UNITED STATES

~~UNITED STATES~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~

(Mark One)

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

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

For the quarterly period ended ~~March 31, 2018~~September 30, 2021

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

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)		~~20-8957988~~ (IRS Employer Identification No.)

~~113 Hartwell Ave~~900 Middlesex Turnpike
~~Lexington,~~ Billerica, MA		01821
(Address of principal executive offices)		~~02421~~ (Zip Code)

Registrant’s telephone number, including area code: ~~(617)~~ (617) 301-9400

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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	◻	o	Accelerated filer	o◻
Non-accelerated filer	☒	x ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	o☒
			Emerging growth company	x☒

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 ~~May~~November 1, ~~2018,~~2021, the registrant had ~~21,960,140~~36,648,018 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TTABLE OF CONTENTS


		Page



Special Note Regarding Forward-Looking Statements	3


PART I — FINANCIAL INFORMATION

~~Cautionary Note Regarding Forward-Looking Statements~~		2

Item 1. Financial Statements		4
Unaudited Condensed Consolidated Balance Sheets at ~~March 31, 2018~~September 30, 2021 and December 31, ~~2017~~2020		4
Unaudited Condensed Consolidated Statements of Operations ~~and Comprehensive Loss~~ for the Three and Nine Months Ended ~~March 31, 2018~~September 30, 2021 and ~~2017~~2020		5
Unaudited Condensed Consolidated Statements of ~~Stockholders’ Equity~~Comprehensive (Loss) Income for the Three and Nine Months Ended ~~March 31, 2018~~September 30, 2021 and 2020		6
Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31, 2018~~September 30, 2021 and ~~2017~~2020		7
~~Notes to~~ Unaudited Condensed Consolidated ~~Financial~~ Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020		8
Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2624

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3233

Item 4. Controls and Procedures		3233

PART II — OTHER INFORMATION

Item 1. Legal Proceedings		3334

Item 1A. Risk Factors		3334

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3334

Item 3. Defaults Upon Senior Securities		34

Item 4. Mine Safety Disclosures		34

Item 5. Other Information		34

Item 6. Exhibits		35

Signatures		36

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements 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, you can identify forward-looking statements 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 about our financial performance, and are subject to a number of risks, uncertainties and assumptions, including those described in this Quarterly Report on Form 10-Q and in “Part I, Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2020 or other filings that we make with the Securities and Exchange Commission, or 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 our management 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.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events ~~and~~or circumstances reflected in the forward-looking statements will be achieved or occur. You

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

Unless the context otherwise requires, the terms “Quanterix,” the “Company,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q refer to Quanterix ~~Corporation.~~Corporation and its subsidiaries. “Quanterix,” “Simoa,” “Simoa HD-X,” “Simoa HD-1,” “SR-X,” “SP-X,” “HD-X Analyzer,” “HD-1 Analyzer” and our logo 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’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Quanterix Corporation

Condensed Consolidated Balance ~~Sheets~~Sheets

(amounts in thousands, except share and per share data)


	(Unaudited)
	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	410,747	$	181,584
Accounts receivable (less allowance for credit losses of $645 and $370 as of September 30, 2021 and December 31, 2020, respectively; including $170 and $172 due from related parties as of September 30, 2021 and December 31, 2020, respectively)		18,434		17,184
Inventory		22,794		14,856
Prepaid expenses and other current assets		7,454		5,981
Total current assets		459,429		219,605
Restricted cash		1,658		1,000
Property and equipment, net		16,466		13,912
Intangible assets, net		11,374		13,716
Goodwill		9,903		10,460
Right-of-use assets		11,626		11,995
Other non-current assets		384		357
Total assets	$	510,840	$	271,045
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable (including $25 and $14 to related parties as of September 30, 2021 and December 31, 2020, respectively)	$	5,824	$	6,799
Accrued compensation and benefits		9,176		10,777
Other accrued expenses (including $19 and $1,377 to related parties as of September 30, 2021 and December 31, 2020, respectively)		5,875		4,845
Deferred revenue (including $56 and $90 with related parties as of September 30, 2021 and December 31, 2020, respectively)		5,743		5,421
Current portion of long term debt		1,993		7,673
Short term lease liabilities		1,374		1,234
Other current liabilities		1,205		3,054
Total current liabilities		31,190		39,803
Deferred revenue, net of current portion		929		577
Long term lease liabilities		20,845		21,891
Deferred tax liabilities		2,362		2,649
Total liabilities		55,326		64,920
Stockholders’ equity:
Common stock, $0.001 par value:
Authorized—120,000,000 shares as of September 30, 2021 and December 31, 2020; issued and outstanding — 36,574,132 and 31,796,544 shares as of September 30, 2021 and December 31, 2020, respectively		37		32
Additional paid-in capital		739,862		451,433
Accumulated other comprehensive income		1,051		2,434
Accumulated deficit		(285,436)		(247,774)
Total stockholders’ equity		455,514		206,125
Total liabilities and stockholders’ equity	$	510,840	$	271,045

~~(Unaudited)~~

March 31,
2018

December 31,
2017

Assets

Current assets:

Cash and cash equivalents

$
65,231

$
79,682

Accounts receivable (including $186 and $123 from related parties as of March 31, 2018 and December 31, 2017, respectively)

4,661

5,599

Inventory

5,332

3,571

Prepaid expenses and other current assets

1,393

400

Total current assets

76,617

89,252

Property and equipment, net

2,234

1,874

Intangible assets, net

2,841

—

Goodwill

1,308

—

Other non-current assets

683

653

Total assets

$
83,683

$
91,779

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$
2,963

$
3,552

Accrued compensation and benefits

1,942

2,624

Other accrued expenses (including $125 and $170 to related parties as of March 31, 2018 and December 31, 2017, respectively)

3,580

3,560

Deferred revenue (including $1,175 and $1,182 with related parties as of March 31, 2018 and December 31, 2017, respectively)

5,842

4,942

Current portion of long term debt

8,463

5,036

Total current liabilities

22,790

19,714

Deferred revenue, net of current portion (including $807 and $1,074 with related parties as of March 31, 2018 and December 31, 2017, respectively)

1,434

1,709

Long term debt, net of current portion

—

4,346

Other non-current liabilities

128

144

Total liabilities

24,352

25,913

Commitments and contingencies (Note 9)

Stockholders’ equity:

Preferred stock`, $0.001 par value:

Authorized—5,000,000 shares as of March 31, 2018 and December 31, 2017; no shares issued or outstanding as of March 31, 2018 and December 31, 2017

—

—

Common stock, $0.001 par value:

Authorized—120,000,000 shares as of March 31, 2018 and December 31, 2017; issued and outstanding—21,823,282 and 21,707,041 shares as of March 31, 2018 and December 31, 2017, respectively

