qtrx-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-38319

_________________________________________________________________

QUANTERIX CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________


Delaware			20-8957988
(State or other jurisdiction of incorporation or organization)			(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)

Securities registered pursuant to Section 12(b) of the Exchange 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of April 30, 2026, the registrant had 47,105,981 shares of common stock outstanding.

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QUANTERIX CORPORATION

INDEX TO FORM 10-Q


			Page

Note Regarding Forward-Looking Statements			3

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			4
Consolidated Balance Sheets			4
Consolidated Statements of Operations			5
Consolidated Statements of Comprehensive Loss			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			37

PART II — OTHER INFORMATION
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			38
Item 3. Defaults Upon Senior Securities			38
Item 4. Mine Safety Disclosures			38
Item 5. Other Information			38
Item 6. Exhibits			39

Signatures			41

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Unless the context otherwise requires, the terms “Quanterix,” the “Company,” “we,” “it,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Quanterix Corporation and its consolidated subsidiaries.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words, or other comparable terminology. These forward-looking statements include, but are not limited to, statements related to our financial performance and statements related to our expectations about the development and commercialization of our products and about the benefits we may realize from our acquisition of Akoya Biosciences, Inc. and are subject to a number of risks, uncertainties, and assumptions, including those further described in the section titled “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and in the section titled “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S Securities and Exchange Commission (the “SEC”) on March 2, 2026, or in other filings that we make with the SEC. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Readers should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to new information, actual results, or to changes in our expectations, except as required by law.

Readers should read this Quarterly Report on Form 10-Q, and any documents referenced herein that we have filed with the SEC as exhibits to this Quarterly Report on Form 10-Q, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

Service Marks, Trademarks, and Trade Names

“Quanterix,” “Simoa,” “Simoa HD-X,” “Simoa HD-1,” “Simoa ONE,” “SR-X,” “SP-X,” “HD-X,” “LucentAD,” “Lucent Diagnostics,” “Akoya,” “PhenoCycler,” “PhenoImager,” “PhenoCode,” and our logos are our trademarks. All other service marks, trademarks, and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies’ service marks, trademarks, or trade names to imply a relationship with, or endorsement or sponsorship of us, by these other companies.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

QUANTERIX CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data, unaudited)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	36,182	$	29,839
Marketable securities	63,083		88,393
Accounts receivable, net of allowance for expected credit losses	26,776		29,972
Inventory	50,959		54,763
Prepaid expenses and other current assets	8,725		9,290
Total current assets	185,725		212,257
Restricted cash	3,344		3,341
Property and equipment, net	21,369		23,672
Intangible assets, net	109,161		131,787
Goodwill	26,710		26,376
Operating lease right-of-use assets	15,861		16,664
Other non-current assets	4,502		4,669
Total assets	$	366,672	$	418,766
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,657	$	13,568
Accrued compensation and benefits	9,850		14,979
Accrued expenses and other current liabilities	8,275		17,571
Deferred revenue	15,190		20,728
Operating lease liabilities	7,933		7,916
Total current liabilities	49,905		74,762
Deferred revenue, net of current portion	2,795		5,830
Operating lease liabilities, net of current portion	27,403		29,323
Non-current portion of contingent liabilities	3,547		5,024
Other non-current liabilities	883		8,097
Total liabilities	84,533		123,036
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock: $0.001 par value; Authorized: 120,000; Issued and outstanding: 47,061 and 46,744 shares at March 31, 2026 and December 31, 2025	47		47
Additional paid-in capital	877,877		873,637
Accumulated other comprehensive loss	(1,013)		(723)
Accumulated deficit	(594,772)		(577,231)
Total stockholders’ equity	282,139		295,730
Total liabilities and stockholders’ equity	$	366,672	$	418,766

The accompanying notes are an integral part of these Consolidated Financial Statements.

