Quanterix Corp

Current report

(i) The following new risk factor is added:

Current report

We may fail to achieve the expected cost savings and related benefits from our May 2025 cost reduction actions, and the consequences of those actions may adversely impact our business.

Current report

On May 12, 2025, we announced a plan to reduce operating costs by approximately $15 million in 2025, with annualized savings of $30 million or 15% of our cost base. Approximately $9 million of the $15 million savings will be realized from headcount actions. We expect to incur expenses of approximately $1.5 million related to the reduction in force, substantially all of which will be cash expenditures incurred in 2025 for severance. There is no guarantee that these cost reduction actions will result in the anticipated savings or other economic benefits, and we may incur unanticipated charges or make payments that were not previously contemplated. Additionally, these actions:

Current report

•may result in the loss of institutional knowledge and expertise;

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•may disrupt or restrain the scope of our business activities; and

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•may make it more difficult to attract and retain qualified personnel, whose duties may be expanded to include those of employees whose positions were eliminated in the reduction-in-force.

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If we are unable to realize the anticipated benefits from the reduction-in-force, or if we experience significant adverse consequences from the reduction-in-force, our business, financial condition, and results of operations may be materially adversely affected.

Current report

(ii) The risk factor titled “Changes in U.S. government policies, including increased tariffs and potential reductions in federal research funding could adversely affect our business.” is deleted and replaced in its entirety by the following risk factor:

Current report

Changes in U.S. government policies, including reductions in federal research funding and increased tariffs, are adversely affecting our business, though the full extent of the impact is uncertain.

Current report

The U.S. government has suspended or withheld disbursement of funds under certain federal research grants (or certain components of grants) and curtailed the grant of new awards, including funding and grants from the National Institutes of Health (NIH). These actions are negatively impacting spending within our industry and causing uncertainty, which is adversely impacting our business and our financial outlook for 2025. Certain of our customers, including academic institutions and research organizations, may depend in whole or in part on federal grants to advance their medical research activities. Any prolonged suspensions or reductions in such funding could slow innovation, delay collaborations, and limit the adoption of new technologies that contribute to our business growth.

Current report

Other recent policy actions, including the imposition of new tariffs on imported materials and goods from certain foreign countries, may also have an adverse impact on our business. The U.S. government has announced and/or implemented significant new tariffs on imports from a number of countries, resulting in retaliatory tariffs by certain countries. Increased tariffs on materials, goods and components used by us or our suppliers will likely raise production costs and could disrupt the supply chain. Because tariffs will likely increase the costs of materials, goods and components, we expect we will need to absorb the costs in some cases and/or increase the prices of certain of our products. This could adversely impact demand for our products and our competitive positioning.

Current report

If these or similar policy changes continue or expand, we may face increased costs and demand for our products could be impacted. Though the risks referenced above have already adversely impacted our business to some extent, the full impact of funding actions and tariffs on us and on our business partners remains highly uncertain and volatile. We cannot predict the full extent of these impacts, but any prolonged disruption could further adversely affect our business, financial condition, and results of operations.

Current report

(iii) The risk factor titled “Defects or other quality issues in our products could lead to unforeseen costs, product recalls, adverse regulatory actions, negative publicity, and litigation, including product liability claims, any of which could cause customers to decide not to purchase our products, harm our reputation, and negatively affect our sales, operating results and financial condition.” is deleted and replaced in its entirety by the following risk factor:

Current report

Defects or other quality issues in our products could lead to unforeseen costs, product recalls, adverse regulatory actions, negative publicity, and litigation, including product liability claims, any of which could cause customers to decide not to purchase our products, harm our reputation, and negatively affect our sales, operating results and financial condition.