22

22

Additional paid-in capital

210,863

210,196

Accumulated deficit

(151,554
)
(144,352
)
Total stockholders’ equity

59,331

65,866

Total liabilities and stockholders’ equity

$
83,683

$
91,779

See accompanying ~~notes.~~notes

Table of Contents

Quanterix Corporation

~~Quanterix Corporation~~

Condensed Consolidated Statements of Operations ~~and Comprehensive Loss~~

(amounts in thousands, except share and per share data)

(Unaudited)



		Three Months Ended September 30,			Nine Months Ended September 30,
	2021		2020		2021		2020
Product revenue (including related party activity of $111 and $126 for the three months ended September 30, 2021 and 2020, respectively, and $354 and $398 for the nine months ended September 30, 2021 and 2020, respectively)	$	20,662	$	11,662	$	57,586	$	28,285
Service and other revenue (including related party activity of $17 and $26 for the three months ended September 30, 2021 and 2020, respectively, and $46 and $71 for the nine months ended September 30, 2021 and 2020, respectively)		5,898		6,552		17,955		18,631
Collaboration and license revenue		120		11,246		486		11,401
Grant revenue		1,009		1,929		4,242		1,929
Total revenue		27,689		31,389		80,269		60,246
Costs of goods sold:
Cost of product revenue (including related party activity of $295 and $39 for the three months ended September 30, 2021 and 2020, respectively, and $1,351 and $116 for the nine months ended September 30, 2021 and 2020, respectively)		8,639		6,387		24,233		17,989
Cost of service and other revenue (including related party activity of $16 and $0 for the three months ended September 30, 2021 and 2020, respectively, and $67 and $0 for the nine months ended September 30, 2021 and 2020, respectively)		3,806		2,896		10,569		8,125
Cost of collaboration and license revenue (including related party activity of $0 and $1,000 for the three months ended September 30, 2021 and 2020, respectively, and $0 and $1,000 for the nine months ended September 30, 2021 and 2020, respectively)		—		1,000		—		1,000
Total costs of goods sold, services, and licenses		12,445		10,283		34,802		27,114
Gross profit		15,244		21,106		45,467		33,132
Operating expenses:
Research and development (including related party activity of $454 and $95 for the three months ended September 30, 2021 and 2020, respectively, and $505 and $154 for the nine months ended September 30, 2021 and 2020, respectively)		6,807		5,377		20,244		13,957
Selling, general and administrative (including related party activity of $70 and $0 for the three months ended September 30, 2021 and 2020, respectively, and $93 and $23 for the nine months ended September 30, 2021 and 2020, respectively)		23,670		13,451		63,913		40,826
Total operating expenses		30,477		18,828		84,157		54,783
(Loss) income from operations		(15,233)		2,278		(38,690)		(21,651)
Interest expense, net		(90)		(160)		(418)		(107)
Other (expense) income, net		(305)		(26)		1,478		(204)
(Loss) income before income taxes		(15,628)		2,092		(37,630)		(21,962)
Income tax (expense) benefit		(33)		111		(32)		253
Net (loss) income	$	(15,661)	$	2,203	$	(37,662)	$	(21,709)
Net (loss) income per share, basic	$	(0.43)	$	0.07	$	(1.05)	$	(0.75)
Weighted-average common shares outstanding, basic		36,518,177		30,139,157		35,774,455		28,881,716
Net (loss) income per share, diluted	$	(0.43)	$	0.07	$	(1.05)	$	(0.75)
Weighted-average common shares outstanding, diluted		36,518,177		31,386,439		35,774,455		28,881,716

Three months ended March 31,

2018

2017

Product revenue (including related party activity of $93 and $83 for the three months ended March 31 2018 and 2017, respectively)

$
4,745

$
3,425

Service and other revenue (including related party activity of $39 and $41 for the three months ended March 31 2018 and 2017, respectively)

2,507

1,644

Collaboration and license revenue (including related party activity of $269 and $269 for the three months ended March 31 2018 and 2017, respectively)

269

269

Total revenue

7,521

5,338

Operating expenses:

Cost of product revenue (including related party activity of $76 and $56 for the three months ended March 31 2018 and 2017, respectively)

2,773

1,834

Cost of services and other revenue

1,576

1,144

Research and development

3,644

4,250

Selling, general and administrative

6,691

4,166

Total operating expenses

14,684

11,394

Loss from operations

(7,163
)
(6,056
)
Interest expense, net

(24
)
(255
)
Other expense, net

(15
)
(80
)
Net loss

$
(7,202
)
$
(6,391
)
Reconciliation of net loss to net loss attributable to common stockholders:

Net loss

$
(7,202
)
$
(6,391
)
Accretion of preferred stock to redemption value

—

(1,090
)
Accrued dividends on preferred stock

(16
)
Net loss attributable to common stockholders

$
(7,202
)
$
(7,497
)
Net loss per share attributable to common stockholders, basic and diluted

$
(0.33
)
$
(3.18
)
Weighted-average common shares outstanding, basic and diluted

21,788,605

2,357,503

See accompanying ~~notes.~~notes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income

(amounts in thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net (loss) income	$	(15,661)	$	2,203	$	(37,662)	$	(21,709)
Other comprehensive (loss) income:
Cumulative translation adjustment		(527)		760		(1,383)		887
Total other comprehensive (loss) income		(527)		760		(1,383)		887
Comprehensive (loss) income	$	(16,188)	$	2,963	$	(39,045)	$	(20,822)

See accompanying notes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Cash Flows

~~Three months ended March 31, 2018~~(amounts in thousands)

(Unaudited)


		Nine Months Ended September 30,
	2021		2020
Operating activities
Net loss	$	(37,662)	$	(21,709)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		3,566		3,187
Inventory step-up amortization		275		670
Credit loss expense on accounts receivable		286		—
Reduction in the carrying amounts of right-of-use assets		364		204
Stock-based compensation expense		11,044		6,970
Non-cash interest expense		65		65
Loss on disposal of fixed assets		—		120
Changes in operating assets and liabilities:
Accounts receivable		(1,556)		(15,360)
Prepaid expenses and other assets		(1,395)		(5)
Inventory		(8,431)		(3,505)
Other non-current assets		(3)		182
Accounts payable		(972)		(187)
Accrued compensation and benefits, other accrued expenses and other current liabilities		(2,737)		2,117
Contract acquisition costs		(123)		(99)
Operating lease liabilities		(902)		515
Other non-current liabilities		(108)		(177)
Deferred revenue		674		(1,007)
Net cash used in operating activities		(37,615)		(28,019)
Investing activities
Purchases of property and equipment		(11,163)		(2,149)
Proceeds from RADx grant on assets purchased		7,019		—
Net cash used in investing activities		(4,144)		(2,149)
Financing activities
Proceeds from stock options exercised		6,607		1,943
Sale of common stock in underwritten public offering, net		269,718		91,404
Proceeds from ESPP purchase		1,065		888
Payments on notes payable		(5,744)		(75)
Net cash provided by financing activities		271,646		94,160
Net increase in cash and cash equivalents		229,887		63,992
Effect of foreign currency exchange rate on cash		(66)		(11)
Cash, restricted cash, and cash equivalents at beginning of period		182,584		110,181
Cash, restricted cash, and cash equivalents at end of period	$	412,405	$	174,162
Supplemental cash flow information
Cash paid for interest	$	389	$	468
Purchases of property and equipment included in accounts payable and other accrued expenses	$	306	$	358
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	410,747	$	173,162
Restricted cash	$	1,658	$	1,000
Total cash, cash equivalents, and restricted cash	$	412,405	$	174,162