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QUANTERIX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data, unaudited)


	Three Months Ended March 31,
	2026		2025
Revenues:
Product revenue	$	25,479	$	20,739
Service and other revenue	10,376		8,823
Collaboration and license revenue	560		771
Total revenues	36,415		30,333
Costs of goods sold and services:
Cost of product revenue	15,140		11,341
Cost of service and other revenue	5,709		4,154
Total costs of goods sold and services	20,849		15,495
Gross profit	15,566		14,838
Operating expenses:
Research and development	7,323		10,036
Selling, general and administrative	29,770		31,168
Impairment	19,835		—
Total operating expenses	56,928		41,204
Loss from operations	(41,362)		(26,366)
Other income (expense), net:
Interest income	892		3,267
Change in fair value of contingent liabilities	1,501		(379)
Other income, net	21,421		61
Loss before income taxes	(17,548)		(23,417)
Income tax benefit	7		2,913
Net loss	$	(17,541)	$	(20,504)

Net loss per common share, basic and diluted	$	(0.37)	$	(0.53)

Weighted-average common shares outstanding, basic and diluted	46,979		38,718

The accompanying notes are an integral part of these Consolidated Financial Statements.

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QUANTERIX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, unaudited)


	Three Months Ended March 31,
	2026		2025
Net loss	$	(17,541)	$	(20,504)
Other comprehensive loss, net of tax:
Unrealized losses on marketable securities	(113)		(8)
Foreign currency translation	(177)		1,267
Total other comprehensive income (loss)	(290)		1,259
Comprehensive loss	$	(17,831)	$	(19,245)

The accompanying notes are an integral part of these Consolidated Financial Statements.

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QUANTERIX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(17,541)	$	(20,504)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	5,603		2,188
Credit losses on accounts receivable	305		53
Accretion of marketable securities	(150)		(979)
Operating lease right-of-use asset amortization	797		561
Stock-based compensation expense	4,528		5,462
Impairment	19,835		—
Change in fair value of contingent liabilities	(1,501)		379
Recognition of off-market liability	(13,975)		—
Other operating activity	15		(412)
Changes in assets and liabilities:
Accounts receivable	2,717		4,329
Inventory	3,221		2,085
Prepaid expenses and other current assets	453		421
Accounts payable	(4,846)		399
Accrued compensation and benefits, accrued expenses, and other current liabilities	(7,254)		(3,517)
Deferred revenue	(8,572)		299
Net change in other operating assets and liabilities	(1,742)		(4,652)
Net cash used in operating activities	(18,107)		(13,888)
Cash flows from investing activities:
Purchases of marketable securities	—		(30,246)
Proceeds from sales and maturities of marketable securities	25,350		73,261
Purchases of property and equipment	(87)		(1,256)
Acquisitions, net of cash acquired	—		(8,997)
Net cash provided by investing activities	25,263		32,762
Cash flows from financing activities:
Deferred acquisition payment	(1,000)		—
Principal payments on financing leases	(83)		—
Proceeds from common stock issued under stock plans	340		668
Payments for employee taxes withheld on stock-based compensation awards	(27)		(575)
Net cash provided by (used in) financing activities	(770)		93
Net increase in cash, cash equivalents, and restricted cash	6,386		18,967
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(40)		861
Cash, cash equivalents, and restricted cash at beginning of period	33,180		59,319
Cash, cash equivalents, and restricted cash at end of period	$	39,526	$	79,147

The accompanying notes are an integral part of these Consolidated Financial Statements.

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QUANTERIX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Organization and Nature of Business

Quanterix Corporation ("Quanterix" or the "Company") is a life sciences company transforming healthcare innovation by accelerating biomarker breakthroughs from discovery to diagnostics using its ultra-sensitive translational research and spatial biology instruments, consumables, and services. The Company continues to invest in pushing a paradigm shift in healthcare from an emphasis on later-stage treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention.

Quanterix's proprietary digital "Simoa" detection technology enables customers to reliably detect protein biomarkers at ultra-low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies. Multi-plexing biomarker analysis in tissue samples with the Company's "Spatial Biology" platforms enables scientists to understand the localized interactions occurring on the cellular level. The Company believes its combination of technologies will enable scientists to help drive diagnostic innovation in the evolving healthcare landscape with data across the tissue to fluid continuum. Currently, the ability of Quanterix's Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to identify early-stage disease markers before symptoms appear.

The Company sells its proprietary instruments and related consumables worldwide to research laboratories, contract research organizations, academic institutions, and bio-pharmaceutical companies. In addition, the Company provides contract research services and clinical laboratory testing services, including four Laboratory Developed Tests ("LDT"), using its proprietary technology through its Accelerator Laboratory, which is certified under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA") (the "Accelerator Laboratory").

