net loss	$	(38,531)	$	(55,365)	$	(9,512)		$	(101,238)
Net loss per common share, basic and diluted	$	(1.00)	$	(1.12)	$	—		$	(2.21)
Weighted-average common shares outstanding, basic and diluted	38,367		49,419		7,517			45,884


(in thousands):	Akoya - Historical		Reclassification		Notes	Akoya - As Reclassified
Revenues:
Product revenue	$	25,945	$	—		$	25,945
Service and other revenue	8,883		—			8,883
Total revenue	34,828		—			34,828
Cost of goods sold and services:
Cost of product revenue	9,290		82		(a),(c)	9,372
Cost of service and other revenue	4,469		(631)		(a)	3,838
Total costs of goods sold and services	13,759		(549)			13,210
Gross profit	21,069		549			21,618
Operating expenses:
Research and development	11,325		(272)		(c)	11,053
Selling, general and administrative	34,745		821		(a)	35,566
Impairment and restructuring	—		—			—
Change in fair value of contingent consideration	266		(266)		(d)	—
Impairment	—		—			—
Restructuring	—		—			—
Total operating expenses	46,336		283			46,619
Loss from operations	(25,267)		266			(25,001)
Interest expense	(5,007)		5,007		(b)	—
Interest income (expense), net	539		(5,007)		(b)	(4,468)
Change in fair value of contingent consideration	—		(266)		(d)	(266)
Other income (expense), net	(111)		—			(111)
Loss before income taxes	(29,846)		—			(29,846)
Income tax (expense) benefit	(55)		—			(55)
Net loss	$	(29,901)	$	—		$	(29,901)


(in thousands):	Akoya - Historical		Reclassification		Notes	Akoya - As Reclassified
Revenues:
Product revenue	$	53,027	$	—		$	53,027
Service and other revenue	28,645		—			28,645
Total revenue	81,672		—			81,672
Cost of goods sold and services:
Cost of product revenue	22,039		516		(a),(d)	22,555
Cost of service and other revenue	11,755		(2,006)		(a)	9,749
Total costs of goods sold and services	33,794		(1,490)			32,304
Gross profit	47,878		1,490			49,368
Operating expenses:
Research and development	19,745		(543)		(d)	19,202
Selling, general and administrative	69,317		2,033		(a)	71,350
Impairment and restructuring	—		6,058		(b)	6,058
Change in fair value of contingent consideration	(512)		512		(e)	—
Impairment	2,971		(2,971)		(b)	—
Restructuring	3,087		(3,087)		(b)	—
Total operating expenses	94,608		2,002			96,610
Loss from operations	(46,730)		(512)			(47,242)
Interest expense	(10,429)		10,429		(c)	—
Interest income (expense), net	2,506		(10,429)		(c)	(7,923)
Change in fair value of contingent consideration	—		512		(e)	512
Other income (expense), net	(566)		—			(566)
Loss before income taxes	(55,219)		—			(55,219)
Income tax (expense) benefit	(146)		—			(146)
Net loss	$	(55,365)	$	—		$	(55,365)


(in thousands):	Year Ended December 31, 2024
Elimination of historical intangible assets amortization expense classified within selling, general and administrative	$	(2,310)
Recognition of amortization expense within selling, general and administrative	244
Selling, general and administrative, net impact	$	(2,066)