See accompanying notes

Table of Contents

Quanterix Corporation

Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity

(amounts in thousands, except share data)

(Unaudited)


						Accumulated
				Additional		other				Total
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’
	stock shares	stock value		capital		income (loss)		deficit		equity
Balance at June 30, 2021	36,454,369	$	37	$	734,170	$	1,578	$	(269,775)	$	466,010
Exercise of common stock options and vesting of restricted stock	107,951		—		1,138		—		—		1,138
ESPP stock purchase	11,812		—		546		—		—		546
Stock-based compensation expense	—		—		4,008		—		—		4,008
Cumulative translation adjustment	—		—		—		(527)		—		(527)
Net loss	—		—		—		—		(15,661)		(15,661)
Balance at September 30, 2021	36,574,132	$	37	$	739,862	$	1,051	$	(285,436)	$	455,514

						Accumulated
				Additional		other				Total
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’
	stock shares	stock value		capital		income (loss)		deficit		equity
Balance at June 30, 2020	28,381,280	$	28	$	351,188	$	(26)	$	(240,156)	$	111,034
Exercise of common stock options and vesting of restricted stock	130,302		1		831		—		—		832
Sale of common stock in underwritten public offering, net	3,048,774		3		91,401		—		—		91,404
ESPP stock purchase	23,153		—		448		—		—		448
Stock-based compensation expense	—		—		2,360		—		—		2,360
Cumulative translation adjustment	—		—		—		760		—		760
Net income	—		—		—		—		2,203		2,203
Balance at September 30, 2020	31,583,509	$	32	$	446,228	$	734	$	(237,953)	$	209,041

						Accumulated
				Additional		other				Total
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’
	stock shares	stock value		capital		income (loss)		deficit		equity
Balance at December 31, 2020	31,796,544	$	32	$	451,433	$	2,434	$	(247,774)	$	206,125
Exercise of common stock options, warrants, and vesting of restricted stock	641,409		1		6,606		—		—		6,607
Sale of common stock in underwritten public offering, net	4,107,142		4		269,714		—		—		269,718
ESPP stock purchase	29,037		—		1,065		—		—		1,065
Stock-based compensation expense	—		—		11,044		—		—		11,044
Cumulative translation adjustment	—		—		—		(1,383)		—		(1,383)
Net loss	—		—		—		—		(37,662)		(37,662)
Balance at September 30, 2021	36,574,132	$	37	$	739,862	$	1,051	$	(285,436)	$	455,514

						Accumulated
				Additional		other				Total
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’
	stock shares	stock value		capital		income (loss)		deficit		equity
Balance at December 31, 2019	28,112,201	$	28	$	345,027	$	(153)	$	(216,244)	$	128,658
Exercise of common stock options and vesting of restricted stock	376,688		1		1,942		—		—		1,943
Sale of common stock in underwritten public offering, net	3,048,774		3		91,401		—		—		91,404
ESPP stock purchase	45,846		—		888		—		—		888
Stock-based compensation expense	—		—		6,970		—		—		6,970
Cumulative translation adjustment	—		—		—		887		—		887
Net loss	—		—		—		—		(21,709)		(21,709)
Balance at September 30, 2020	31,583,509	$	32	$	446,228	$	734	$	(237,953)	$	209,041

Common
stock
shares

Common
stock
value

Additional
paid-in
capital

Accumulated
deficit

Total
stockholders’
equity

Balance at December 31, 2017

21,707,041

$
22

$
210,196

$
(144,352
)
$
65,866

Exercise of common stock warrants

16,718

—

—

—

—

Exercise of common stock options and vesting of restricted stock

99,523

—

84

—

84

Common stock issuance offering costs

—

—

(53
)
—

(53
)
Stock-based compensation expense

—

—

636

—

636

Net loss

—

—

—

(7,202
)
(7,202
)
Balance at March 31, 2018

21,823,282

$
22

$
210,863

$
(151,554
)
$
59,331

See accompanying ~~notes.~~notes

Table of Contents

Quanterix Corporation

~~Quanterix Corporation~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(amounts in thousands)~~

~~(Unaudited)~~

Three months ended
March 31,

2018

2017

Operating activities

Net loss

$
(7,202
)
$
(6,391
)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

272

104

Stock-based compensation expense

636

258

Non-cash interest expense

53

75

Change in fair value of preferred stock warrants

68

Changes in operating assets and liabilities:

Accounts receivable

1,148

264

Prepaid expenses and other assets

(923
)
(253
)
Inventory

(933
)
(165
)
Accounts payable

(677
)
(414
)
Accrued compensation and benefits, other accrued expenses and other liabilities

(1,904
)
411

Deferred revenue

(531
)
2,051

Net cash used in operating activities

(10,061
)
(3,992
)
Investing activities

Purchases of property and equipment

(448
)
(167
)
Acquisitions, net of cash acquired

(3,001
)
—

Net cash used in investing activities

(3,449
)
(167
)
Financing activities

Proceeds from sale of common stock, net of issuance costs

(53
)
—

Proceeds from exercise of stock warrants

—

1

Proceeds from stock options exercised

84

30

Proceeds from the issuance of notes payable and warrants, net of issuance costs

—

(59
)
Payments on notes payable

(972
)
(921
)
Net cash provided by financing activities

(941
)
(949
)
Net decrease in cash and cash equivalents

(14,451
)
(5,108
)
Cash and cash equivalents at beginning of period

79,682

29,671

Cash and cash equivalents at end of period

$
65,231

$
24,563

Supplemental cash flow information

Accretion of redeemable convertible preferred stock to redemption value

$
—

$
1,090

Cash paid for interest

$
181

$
190

Warrants issued to lenders

$
—

$
119

Purchases of property and equipment included in accounts payable

$
—

$
79

~~See accompanying notes.~~

~~Quanterix Corporation~~

Notes to ~~Condensed~~condensed consolidated financial statements

(Unaudited)

1. Organization and operations

Quanterix Corporation (Nasdaq: QTRX) (the Company) is a life sciences company that has developed a next generation, ultra-sensitive digital immunoassay ~~platform~~platforms that ~~advances~~advance precision health for life sciences research and diagnostics. The ~~Company’s platform enables~~Company's platforms are based on its proprietary digital "Simoa" detection technology. The Company's Simoa bead-based and planar array platforms enable customers to reliably detect protein biomarkers in extremely low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay ~~technologies. It~~technologies, and also ~~allows~~allow researchers to define and validate the function of novel protein biomarkers that are only present in very low concentrations and have been discovered using technologies such as mass spectrometry. These capabilities provide the ~~Company’s~~Company's customers with insight into the role of protein biomarkers in human health that has not been possible with other existing technologies and enable researchers to unlock unique insights into the continuum between health and disease. The Company is currently focusing ~~its platform~~ on protein detection, which it believes is an area of significant unmet need and iswhere it has significant competitive advantages. However, in addition to enabling new applications and insights in protein analysis, the Company’s Simoa platforms have also ~~developing its Simoa technology to detect~~demonstrated applicability across other testing applications, including detection of nucleic acids ~~in biological samples.~~and small molecules.