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC regarding interim financial reporting on Form 10-Q. Accordingly, certain information and disclosures required for complete financial statements prepared in accordance with U.S. GAAP are not included. The Consolidated Balance Sheet and related information as of December 31, 2025 included herein was derived from the audited Consolidated Financial Statements as of December 31, 2025, but does not include all disclosures required by U.S. GAAP on an annual reporting basis.

These Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 2, 2026. Since the date of that filing, there have been no changes or updates to the Company’s significant accounting policies, other than those described below.

In the opinion of management, the Consolidated Financial Statements and Notes to Consolidated Financial Statements contain all normal, recurring adjustments necessary for a fair statement of financial position, results of operations, comprehensive loss, and cash flows as of the dates and for the interim periods presented. The results of operations for the three months ended March 31, 2026 may not be indicative of the results for the full year ending December 31, 2026, or any other period.

The Company’s fiscal year is the 12-month period from January 1 through December 31, and all references to “2026,” “2025,” and the like refer to that fiscal year unless otherwise noted. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year’s presentation, including the change in accounting principle discussed below.

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Change in Accounting Principle

During the quarter ended March 31, 2026, the Company changed its accounting policy for classifying shipping and handling costs for product sales, which are primarily comprised of costs paid to third-party shippers for transporting products to customers. Historically shipping and handling costs have been recorded in selling, general and administrative expenses. Under the new accounting policy, shipping and handling costs are recorded in cost of product revenue. The Company believes this classification is preferable because including these costs in cost of product revenue will better align the costs with the related revenue in the calculation of gross profit and is consistent with the practices of other companies in the same industry.

The Company applied the change in accounting principle retrospectively to all periods presented. The accompanying Consolidated Statements of Operations reflect the effect of the change in accounting principle for all periods presented, which includes a reclassification of $1.6 million from selling, general and administrative to cost of product revenue during the three months ended March 31, 2025. The change in accounting principle had no impact on revenues, loss from operations, net loss, or net loss per share and did not affect the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Loss, Consolidated Statements of Cash Flows, or Consolidated Statements of Stockholders’ Equity.

Use of Estimates

The preparation of the Consolidated Financial Statements and Notes to Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. Such estimates include, but are not limited to, revenue recognition, valuation of inventory, valuation and impairment of goodwill, intangible, and other long-lived assets, valuation of acquired assets and assumed liabilities from acquisitions, valuation of contingent liabilities, recoverability of deferred tax assets, and stock-based compensation expense. The Company bases its estimates on historical experience, known trends, worldwide economic conditions, both general and specific to the life sciences industry, and other relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Principles of Consolidation

The Consolidated Financial Statements and Notes to Consolidated Financial Statements include the accounts of Quanterix and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Foreign Currency

The functional currency of the Company’s subsidiaries is generally their respective local currencies. These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Consolidated Balance Sheets.

Restricted Cash

The following table summarizes the period ending cash and cash equivalents as presented on the Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands):


	As of March 31,
	2026		2025
Cash and cash equivalents	$	36,182	$	76,508
Restricted cash (1)	3,344		2,639
Cash, cash equivalents, and restricted cash	$	39,526	$	79,147

(1) Restricted cash consists of collateral for letters of credit issued as security for several of the Company’s leased facilities and to secure the Company’s corporate credit card program. The short-term or long-term classification is determined in accordance with the expiration of the underlying letter of credit and security.

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Stock-Based Compensation

The Company measures and recognizes stock-based compensation expense by calculating the estimated fair value of restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, or purchase rights issued under the Company’s employee stock purchase plan ("ESPP"). The Company generally issues new common shares upon the exercise of options, vesting of Restricted Stock Awards, and ESPP purchases. Awards granted by the Company are routine in nature including new hire, annual, and promotion grants.

The fair value of stock options and purchase rights under the ESPP is estimated using the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions about the expected or contractual term of the option or purchase right, the expected volatility, risk-free interest rates, and expected dividend yield. The Company estimates the expected term of options granted to employees utilizing historical exercise data. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The expected volatility is based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, commensurate with the expected term. The expected dividend yield is zero as the Company has never paid dividends and has no current plans to pay any dividends on common stock.

