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Quanterix Corpfalse000150327400015032742025-07-082025-07-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2025
_________________________________________________
QUANTERIX CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________________
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)
(617) 301-9400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol(s):
Name of each exchange on which
registered:
Common Stock, $0.001 par value per share QTRX The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o




Item 2.01    Completion of Acquisition or Disposal of Assets.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On July 8, 2025 (the “Closing Date”), Quanterix Corporation, a Delaware corporation (the “Company” or “Quanterix”), completed the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025 (the “Merger Agreement”), by and among the Company, Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Akoya Biosciences, Inc., a Delaware corporation (“Akoya”). On the Closing Date, Merger Sub merged with and into Akoya (the “Merger”), with Akoya surviving the Merger as a wholly owned subsidiary of the Company. The Merger was described in the Registration Statement on Form S-4 (File No. 333- 284932) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2025, as amended by Post-Effective Amendments Nos. 1 and 2, filed on May 21, 2025 and June 6, 2025, respectively, and declared effective by the Commission on June 12, 2025 (as amended, the “Registration Statement”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per share, of Akoya outstanding immediately prior to the Effective Time (other than (x) shares held as of the Effective Time by the Company, Merger Sub, any direct or indirect wholly owned subsidiary of the Company or Akoya or by Akoya as treasury shares and (y) shares as to which a holder properly demanded appraisal and did not withdraw or lose such claim for appraisal) was converted into the right to receive the following consideration, which may be adjusted as described below: (a) 0.1461 of a fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company (the shares so delivered in respect of each share of Akoya common stock, the “Per Share Stock Consideration”) and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding and (b) $0.38 in cash, without interest (the “Per Share Cash Consideration”). Each of the Per Share Stock Consideration and the Per Share Cash Consideration may be adjusted up or down from $0.1461 and $0.38, respectively, pursuant to the provisions of the Merger Agreement that require an adjustment to such components in order to ensure that (i) the aggregate number of shares of common stock issued by the Company in connection with the transactions contemplated in the Merger Agreement does not exceed 19.99% of the issued and outstanding shares of common stock of the Company immediately prior to the Effective Time and (ii) the aggregate Per Share Cash Consideration paid by the Company in connection with the transactions contemplated in the Merger Agreement does not exceed $20,000,000.
The foregoing summary of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
Pursuant to the terms of the Merger Agreement, on July 7, 2025, Sarah Hlavinka and Martin Madaus, Ph.D. notified the Company that they were resigning from the board of directors of Quanterix (the “Board”) and each committee of the Board on which they served, effective as of immediately prior to the Effective Time. Dr. Madaus had previously informed the Board on March 27, 2025 of his intention to resign from the Board no later than the date of the Company’s 2025 annual meeting of stockholders. The circumstances giving rise to Ms. Hlavinka’s and Dr. Madaus’s resignations are not the result of any disagreement with the Company on any subject, including its operations, policies or practices.
Appointment of New Directors
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, Akoya designated, and the Board appointed, each of Scott Mendel and Myla Lai-Goldman, MD (together, the “Akoya Board Designees”) to fill the two vacancies on the Board created by the resignations of Ms. Hlavinka and Dr. Madaus. Mr. Mendel was appointed to Class I, with a term expiring at the annual meeting of Quanterix to be held in 2027, and Dr. Lai-Goldman was appointed to Class II, with a term expiring at the annual meeting of Quanterix to be held in 2025, each to hold such office until their successor is elected and qualified or until their earlier resignation or removal. The Board will continue to have nine directors following the Closing Date.
In accordance with the Quanterix amended and restated non-employee director compensation policy (the “Policy”), each of the Akoya Board Designees will receive an equity award valued at $400,000 comprised of (i) 60% non-qualified stock options to purchase the Company’s common stock at an exercise price equal to the closing price of the common stock on July 8, 2025 and (ii) 40% restricted stock units (“RSUs”). The options vest over three years from the date of grant, with one-third vesting on the first anniversary and the remainder vesting over the following two years in 24 successive equal monthly installments.



The RSUs vest over a three-year period, with one-third vesting on each of the first, second, and third anniversaries of the grant date. Each of the Akoya Board Designees will also receive annual compensation and annual equity awards as further provided in the Policy, which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and is incorporated herein by reference.
The Akoya Board Designees were each appointed to the Board pursuant to the terms of the Merger Agreement, which required that two directors of Quanterix resign immediately prior to the Effective Time and entitled Akoya to designate two directors to be appointed to fill the vacancies. Except as otherwise set forth herein, neither Akoya Board Designee has a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between either Akoya Board Designee and any other person pursuant to which they were selected as directors.
Item 7.01    Regulation FD
On July 8, 2025, the Company issued a press release announcing the consummation of the Merger. A copy of the Company’s press release dated July 8, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information (including Exhibit 99.1) is being furnished under Item 7.01 of this Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(a)Financial Statements of the Business Acquired.
The Company intends to file historical financial information of Akoya under cover of Form 8-K/A not later than 71 calendar days after the date that this Form 8-K is required to be filed.
(b)Pro Forma Financial Information.
The Company intends to file pro forma financial information under cover of Form 8-K/A not later than 71 calendar days after the date that this Form 8-K is required to be filed.
(d)Exhibits