The Company ~~currently markets~~launched its first immunoassay platform, the Simoa HD-1 ~~Analyzer,~~(HD-1), in 2014. The HD-1 is a fully automated immunoassay bead-based platform with multiplexing and custom assay capability, and related assay test kits and consumable materials. ~~The~~In the fourth quarter of 2017, the Company launched a second bead-based immunoassay platform ~~(Quanterix SR-X) in the fourth quarter of 2017~~(SR-X) with a more compact footprint than the ~~Simoa~~ HD-1 ~~Analyzer~~ and less automation designed for lower volume requirements while still allowing multiplexing and custom assay capability. The Company initiated an early-access program for its third instrument (SP-X) on the new Simoa planar array platform in January 2019, with the full commercial launch commencing in April 2019. In July 2019, the Company launched the Simoa HD-X, an upgraded version of the HD-1 and phased out the HD-1. The HD-X has been designed to deliver significant productivity and operational efficiency improvements, as well as greater user flexibility. The Company began shipping and installing HD-X instruments at customer locations in the third quarter of 2019. The Company also performs research services on behalf of customers to apply the Simoa technology to specific customer needs. The ~~Company’s primary~~Company's customers are primarily in the research use only market, which includes academic and governmental research institutions, the research and development laboratories of pharmaceutical manufacturers, contract research organizations, and specialty research laboratories.

The Company acquired Aushon Biosystems, Inc. (Aushon) ~~and will market and sell~~in January 2018. With the acquisition of Aushon, ~~developed instruments and biomarker assays. In addition,~~ the Company ~~plans to utilize the Aushon CLIA-certified~~acquired a CLIA certified laboratory, ~~to enhance the research service offering to customers.~~

~~Initial Public Offering~~

~~In December 2017,~~as well as Aushon's proprietary sensitive planar array detection technology. Leveraging its proprietary sophisticated Simoa image analysis and data analysis algorithms, the Company further refined this planar array technology to develop the SP-X instrument to provide the same Simoa sensitivity found in its bead-based platform.

The Company completed ~~its initial~~the acquisition of UmanDiagnostics AB (Uman), a Swedish company located in Umea, Sweden, in August 2019. Uman supplies neurofilament light (Nf-L) antibodies and ELISA kits, which are widely recognized by researchers and biopharmaceutical and diagnostics companies world-wide as the premier solution for the detection of Nf-L to advance the development of therapeutics and diagnostics for neurodegenerative conditions. With the acquisition of Uman, the Company has secured a long-term source of supply for a critical technology.

Underwritten public offerings

On August 6, 2020, the Company entered into an underwriting agreement with SVB Leerink LLC (Leerink) and Cowen and Company, LLC (Cowen), as representatives of the several underwriters, relating to an underwritten public offering ~~(IPO) in which the Company sold 4,916,480~~of approximately 3.0 million shares of ~~its~~the Company’s common stock, ~~at the initial public offering price of $15.00~~par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $97.6 million. The Company incurred $6.2 million in issuance costs associated with the underwritten public offering, resulting in net proceeds to the Company of $91.4 million.

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On February 3, 2021, the Company entered into an underwriting agreement with Goldman Sachs & Co. LLC, Leerink, and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of approximately 4.1 million shares of the Company’s common stock, ~~began trading on~~par value $0.001 per share. The ~~Nasdaq Global Market on December 7, 2017.~~underwritten public offering resulted in gross proceeds of $287.5 million. The ~~aggregate~~Company incurred $17.8 million in issuance costs associated with the underwritten public offering, resulting in net proceeds ~~received from the IPO, net of underwriting discounts and commissions and offering expenses, was $65.6 million. Immediately prior~~ to the ~~completion~~Company of the IPO, all then outstanding shares of convertible preferred stock were converted into 14,185,744 shares of common stock. The related carrying value of shares of preferred stock and warrants in the aggregate amount of $143.3 million was reclassified as common stock and additional paid-in capital. Additionally, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, effective December 11, 2017 to, among other things, change the authorized number of shares of common stock to 120,000,000 and the authorized number of shares of preferred stock to 5,000,000.$269.7 million.

Basis of ~~Presentation~~presentation

The interim condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of ~~our~~the Company’s management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, comprehensive loss and cash flows for each period presented and have been prepared in accordance with United States generally accepted accounting principles ~~(“GAAP”)~~(U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in ~~our 2017 Annual Report on Form 10-K. The consolidated financial information as of December 31, 2017 has been derived from~~ the ~~audited 2017 consolidated financial statements included in our 2017~~Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the ~~Securities and Exchange Commission~~SEC on March ~~19, 2018.~~5, 2021 (the 2020 Annual Report on Form 10-K).

~~Reverse Stock Split~~

On December 4, 2017, the Company effected a reverse stock split of its common stock at a ratio of 1-for-3.214. The shares of common stock subject to then outstanding stock options were adjusted accordingly to reflect the reverse stock split. All common stock and related per share amounts presented in these financial statements and related notes have been retroactively adjusted to reflect the 1-for-3.214 reverse stock split.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

2. Significant accounting policies

Principles of consolidation

The condensed consolidated financial statements ~~have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and~~ include the accounts of Quanterix Corporation and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. In making those estimates and assumptions, the Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. The Company’s significant estimates included in the preparation of the consolidated financial statements are related to revenue recognition, fair value of ~~equity instruments, fair value of~~ assets acquired and liabilities assumed in acquisitions, and valuation ~~allowances recorded against deferred tax assets, and stock-based compensation.~~of inventory. Actual results could differ from those estimates.

Income taxes

~~Business Combinations~~

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the ~~acquisition method of accounting,~~consolidated financial statement carrying amounts and the ~~Company allocates the fair value~~tax bases of the ~~total consideration transferred to the tangible and identifiable intangible~~ assets ~~acquired~~ and liabilities ~~assumed~~using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on ~~their estimated fair values on~~ the ~~date~~weight of ~~acquisition. The fair values assigned, defined as~~ the ~~price~~available evidence, it is more likely than not that ~~would~~some or all of the deferred tax assets will not be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.realized.