Current report

Our Simoa products are complex and may contain undetected errors or defects, especially when first introduced or as new versions or new products are released. We have in the past devoted, and will continue to devote, funding and resources to technology development, quality assurance and manufacturing initiatives designed to ensure or improve quality, such as the assay redevelopment program which was initiated in 2022 and substantially completed in the fourth quarter of 2023. However, there can be no assurance that we will be successful in our efforts to manufacture products at a level of quality necessary for our customers or to avoid our products containing undiscovered defects or quality issues. Additionally, reduction in personnel who service our instruments may result in service delays, instrument downtime and customer dissatisfaction. Defects, errors or quality issues in our products may discourage customers from purchasing our products and could harm our reputation. We may also be subject to warranty claims and litigation involving claims for damages or incur additional costs, in each case due to errors or defects in our products. In addition, if we do not meet industry or quality standards, if applicable, our products may be subject to recall. A material liability claim, recall or other occurrence that harms our reputation or decreases market acceptance of our products could harm our business and operating results.

Current report

Use of our products or services by us or a customer for diagnostic purposes could result in a product liability claim alleging that one of our products contained a design or manufacturing defect that resulted in the failure to adequately perform, leading to death or injury. A product liability claim could result in substantial damages and be costly and time- consuming to defend, either of which could materially harm our business or financial condition. We cannot guarantee that our product liability insurance would adequately protect our assets from the financial impact of defending a product liability claim. Any product liability claim brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing insurance coverage in the future.

Current report

(iv) The risk factors under the heading “Risks Relating to the Merger” are deleted and replaced in their entirety by the following:

Current report

Risks Relating to the Merger

Current report

The Merger may not be completed and the A&R Merger Agreement may be terminated in accordance with its terms.

Current report

The Merger is subject to a number of conditions that must be satisfied (or waived, to the extent permitted), including (i) receipt of the approval of the Merger by Akoya stockholders; (ii) the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Merger, as amended by any post-effective amendment; (iii) the absence of any order issued or entered, or any law enacted or promulgated having the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger; (iv) the submission by us to Nasdaq of a notification of shares of our common stock to be issued in connection with the Merger; (v) performance by each party of its respective obligations under the A&R Merger Agreement; and (vi) the absence of a material adverse effect with respect to each of Akoya and us. These conditions to the completion of the Merger, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed. Additionally, either we or Akoya may terminate the A&R Merger Agreement under certain circumstances, subject to the payment of a termination fee of $2.6 million by Akoya to us in certain cases. We have incurred and will incur costs in connection with entering into the Original Merger Agreement and the A&R Merger Agreement and consummating the Merger, many of which will be payable by us whether or not the Merger is completed. Even if the A&R Merger Agreement is terminated under circumstances that would require Akoya to pay us a $2.6 million termination fee, it would not cover all of the expenses and costs we have incurred.

Current report

Failure to complete the Merger could negatively impact our future business and financial results and the trading price of our common stock.

Current report

If the Merger is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, we would be subject to a number of risks, including the following:

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•we may experience negative reactions from our customers, service providers, partners, vendors, suppliers and employees;

Current report

•it could negatively impact our ability to achieve future growth, expand our addressable market and achieve scale and profitability on expected timelines;

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•we will have incurred substantial costs towards completion of the Merger and will generally be required to pay our costs relating to the Merger, such as financial advisory, legal, strategic advisory, accounting costs and associated fees and expenses, whether or not the Merger is completed;

Current report

•we may provide up to $30 million in bridge financing to Akoya in the form of the Convertible Notes, which would be subordinated to Akoya’s existing credit facility, and if the Merger is not completed for any reason, Akoya may not have the financial resources to repay the bridge financing when due, or at all; and

Current report

•we will have committed substantial time and resources to matters relating to the Merger (including integration planning) which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.

Current report

Actions of activist or dissident stockholders could negatively affect our business and operations.

Current report

Recently two of our stockholders have indicated that they oppose the Merger. In addition, on March 3, 2025, one of these stockholders announced that it had nominated three directors for election to our Board of Directors at our 2025 annual meeting of stockholders. As a result of these actions, we will incur significant expenses even if we are successful in completing the Merger or we are successful in a potential proxy contest.