The fair value of RSUs and PSUs that do not contain a market vesting condition is determined using the closing market price of the Company’s common stock on the grant date. At each reporting period, the Company reassesses the probability of the achievement of PSU performance conditions and any increase or decrease in share-based compensation expense resulting from the reassessment is treated as a cumulative catch-up in the period of adjustment. If the outcome of such performance conditions is not probable, or is not met, compensation expense is not recognized and any previously recognized compensation expense is reversed.

The fair value of PSUs that contain a market vesting condition is determined on the grant date using a Monte Carlo simulation. A Monte Carlo simulation requires assumptions for the expected volatility, risk-free interest rate, and expected dividend yield. The Company estimates these assumptions in the same manner as stock options and purchase rights under the ESPP. Compensation expense is recognized regardless of achievement of the market conditions.

The Company recognizes stock-based compensation expense on a straight-line basis over an award’s requisite service period and recognizes forfeitures as they occur. The requisite service period is the offering period for purchase rights under the ESPP and the vesting period for stock options, RSUs, and PSUs that do not contain a market condition. For PSUs that contain a market condition, the requisite service period is the longer of the derived service period or the explicit service period.

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient to assume that current conditions as of the balance sheet date will persist through a reasonable and supportable forecast period for eligible assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The new standard became effective for the Company’s interim and annual financial statements beginning on January 1, 2026. The Company adopted this standard as of January 1, 2026 on a prospective basis and elected the practical expedient. The adoption did not have a material impact on the Consolidated Financial Statements and related disclosures.

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Recent Accounting Standards to be Adopted

In December 2025, the FASB issued ASC Update No. 2025-12, Codification Improvements. This update provides a variety of language changes and clarity across several topics which are applicable to the Company. The amendments in this update may be applied prospective or retroactively. Additionally, the Company is permitted to elect the transition method for these updates on an issue-by-issue basis. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In December 2025, the FASB issued ASC Update No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update enhances disclosure of an entity's interim disclosure requirements. The amendments in this update can be applied prospectively or retrospectively. The new standard will be effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In November 2025, the FASB issued ASC Update No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update establishes guidance for recognition, measurement and presentation of government grants received by public business entities. The new standard may be applied using a modified prospective approach, modified retrospective approach, or retrospective approach. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In September 2025, the FASB issued ASC No. 2025-06, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update enhances disclosure of an entity's internal use software by removing prescriptive and sequential software development stages. The amendments in this update can be applied prospectively or retrospectively. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update enhances disclosure of an entity's expenses, primarily through additional disaggregation of income statement expenses. The update also requires entities to disclose qualitative descriptions of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments in this update can be applied prospectively or retrospectively. The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements disclosures.

Note 3. Acquisitions

Akoya Biosciences, Inc.

On July 8, 2025 (the "Akoya Closing Date"), the Company completed the transactions under the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025 whereby the Company's wholly owned subsidiary, Wellfleet Merger Sub, Inc. merged with and into Akoya Biosciences Inc. ("Akoya"), with Akoya surviving the merger (the "Merger") as a wholly owned subsidiary of the Company.

Akoya, a life sciences technology company previously based in Marlborough, Massachusetts, delivers spatial biology solutions focused on transforming discovery, clinical research, and diagnostics. The acquisition of Akoya was part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of laboratory service offerings.

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Total Consideration Transferred

The following table presents the fair value of the consideration transferred for the Merger as of the Akoya Closing Date (in thousands, except for exchange ratio and stock price):


Total Akoya common stock and equity instruments outstanding as of July 7, 2025	51,136
Exchange Ratio	0.147
Total shares of Quanterix common stock issued	7,517
Quanterix stock price per share as of the Akoya Closing Date	$	6.54
Fair value of Akoya common stock and equity instruments converted to Quanterix common stock	$	49,161
Cash consideration paid (1)	18,942
Cash paid for debt extinguishment (2)	82,131
Fair value of replacement equity awards attributable to pre-combination service (3)	739
Total fair value of consideration transferred	$	150,973

(1) Represents cash paid to Akoya stockholders, including fractional shares, of $0.37 per share of Akoya common stock.