The Company typically uses the discounted cash flow method to value acquired intangible assets. This method requires significant management judgment to forecast future operating results and establish residual growth rates and discount factors. The estimates used to value and amortize intangible assets are consistentaccounts for uncertain tax positions in accordance with the ~~plans and estimates~~provisions of Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740). When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that ~~are used~~the benefit will more likely than not be realized. The determination as to ~~manage~~whether the ~~business and are~~tax benefit will more likely than not be realized is based ~~on available historical information and industry estimates and averages. If~~upon the ~~subsequent actual results and updated projections~~technical merits of the ~~underlying business activity change compared with~~tax position as well as consideration of the ~~assumptions~~available facts and ~~projections used to develop these values,~~circumstances. As of September 30, 2021, the Company ~~could experience impairment charges. In addition,~~did not have any significant uncertain tax positions.

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Restricted cash

Restricted cash primarily represents collateral for a letter of credit issued as security for the lease for the Company’s headquarters in Billerica, Massachusetts, and to secure the Company’s corporate credit card program. The restricted cash is long term in nature as the Company ~~has estimated~~will not have access to the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.funds until more than one year from September 30, 2021.

Recent accounting pronouncements

The Company is considered to be an “emerging growth company” (EGC) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an ~~emerging growth company~~EGC can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an ~~emerging growth company~~EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. ~~The Company has elected to avail itself~~Since the market value of ~~this extended transition period and,~~the Company’s common stock that was held by non-affiliates exceeded $700 million as ~~a result,~~of June 30, 2021, the Company will ~~not~~cease to be an EGC as of December 31, 2021. As a result, starting in 2022, the Company will be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public ~~companies so long as~~companies.

Recently Adopted

In June 2016, the Financial Accounting Standards Board (FASB) established Topic 326, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 326) by issuing Accounting Standards Update (ASU) No. 2016-13(ASU 2016-13), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The Company ~~remains an emerging growth company.~~early adopted ASU 2016-13 on January 1, 2021 using the modified retrospective approach. The Company’s consolidated financial statements for prior-year periods have not been revised and are reflective of the credit loss requirements which were in effect for that period. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

In ~~May 2014,~~August 2018, the FASB issued ASU No. ~~2014-09,~~2018-15, ~~Revenue from Contracts with Customers (Topic 606)~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). (ASU 2014-09). The FASB has issued several updates to the standard which (i) clarify the application of the principal versus agent guidance; (ii) clarify the guidance relating to performance obligations and licensing; (iii) clarify assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts at transaction; and (iv) clarify narrow aspects of ASC 606 or corrects unintended application of the guidance (collectively, the Revenue ASUs). The Revenue ASUs provide an accounting standard for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 also impacts certain other areas, such asThis ASU addresses the accounting for implementation, setup and other upfront costs paid by a customer in a cloud computing or hosting arrangement. The guidance aligns the accounting treatment of these costs incurred in a hosting arrangement treated as a service contract with the requirements for capitalization and amortization costs to develop or obtain ~~or fulfill a contract. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.~~

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~2. Significant accounting policies (continued)~~

The accounting standard is effective for the Company for the year ended December 31, 2019 and for interim periods within such year. Early adoption is permitted. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method).internal-use software. The Company does not currently intend to early adopt the provisions of this accounting standard and currently intend to adopt the standard effective January 1, 2019. The Company is in the process of determining which adoption method will be utilized and assessing the effect of this accounting standard. The Company’s performance under the bioMérieux arrangement is not expected to be completed prior to the anticipated date of adoptionadopted ASU 2018-15 on January 1, ~~2019, and~~2021 using the ~~revenue recognition for this contract may be affected by Topic 606.~~prospective method. The ~~Company cannot predict at this time whether performance obligations under~~adoption of ASU 2018-15 did not have a material impact on the ~~arrangement with a diagnostic company will remain open at January 1, 2019.~~Company’s consolidated financial statements.

In ~~February 2016,~~December 2019, the FASB issued ASU No. ~~2016-02, Leases (Topic 842):~~2019-12, ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~Simplifying the Accounting for Income Taxes (ASU ~~2016-02)~~2019-12), which is intended to simplify various areas related to ASC 740, Income Taxes (ASC 740). ~~Under~~ ASU ~~2016-02, lessees will be required to recognize~~2019-12 removes certain exceptions for performing intra period tax allocations and calculating income taxes in interim periods. The guidance also simplifies the accounting for transactions that result in a lease liability and a right-of-use asset for all leases (with the exception of short term leases) at the commencement date. Lessor accounting under ASU 2016-02 is largely unchanged. ASU 2016-02 is effective for the Company for the year ending December 31, 2020. Early adoption is permitted. Under ASU 2016-02, lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presentedstep-up in the ~~financial statements. Lessees~~tax basis of goodwill and ~~lessors may not apply a full retrospective transition approach.~~the effect of enacted changes in tax laws or rates in interim periods. The Company ~~is currently evaluating the requirements~~early adopted ASU 2019-12 on January 1, 2021. The adoption of ASU ~~2016-02 and has~~2019-12 did not ~~yet determined whether adoption of the standard will~~ have a material impact on ~~its~~the Company’s consolidated financial statements.

There have been no other material changes to the significant accounting policies and recent accounting pronouncements previously disclosed in the ~~2017~~2020 Annual Report on Form 10-K.

3. Revenue recognition

The Company recognizes revenue when ~~(1) persuasive evidence~~a customer obtains control of a promised good or service. The amount of revenue recognized reflects consideration that the Company expects to be entitled to receive in exchange for these

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goods and services, incentives and taxes collected from customers that are subsequently remitted to governmental authorities.

Customers

The Company’s customers primarily consist of entities engaged in the life sciences research market that pursue the discovery and development of new drugs for a variety of neurologic, cardiovascular, oncologic and other protein biomarkers associated with diseases. The Company’s customer base includes several of the largest biopharmaceutical companies, academic research organizations and distributors who serve certain geographic markets.

Product revenue

The Company’s products are composed of analyzer instruments, assay kits and other consumables such as reagents. Products are sold directly to biopharmaceutical and academic research organizations or are sold through distributors in EMEA and Asia Pacific regions. The sales of instruments are generally accompanied by an ~~arrangement exists, (2) shipment~~initial year of implied service-type warranties and may be bundled with assays and other consumables and may also include other items such as training and installation ~~if applicable, has occurred or services have been rendered, (3) the price to the customer is fixed or determinable and (4) collection~~ of the ~~related receivable is reasonably assured. The Company primarily generates revenue~~instrument and/or an extended service warranty. Revenues from the sale of products are recognized at a point in time when the Company transfers control of the product to the customer, which is upon installation for instruments sold to direct customers, and ~~delivery~~based upon shipping terms for assay kits and other consumables. Revenue for instruments sold to distributors is generally recognized based upon shipping terms (either upon shipment or delivery).

