Form 8-K - Current report

Quanterix Corpfalse000150327400015032742024-08-192024-08-19

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): August 19, 2024

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)

[phone]

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company o

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

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers

On August 19, 2024, the board of directors (the “Board”) of Quanterix Corporation (the “Company”) appointed Jeffrey T. Elliott to serve on the Board effective immediately. Mr. Elliott will serve as a Class I director with a term that will expire at the Company’s 2027 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Elliott and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Elliott and any of the Company’s other directors or executive officers. Mr. Elliott does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

In accordance with the Company’s amended and restated non-employee director compensation policy (the “Policy”), Mr. Elliott received 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 August 19, 2024 and (ii) 40% 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. Mr. Elliott will also receive annual compensation and annual equity awards as further provided in the Policy. A description of the Policy is available in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2024 (File No. 001-38319) under the heading “Executive Officer and Director Compensation – Director Compensation – Non-Employee Director Compensation Policy.”

A copy of the press release dated August 19, 2024 announcing the appointment of Mr. Elliott is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press Release dated August 19, 2024.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			QUANTERIX CORPORATION
			By:			/s/ Masoud Toloue
						Masoud Toloue
						President and Chief Executive Officer

Date: August 21, 2024

Exhibit 99.1

Jeffrey Elliott Appointed to Quanterix’s Board of Directors

BILLERICA, Mass. - August 19, 2024 - Quanterix Corporation (NASDAQ: QTRX), a company fueling scientific discovery and breakthrough diagnostics through ultra-sensitive biomarker detection, today announced that it appointed Jeffrey Elliott to its Board of Directors.

Mr. Elliott brings two decades of senior leadership experience in the medical diagnostics industry, including 8 years at Exact Sciences Corp., where he served as chief financial officer from November 2016 to May 2024 and chief operating officer from April 2021 to May 2023. While at Exact Sciences, he was responsible for finance, strategy and business development, helping to effectively scale the business, achieving high revenue growth during his tenure, and overseeing numerous acquisitions and venture investments.

Prior to joining Exact Sciences, Mr. Elliott was a senior equity research analyst at Robert W. Baird & Co. where he covered health care companies, including companies in the diagnostics and life science tools industry. He brings to Quanterix a breadth of business strategy experience within the life sciences industry.

Mr. Elliott earned a Bachelor of Science in business administration from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago Booth School of Business. Mr. Elliott is a CFA® charterholder.

“We’re pleased to welcome Jeff to our board of directors at an exciting time for the company. As Quanterix actively builds the infrastructure for Alzheimer’s Disease testing to ensure access to early diagnosis, Jeff's experience in scaling Exact Sciences’ operations and financial experience will be invaluable,” said Masoud Toloue, CEO of Quanterix.

“Jeff is a wonderful addition to our Board, and we look forward to leveraging his expertise in the industry as Quanterix continues to grow,” said Martin Madaus, Chairman of the Board.

“It is a pivotal time in life sciences and diagnostics, and I’m thrilled to join the Quanterix board amid great innovation and opportunity,” said Mr. Elliott. “The mission to scale Quanterix’s Simoa technology is bold and ambitious, and I am excited to apply my experience to help the company achieve this goal and support continued innovation.”

To learn more about Quanterix’s Simoa® technology, visit: https://www.quanterix.com/simoa-technology/.

About Quanterix

From discovery to diagnostics, Quanterix’s ultra-sensitive 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 2,900 peer-reviewed journals. Find additional information about the Billerica, Massachusetts-based company at https://www.quanterix.com or follow us on Twitter and LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements in this news release are based on Quanterix’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Factors that may cause Quanterix’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Quanterix’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as

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required by law, Quanterix assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Quanterix Media Contact:

Maya Nimnicht, PAN Communications

[phone]

[e-mail]

Investor Relations:

Quanterix

Francis Pruell

[phone]

[e-mail]

Document and Entity Information	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 19, 2024
Entity Registrant Name	Quanterix Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38319
Entity Tax Identification Number	20-8957988
Entity Address, Address Line One	900 Middlesex Turnpike
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
City Area Code	617
Local Phone Number	301-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	QTRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001503274

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