Exhibit
No.
Description
2.1*
99.1
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 8, 2025
QUANTERIX CORPORATION
By: /s/ Vandana Sriram
Name:
Vandana Sriram
Title:
Chief Financial Officer

EX-99.1 2 ex991-qtrxx20250708.htm EX-99.1 Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Quanterix Completes Acquisition of Akoya Biosciences, Creating the First Integrated Platform Capable of Measuring Biomarkers Across the Blood and Tissue Continuum
BILLERICA, Mass. – July 8, 2025 – Quanterix Corporation (“Quanterix” or the “Company”) (NASDAQ: QTRX), a company fueling scientific discovery through ultra-sensitive biomarker detection, today announced that it has completed its previously announced acquisition of Akoya Biosciences, Inc., establishing a scaled leader in the early detection of disease for the neurology, oncology and immunology markets.
Under the terms of the amended merger agreement announced on April 29th, Quanterix issued approximately 7.8 million shares of its common stock and paid approximately $20 million in cash, in the aggregate, to holders of Akoya shares and other Akoya equity awards.
Masoud Toloue, PhD, Chief Executive Officer of Quanterix, said, “The acquisition of Akoya positions us to deliver comprehensive protein biomarker solutions that leverage signatures in blood and tissue, together providing a more holistic and predictive view of a patient’s disease. This transaction extends our portfolio into new markets and is expected to expand our served addressable market from $1 billion to $5 billion. We believe the combined business will benefit from significant scale, a strong balance sheet and an accelerated path to profitability by 2026.”
Board and Management Appointments
As previously announced, Masoud Toloue and Vandana Sriram will continue to serve as Chief Executive Officer and Chief Financial Officer of the combined company.
Pursuant to the terms of the merger agreement, Akoya designated two of its directors, Scott Mendel and Myla Lai-Goldman, MD, to join the Quanterix Board of Directors, and Quanterix appointed Mr. Mendel and Dr. Lai-Goldman to its Board of Directors, effective at the closing of the transaction. Mr. Mendel brings over 30 years of financial and operational experience, most recently having served as CEO and President of GenMark Diagnostics. Dr. Lai-Goldman is a pioneer and leader in the diagnostics industry and has held various leadership roles at Labcorp and its predecessor company, Roche Biomedical Laboratories.
Mr. Mendel and Dr. Lai-Goldman will replace Martin D. Madaus, PhD, and Sarah Hlavinka, who have resigned from the Quanterix Board of Directors as of immediately prior to the closing of the transaction. Quanterix thanks Dr. Madaus and Ms. Hlavinka for their numerous contributions and dedication to the Company.
Balance Sheet
At the time of closing the Akoya transaction, Quanterix had approximately $163 million in cash after repayment of Akoya’s debt and transaction-related costs.
About Quanterix
From discovery to diagnostics, Quanterix’s ultrasensitive biomarker detection is fueling breakthroughs only made possible through its unparalleled sensitivity and flexibility. The Company’s Simoa® technology has delivered the gold standard for earlier biomarker detection in blood, serum or plasma, with the ability to quantify proteins that are far lower than the Level of Quantification (LoQ). Its industry-leading precision instruments, digital immunoassay technology and CLIA-certified Accelerator laboratory have supported research that advances disease understanding and management in neurology, oncology, immunology, cardiology and infectious disease. Quanterix has been a trusted partner of the scientific community for nearly two decades, powering research published in more than 3,400 peer-reviewed journals. Find additional information about the Billerica, Massachusetts-based company at https://www.quanterix.com or follow us on Twitter and LinkedIn.



Cautionary Statement Regarding Forward-Looking Statements
Statements included in this press release that are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, projections as to the anticipated benefits of the merger as well as statements regarding the impact of the merger on Quanterix’s and Akoya’s business and future financial and operating results and the amount and timing of synergies from the merger. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. Quanterix cautions readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the outcome of any legal proceedings that may be instituted against Quanterix or Akoya; the possibility that the anticipated benefits and synergies of the merger are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Quanterix and Akoya do business; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the merger; changes in Quanterix’s share price after the closing of the merger; risks relating to the potential dilutive effect of shares of Quanterix common stock issued in the merger; and other factors that may affect future results of the combined company. Additional factors that could cause results to differ materially from those described above can be found in Quanterix’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and in other documents Quanterix files with the SEC, which are available on the SEC’s website at www.sec.gov.
All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if Quanterix’s underlying assumptions prove to be incorrect, actual results may differ materially from what Quanterix anticipates. Quanterix cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Quanterix does not assume any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

Contacts:
Media
Marissa Klaassen
media@quanterix.com

Investor Relations
Joshua Young
ir@quanterix.com