(2) Represents the repayment of Akoya’s long-term debt upon closing of the acquisition, including $7.0 million of early termination, legal, and prepayment fees.

(3) Represents the fair value of certain equity-based awards held by Akoya employees prior to the Akoya Closing Date that were replaced with Quanterix equity-based awards. The portion of these awards that relates to services performed prior to the Akoya Closing Date were included within the purchase price.

Upon completion of the Merger, the Company assumed Akoya's stock incentive plans. All Akoya restricted stock units that were outstanding immediately prior to the completion of the Merger were automatically adjusted by an exchange ratio and converted into an equity award of the same type covering shares of the Company's common stock on the same terms and conditions, including continuing vesting requirements.

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Preliminary Allocation of Purchase Price

The following table summarizes, as of March 31, 2026, the preliminary allocation of the purchase price to the estimated fair values of the acquired assets and liabilities assumed:


Assets:
Cash and cash equivalents	$	16,108
Accounts receivable, net of allowance for expected credit losses	8,616
Inventory	25,493
Prepaid expenses and other assets	5,441
Property and equipment, net	12,087
Intangible assets	121,800
Goodwill (1)	26,710
Operating lease right-of-use assets	4,585
Finance lease right-of-use assets	1,041
Total assets acquired	$	221,881
Liabilities:
Accounts payable	$	8,266
Accrued expenses and other liabilities	37,107
Deferred revenue	18,879
Operating lease liabilities	5,616
Finance lease liabilities	1,040
Total liabilities assumed	70,908
Net assets acquired	$	150,973

(1) Goodwill represents the estimated fair value of the expected synergies from combining Akoya with Quanterix, as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes and has been fully assigned to the Akoya reporting unit.

The determination of the fair values of the assets acquired and liabilities assumed involves significant judgment in selecting inputs used in the valuation methodologies, including, but not limited to, projected revenues and expenses, 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. The use of different estimates could produce different results.

The purchase price allocation set forth above is preliminary as the Company continues to obtain information to complete the purchase price allocation. Measurement period adjustments, which are based only on facts and circumstances that existed as of the acquisition date, were not material during the three months ended March 31, 2026.

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Intangible Assets

The fair value and weighted average amortization period of the intangible assets acquired as of the Akoya Closing Date is as follows (in thousands, except weighted average life amounts):


	Fair Value		Weighted Average Useful Life (in years)
Definite-lived intangible assets:
Developed technology	$	99,600	9.6
Customer relationships	2,900		9.2
Total	$	102,500	9.6
Indefinite-lived intangible assets:
In process research and development	$	19,300
Total intangible assets	$	121,800

The Company primarily relied on income based approaches using Level 3 inputs to determine the fair values. A multi-period excess earnings valuation methodology was used for the developed technology and in-process research and development ("IPR&D") intangible assets, and a distributor method was used for the customer relationships intangible. These income approaches required the use of estimates including: projected revenues and expenses related to the particular asset, obsolescence rates, customer retention rates, discount rates, and certain published or readily available industry benchmark data. In establishing the estimated useful life of each definite-lived intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model.

Acquired Diagnostic Development Agreement

As part of the acquisition of Akoya, the Company assumed a diagnostics development agreement (the "Development Agreement") with a biopharmaceutical customer (the "Biopharma Customer"). As of the Akoya Closing Date, the Company assessed the unfavorable terms of the Development Agreement and recorded a $16.7 million off-market liability. The Company determined the preliminary fair value of the off-market liability, which represented the amount by which the terms of the contract with the customer deviate from the terms that a market participant could have achieved, based on an income approach using Level 3 inputs. This income approach required the use of estimates including: projected revenue, expected profit margin, and a discount rate.

On February 25, 2026, the Development Agreement was terminated by mutual agreement of the parties and, in connection with such termination, Quanterix will transfer certain know-how to the Biopharma Customer and grant a non-exclusive, sub-licensable, fully paid license of the related intellectual property. No further consideration is due to either party for the know-how transfer or license.