Current report

Perceived uncertainties as to our future direction, strategy, or leadership, and the diversion of management's and our board of director's attention and resources from our business, created by such activism may result in the loss of business opportunities and make it more difficult to complete strategic transactions or attract and retain investors, customers, employees, and other business partners. Such stockholder activism may also cause significant fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. We cannot predict the outcome or timing of any matters relating to stockholder activism or potential proxy contests or the ultimate impact that such matters may have on our business, liquidity, financial condition, or results of operations.

Current report

The issuance of shares of our common stock to Akoya stockholders in connection with the Merger may cause the market price of our common stock to decline.

Current report

Upon completion of the Merger, Akoya stockholders will receive (a) 0.1461 (the “Exchange Ratio”) shares of our common stock (the “Per Share Stock Consideration”) and (b) $0.38 in cash (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Per Share Merger Consideration”) for each share of Akoya common stock they hold. In addition, immediately prior to the Merger:

Current report

•Each Akoya RSU that is outstanding and unvested (each, a “Rollover RSU”) will automatically be converted into the right to receive the Per Share Merger Consideration upon vesting. Each Rollover RSU shall otherwise remain subject to the same terms and conditions, including vesting, as were applicable prior to the Merger.

Current report

•Each Akoya RSU that is outstanding and vested immediately prior to the Merger will receive the Per Share Merger Consideration.

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•Each Akoya Option that is outstanding will, if unvested, become vested, and (a) if the per share exercise price for the shares underlying such Akoya Option is equal to or greater than the value of the Per Share Merger Consideration, will automatically terminate and be cancelled for no consideration; and (b) if the per share exercise price for the shares underlying such Akoya Option is less than the value of the Per Share Merger Consideration, will automatically terminate and be cancelled in consideration for the right to receive the Per Share Merger Consideration in respect of a number of shares of Akoya Common Stock determined assuming a synthetic cashless exercise of such Akoya Options as determined based on the aggregate excess of the per share exercise price of such Akoya Options divided by the value of the Per Share Merger Consideration (each, a "Settled Option").

Current report

Based on 49,875,399 shares of Akoya common stock outstanding as of April 25, 2025 and 842,000 Akoya RSUs expected to be vested immediately prior to the Merger and the Exchange Ratio, it is expected that we will issue approximately 7,409,812 shares of our common stock upon the closing of the Merger. Based on 1,254,395 Rollover RSUs outstanding as of April 25, 2025 and the Exchange Ratio, it is expected that Quanterix will issue approximately 183,267 Quanterix RSUs to holders of Rollover RSUs in connection with the Merger. Based on an assumed per share merger consideration value of $1.24 (determined based on an assumed average price per share of our common stock as set forth in the A&R Agreement), there would be 1,155,948 shares of Akoya common stock underlying Settled Options, and we would be required to issue and deliver an aggregate of 168,884 shares of our common stock in respect of such Settled Options. Former Akoya stockholders may decide not to hold the shares of our common stock that they will receive in the Merger, and our stockholders may decide to reduce their investment in Quanterix as a result of the changes to our investment profile as a result of the Merger. Both the issuance of this amount of new shares in the Merger and any subsequent sales of these shares may cause the market price of our common stock to decline.

Current report

After the Merger, our stockholders will have a reduced ownership and voting interest in Quanterix and may not realize a benefit from the Merger commensurate with their ownership dilution.

Current report

The Merger will dilute the ownership position of our stockholders and result in Akoya stockholders having an ownership stake in Quanterix. Based on the number of shares of our common stock and Akoya common stock outstanding asof May 1, 2025, upon completion of the Merger, our current stockholders are expected to own approximately 84% of our outstanding common stock and former Akoya stockholders are expected to own approximately 16% of our outstanding common stock immediately following the closing of the Merger.

Current report

If Quanterix and Akoya as a combined company (the “Combined Company”) is unable to fully and timely realize the strategic and financial benefits currently anticipated from the Merger, our stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

Current report

Until the completion of the Merger or the termination of the A&R Merger Agreement pursuant to its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us and our stockholders.