Service and other revenue

Service revenues are composed of contract research services, initial implied one-year service-type warranties, extended services contracts and other services such as training. Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts. Revenues from contract research services are recognized at a point in time when the Company completes and delivers its research report on each individually completed study, or over time if the contractual provisions allow for the collection of transaction consideration for costs incurred plus a reasonable margin through the period of performance of the services. Revenues from service-type warranties are recognized ratably over the contract service period. For contract research services recognized over time, the Company uses the output method to measure the progress toward the complete satisfaction of the performance obligations. Revenues from other services are immaterial.

Collaboration and license revenue

The Company may enter into agreements to license the intellectual property and know-how associated with its instruments and certain antibodies in exchange for license fees and future royalties (as described below). The license agreements provide the licensee with a right to use the intellectual property with the license fee revenues recognized at a point in time as the underlying license is considered functional intellectual property.

Payment terms

The Company’s payment terms vary by the type and location of the customer and the products or services offered. Payment from customers is generally required in a term ranging from 30 to 45 days from date of shipment or satisfaction of the performance obligation. The Company does not provide financing arrangements to its customers.

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Disaggregated revenue

When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. The following tables disaggregate the Company's revenue from contracts with customers by revenue type (in thousands):


	Three Months Ended								Nine Months Ended
	September 30, 2021								September 30, 2021
	NA		EMEA		Asia Pacific		Total		NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	3,492	$	1,644	$	1,338	$	6,474	$	9,370	$	6,107	$	3,796	$	19,273
Consumable and other products		8,915		4,483		790		14,188		24,638		11,227		2,448		38,313
Totals	$	12,407	$	6,127	$	2,128	$	20,662	$	34,008	$	17,334	$	6,244	$	57,586

Service and other revenues
Service-type warranties	$	1,112	$	556	$	66	$	1,734	$	3,181	$	1,452	$	179	$	4,812
Research services		2,998		604		50		3,652		9,285		2,095		89		11,469
Other services		465		47		—		512		1,271		403		—		1,674
Totals	$	4,575	$	1,207	$	116	$	5,898	$	13,737	$	3,950	$	268	$	17,955

Collaboration and license revenue
Collaboration and license revenue	$	73	$	47	$	—	$	120	$	301	$	185	$	—	$	486
Totals	$	73	$	47	$	—	$	120	$	301	$	185	$	—	$	486


	Three Months Ended								Nine Months Ended
	September 30, 2020								September 30, 2020
	NA		EMEA		Asia Pacific		Total		NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	2,587	$	1,332	$	570	$	4,489	$	5,560	$	3,067	$	2,314	$	10,941
Consumable and other products		4,108		2,523		542		7,173		8,766		7,124		1,454		17,344
Totals	$	6,695	$	3,855	$	1,112	$	11,662	$	14,326	$	10,191	$	3,768	$	28,285

Service and other revenues
Service-type warranties	$	811	$	372	$	50	$	1,233	$	2,290	$	1,136	$	161	$	3,587
Research services		4,083		762		64		4,909		12,144		1,357		677		14,178
Other services		247		143		20		410		553		270		43		866
Totals	$	5,141	$	1,277	$	134	$	6,552	$	14,987	$	2,763	$	881	$	18,631

Collaboration and license revenue
Collaboration and license revenue	$	11,244	$	2	$	—	$	11,246	$	11,388	$	13	$	—	$	11,401
Totals	$	11,244	$	2	$	—	$	11,246	$	11,388	$	13	$	—	$	11,401

The Company’s contracts with customers may include promises to transfer multiple products and services to a customer. The Company combines any performance obligations that are immaterial with one or more other performance obligations that are material to the contract. For arrangements with multiple performance obligations, the Company allocates the contract transaction price, including discounts, to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling prices based on prices charged to customers in observable transactions and uses a range of amounts to estimate standalone selling prices for each performance obligation. The

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Company may have more than one range of standalone selling price for certain products and services based on the pricing for different customer classes.

Variable consideration in the Company’s contracts primarily relates to (i) sales- and usage-based royalties related to the license of intellectual property in collaboration and license contracts and (ii) certain non-fixed fee research services contracts. ASC 606 provides for an exception to estimating the variable consideration for sales- and usage-based royalties related to the license of intellectual property, such that the sales- and usage-based royalty will be recognized in the period the underlying transaction occurs. The Company recognizes revenue from sales- and usage-based royalty revenue at the later of when the sale or usage occurs and the satisfaction or partial satisfaction of the performance obligation to which the royalty has been allocated.

The aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied or are partially satisfied as of September 30, 2021 and 2020 is $6.7 million and $4.2 million, respectively. As of September 30, 2021, of the performance obligations not yet satisfied or partially satisfied, $5.7 million is expected to be recognized as revenue in the next 12 months, with the remainder to be recognized within the 24 months thereafter. The $5.7 million at September 30, 2021 principally consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services, as well as ~~under license and collaboration agreements.~~ $0.5 million related to undelivered licenses of intellectual property for a diagnostics company (see Note 13).

Changes in deferred revenue from contracts with customers were as follows (in thousands):


	Nine Months Ended September 30, 2021
Balance at December 31, 2020	$	5,998
Deferral of revenue		5,486
Recognition of deferred revenue		(4,812)
Balance at September 30, 2021	$	6,672

Costs to obtain a contract

The Company’s ~~product revenue includes~~sales commissions are generally based on revenues of the ~~sale of instruments~~Company. The Company has determined that certain commissions paid under its sales incentive programs meet the requirements to be capitalized as ~~well as assay kits~~they are incremental and ~~consumables which are used to perform tests on the instrument.~~would not have occurred absent a customer contract. The ~~Company’s service revenue is generated from services performed~~change in the ~~Company’s Simoa Accelerator Lab under contracts~~balance of costs to ~~perform research services on behalf of customers and maintenance and support services.~~

~~Product revenue~~

Revenue for instrument sales is recognized upon installation at the customer’s location or upon transfer of title to the customer when installation is not required, which is generally the case with sales to distributors. In sales to end-customers, the Company provides the installation service and often payment is tied to the completion of the installation service. When installation is required, the Company accounts for the instrument and installation service as one unit of accounting and recognizes revenue when installation is completed, assuming all other revenue recognition criteria are met. Instrument transactions often have multiple elements, as discussed below. Included with the purchase of an instrument isobtain a one-year assurance type product warranty assuring that the instrument is free of material defects and will function according to specifications. In addition, the sale of an instrument includes an implied warranty which is promised to the customer during the pre-sales process, at the time that the sales quote is issued to the customer. The implied warranty is provided over the same one-year period as the standard warranty. The services included in the implied warranty are the same as those included in the extended service contracts, and include two bi-annual preventative maintenance service visits, minor hardware updates and software upgrades, additional training and troubleshooting which is beyond the scope of the standard product warranty. The implied warranty has been identified by the Company as a separate deliverable and unit of accounting. Consideration allocated to the implied one year service type warranty is recognized over the one year period of performance as service and other revenue as described below. Consideration allocated to any other elements is recognized as the goods are delivered or the services are performed.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~3. Revenue recognition (continued)~~

~~Service and other revenue~~

Service revenue includes revenue from the implied one-year service type warranty obligation, revenue from extended service contracts, research services performed on behalf of a customer in the Company’s Simoa Accelerator Lab, and other services that may be performed. Revenue for the implied one-year service type warranty is initially deferred at the time of instrument revenue recognition and is recognized ratably over a 12-month period starting on the date of instrument installation. Revenue for extended warranty contracts is recognized ratably over the service period. Revenue for research and development services and other services is generally recognized based on proportional performance of the contract when the Company’s ability to complete project requirements is reasonably assured. Most of these services are completed in a short period of time from the receipt of the customer’s order. When significant risk exists in the Company’s ability to fulfill project requirements, revenue is recognized upon completion of the contract.