The IPR&D intangible asset generated by the Merger consisted solely of the intellectual property that will be transferred to the Biopharma Customer. As a result of the termination of the Development Agreement, the Company can no longer realize the benefits from the IPR&D asset and the full $19.3 million balance was recorded as an impairment charge during the three months ended March 31, 2026.

Additionally, as a result of the termination of the Development Agreement, the Company recognized $21.6 million of one-time income during the three months ended March 31, 2026, which consisted of $13.7 million of non-cash income from the off-market liability and $7.9 million of deferred revenue. These amounts were recorded in other income, net on the Company's Consolidated Statements of Operations as the termination of an acquired, off-market, contract is unusual and infrequent in nature.

Acquisition Costs

Acquisition costs are recorded in selling, general and administrative in the Consolidated Statements of Operations and were not material for the three months ended March 31, 2026 and 2025, respectively.

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Emission, Inc.

On January 8, 2025 (the "Emission Closing Date"), the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc. ("Emission"), a life sciences manufacturing company based in Georgetown, Texas. 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. The transaction was part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's future products and expansion into a new multi-plex market segment targeting third-party original equipment manufacturer customers. The fair value of the consideration transferred in connection with the acquisition of Emission was $16.6 million, which included a $1.0 million holdback that was paid in the first quarter of 2026.

Contingent Payments

The Emission transaction included two contingent payment arrangements providing for potential additional future cash payments to the seller. An additional $10.0 million was paid in the fourth quarter of 2025 upon completion of certain technical milestones (“Earnout 1”) and up to $50.0 million could be payable based on the amount and timing of certain performance targets over a five year period ending December 31, 2029 (“Earnout 2”).

Under ASC 805 - Business Combinations, the Company determined Earnout 1 was compensation expense and was therefore recognized separately from the business combination. In accordance with ASC 710 - Compensation, Earnout 1 was recognized over the period certain technical milestones were completed in 2025. This expense was recorded in research and development and selling, general and administrative expenses on the Consolidated Statements of Operations. During the three months ended March 31, 2025 the Company recognized expense of $3.7 million for Earnout 1.

The preliminary fair value of Earnout 2 on the Emission Closing Date was $6.6 million, which represented purchase price and was included in the accounting for the business combination. Monte-Carlo simulations were used to determine the fair value, including the following significant unobservable inputs: projected revenue, a risk adjusted discount rate, and revenue volatility. Refer to Note 8 - Fair Value of Financial Instruments for discussion on the fair value considerations for Earnout 2.

Call Option Agreement

In connection with the closing of the acquisition of Emission, the Company entered into a call option agreement, in which the Emission selling shareholders have the right to repurchase all of the outstanding capital stock of Emission for $10.0 million after five years if Emission’s revenues do not exceed $5.0 million in any one year during such five-year period. If the Emission selling shareholders exercise the right to repurchase Emission, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products. The Company determined that the call option is embedded in the purchased shares of Emission and does not require separate accounting unless exercised.

Note 4. Goodwill and Intangible Assets

Goodwill and Impairment

At March 31, 2026, the Company performed a qualitative interim impairment test as result of continued events and circumstances that indicated its goodwill could be impaired, including a larger than expected decline in the Company's revenue and bookings primarily due to the changing macro-economic conditions resulting from reductions in U.S. federal research funding and import tariffs. This test was performed on its Akoya reporting unit since all remaining goodwill had previously been assigned to it. As a result of the qualitative test, the Company determined that its goodwill was not impaired as of March 31, 2026.

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Changes in the carrying amount of goodwill were as follows (in thousands):


	Total Goodwill
Balance as of January 1, 2025	$	—
Acquisition of Emission	6,374
Goodwill impairment	(6,374)
Acquisition of Akoya, including measurement period adjustments	26,376
Balance as of December 31, 2025	26,376
Measurement period adjustments to Akoya goodwill	334
Balance as of March 31, 2026	$	26,710

Intangible Assets

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):


		As of March 31, 2026
	Estimated Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Cumulative Translation Adjustment		Net Carrying Value		Weighted Average Life Remaining (in years)
Developed technology	7.0 - 14.0	$	114,150	$	(10,368)	$	—	$	103,782	9.3
Know-how	8.5	13,000		(8,834)		(1,540)		2,626		1.8
Customer relationships

SEC Form 10-Q filed by Quanterix Corporation