~~Collaboration and license revenue~~

Collaboration and license revenue relates to the Joint Development and License Agreement (JDLA) with bioMérieux SA (bioMérieux) as amended and restated in December 2016 by the Amended and Restated License Agreement (the 2016 Amendment) and the agreements with a diagnostics company. Refer to Note 11 of the 2017 Annual Report on Form 10-K for a description of these arrangements and the Company’s revenue recognition policies for these agreements.

~~Multiple element arrangements~~

Many of our instrument sales involve the delivery of multiple products and services. The elements of an instrument sale typically include the instrument installation (when required), an implied one year service type warranty, and in some cases the Company may also sell assays, consumables, or other services. Revenue recognition for contracts with multiple deliverables is based on the individual units of accounting determined to exist in the contract. A delivered item is considered a separate unit of accounting when the delivered item has value to the customer on a stand-alone basis. Items are considered to have stand-alone value when they are sold separately by any vendor or when the customer could resell the item on a stand-alone basis.

The consideration received is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria are applied to each of the separate units. The Company determines the estimated selling price for deliverables within the arrangement using vendor-specific objective evidence (VSOE) of selling price, if available. If VSOE is not available, the Company considers if third-party evidence is available. If third-party evidence of selling price or VSOE is not available, the Company uses its best estimate of selling price for the deliverable.

In order to establish VSOE of selling price, the Company must regularly sell the product or service on a standalone basis with a substantial majority priced within a relatively narrow range. If there are not a sufficient number of standalone sales such that VSOE of selling price cannot be determined, then the Company considers whether third party evidence can be used to establish selling price. Due to the lack of similar products and services sold by other companies within the industry, the Company has not established selling price using third-party evidence.

For product and service sales, the Company determines its best estimate of selling price for instruments, consumables, services and assays using average selling prices over a rolling 12-month period coupled with an assessment of market conditions, as VSOE and third-party evidence cannot be established. The Company recognizes revenue for delivered elements only when it determines there are no uncertainties regarding customer acceptance.

~~Distributor transactions~~

In certain markets, the Company sells products and provides services to customers through distributors that specialize in life sciences products. In cases where the product is delivered to a distributor, revenue recognition generally occurs when title transfers to the distributor. The terms of sales transactions through distributors are generally consistent with the terms of direct sales to customers, except the distributors do not require the Company’s services to install the instrument at the end customer and perform the services for the customer that are beyond our standard warranty in the first year following the sale. These transactions are accounted for in accordance with the Company’s revenue recognition policy described herein.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~3. Revenue recognition (continued)~~

~~Segment Information~~

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker reviews the Company’s operations and manages its business as a single operating segment.

~~Net revenue by product and service line~~ are as follows (in thousands):

Three months ended March 31,

2018

2017

Product revenue

Instrument and accessories

$
2,009

$
1,786

Consumable and other product

2,736

1,639

Total

$
4,745

$
3,425

Service and other revenue

Accelerator and CLIA Lab services

$
1,607

$
1,052

Other services

900

592

Total

$
2,507

$
1,644


	Nine Months Ended September 30, 2021
Balance at December 31, 2020	$	248
Deferral of costs to obtain a contract		558
Recognition of costs to obtain a contract		(435)
Balance at September 30, 2021	$	371

The Company has classified the balance of capitalized costs to obtain a contract as a component of prepaid expenses and other current assets and classifies the expense as a component of cost of goods sold and selling, general, and administrative expense over the estimated life of the contract. The Company considers potential impairment in these amounts each period.

ASC 606 provides entities with certain practical expedients and accounting policy elections to minimize the cost and burden of adoption.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

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The Company will exclude from its transaction price any amounts collected from customers related to sales and other similar taxes.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. The Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of September 30, 2021 and 2020, respectively.

The Company has elected to account for the shipping and handling as an activity to fulfill the promise to transfer the product, and therefore will not evaluate whether shipping and handling activities are promised services to its customers.

Grant revenue

The Company recognizes grant revenue as it performs services under the arrangement when the funding is committed. Revenues and related research and development expenses are presented gross in the consolidated statements of operations as the Company has determined it is the primary obligor under the arrangement relative to the research and development services.

Accounting for grants does not fall under ASC 606, as the grantor will not benefit directly from the Company’s expansion or product development. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company has accounted for grants by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance (IAS 20).

Grants to the Company contain both monetary amounts granted related to assets and monetary amounts granted related to income, which are grants other than those related to assets. The grants related to assets are for the expansion and increase of manufacturing capacity. The grants related to income are for additional research and development, as well as other non-asset related scale up costs.

Under IAS 20, grants related to assets shall be presented in the consolidated balance sheets either by recognizing the grant as deferred income (which is recognized in the consolidated statements of operations on a systematic basis over the useful life of the asset), or by deducting the grant in calculating the carrying amount of the asset (which is recognized in the consolidated statements of operations over the life of the depreciable asset as a reduced depreciation expense). Both methods are acceptable under IAS 20. The Company has elected to record grants related to assets as a deduction in calculating the carrying value of the asset.

Under IAS 20, grants related to income are presented as part of the consolidated statements of operations, either separately or under a general heading. Both methods are acceptable under IAS 20. The Company has elected to record grants related to income separately on the consolidated statements of operations as grant revenue. The related expenses are recorded within operating expenses.

On June 22, 2020, the Company entered into a workplan 1 award (WP1) with the National Institute of Health (NIH), under the Rapid Acceleration of Diagnostics (RADx) program to assess the feasibility of a novel SARS-CoV-2 antigen detection test using the Company’s Simoa technology. WP1 was complete as of December 31, 2020.

On September 29, 2020, the Company entered into a workplan 2 award (WP2) with the NIH under its RADx program. WP2, which has a total award value of $18.2 million, accelerates the continued development, scale-up, and deployment of the novel SARS-CoV-2 antigen detection test using the Company’s Simoa technology. The contract provides funding to expand assay kit manufacturing capacity and commercial deployment readiness. Release of the $18.2 million of funding under WP2 is based on the achievement of certain milestones, and there is no assurance that the Company can meet all the milestones on a timely basis, if at all. If the Company does not meet all of the milestones, it will not be able access the full $18.2 million in funding under the contract. During the nine months ended September 30,

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2021 the Company recognized $4.2 million in grant revenue and incurred $3.4 million in research and development expense related to WP2.

The following table ~~reflects total revenue~~summarizes the activity under WP2 from inception of the award as of September 30, 2021 and December 31, 2020 (in thousands) by geography and as a percentage of total revenue, based on the billing address of our customers. North America consists of the United States, Canada and Mexico; EMEA consists of Europe, Middle East, and Africa; and Asia Pacific includes Japan, China, South Korea, Singapore, Malaysia and Australia.:

Three months ended March 31,

2018

2017

North America

$
4,468

59
%
$
3,114

58
%
EMEA

2,475

33
%

1,652

31
%
Asia Pacific

578

8
%

572

11
%
Total

$
7,521

100
%
$
5,338

100
%


	September 30, 2021		December 31, 2020

Total grant revenue from research and development activities	$	8,604	$	4,362
Total proceeds used for assets		7,773		826
Total deferred proceeds for assets		—		2,478
Total deferred grant revenue		975		304
Total recognized	$	17,352	$	7,970

Total recognized	$	17,352	$	7,970
Total amount accrued		(1,063)		(2,968)
Total cash received	$	16,289	$	5,002

Total proceeds received	$	16,289	$	5,002
Total proceeds reasonably assured		1,911		13,198
Total WP2 grant amount	$	18,200	$	18,200

4. Net ~~loss~~(loss) income per share

A reconciliation of basic and diluted shares is as follows (in thousands, except share and per share data):

~~Basic net loss per~~


	Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
Net (loss) income	$	(15,661)	$	2,203	$	(37,662)	$	(21,709)
Basic weighted average common shares outstanding		36,518,177		30,139,157		35,774,455		28,881,716
Weighted average common equivalent shares		—		1,247,282		—		—
Diluted weighted average common shares outstanding		36,518,177		31,386,439		35,774,455		28,881,716
Basic net (loss) income per share	$	(0.43)	$	0.07	$	(1.05)	$	(0.75)
Diluted net (loss) income per share	$	(0.43)	$	0.07	$	(1.05)	$	(0.75)

The following common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, preferred stock, unvested restricted common stock and stock options are considered to be potentially dilutive securities, but areequivalents have been excluded from the calculation of diluted net ~~loss~~(loss) income per share ~~because~~as their effect would be ~~anti-dilutive and therefore basic and diluted net loss per share were the same for all periods presented.~~anti-dilutive:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021	2020	2021	2020
Unvested restricted common stock and restricted stock units	607,118	1,260	607,118	453,212
Outstanding stock options	2,244,295	100,735	2,244,295	2,633,486
Outstanding common stock warrants	—	—	—	10,000
Total	2,851,413	101,995	2,851,413	3,096,698

Table of Contents

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~4. Net loss per share (continued)~~

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares):

Three months ended March 31,

2018

2017

Redeemable convertible preferred stock

—

13,518,307

Unvested restricted common stock and restricted stock units

153,428

318,523

Outstanding stock options

2,450,846

1,887,542

Outstanding warrants

76,041

120,663

Total

2,680,315

15,845,035

As of March 31, 2018 and 2017, the Company had an obligation to issue warrants to purchase an additional 93,341 shares of common stock and 300,000 shares of Series A-3 Preferred Stock, respectively, to a vendor if a contract is terminated prior to a minimum purchase commitment being met. Upon completion of the IPO in December 2017, the warrants to purchase shares of Preferred Stock were converted to warrants to purchase shares of common stock at a 1-for-3.214 basis. No amounts are presented in the table above for this obligation to issue a warrant as the issuance of the warrant is not considered probable.

The Company’s redeemable convertible preferred stock was entitled to receive dividends based on dividends declared to common stockholders, thereby giving the preferred stockholders the right to participate in undistributed earnings of the Company above the stated dividend rate. However, preferred stockholders did not have a contractual obligation to share in the net losses of the Company. The Company operated in a net loss position for the three months ended March 31, 2017 and, therefore the Company’s accounting for basic and diluted earnings per share was unaffected by the participation rights of the preferred stockholders. The shares of preferred stock outstanding at March 31, 2017 were converted to shares of common stock at the time of the IPO on a 1-for-3.214 basis.

5. Fair value of financial instruments

~~ASC Topic 820,~~ ~~Fair Value Measurement~~ (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

~~Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

~~Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and~~

~~Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.~~

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~5. Fair value of financial instruments (continued)~~

The carrying amount reflected on the balance sheets for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximated their fair values, due to the short-term nature of these instruments. The carrying value of the long-term debt approximates its fair value as the debt arrangement is based on interest rates the Company believes it could obtain for borrowings with similar terms. The Company has an investment in the preferred stock of a privately held company which is recorded within other non-current assets on a cost basis. This cost method investment’s fair value has not been estimated as there are no identified events or changes in circumstances that would indicate a significant adverse effect on the fair value of the investment and to do so would be impractical.

Fair value measurements as of ~~March 31, 2018~~September 30, 2021 are as follows (in thousands):


			Quoted prices				Significant
			in active		Significant other		unobservable
			markets		observable		inputs
Description	Total		(Level 1)		inputs (Level 2)		(Level 3)
Financial assets
Cash equivalents	$	162,083	$	162,083	$	—	$	—
	$	162,083	$	162,083	$	—	$	—

Description

Total

Quoted
prices
in active
markets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

(unaudited)

Financial assets

Cash equivalents

$
64,006

$
64,006

$
—

$
—

Total

$
64,006

$
64,006

$
—

$
—

Fair value measurements as of December 31, ~~2017~~2020 are as follows (in thousands):


			Quoted prices				Significant
			in active		Significant other		unobservable
			markets		observable		inputs
Description	Total		(Level 1)		inputs (Level 2)		(Level 3)
Financial assets
Cash equivalents	$	162,048	$	162,048	$	—	$	—
	$	162,048	$	162,048	$	—	$	—

Description

Total

Quoted
prices
in active
markets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Financial assets

Cash equivalents

$
78,182

$
78,182

$
—

$
—

Total

$
78,182

$
78,182

$
—

$
—

6. Inventory

Inventory consists of the following (in thousands):


	September 30,		December 31,
	2021		2020
Raw materials	$	9,025	$	5,265
Work in process		4,243		3,306
Finished goods		9,526		6,285
Total	$	22,794	$	14,856

March 31,
2018

December 31,
2017

Raw materials

$
2,240

$
1,032

Work in process

1,431

968

Finished goods

1,661

1,571

Total

$
5,332

$
3,571

Inventory comprises commercial instruments, assays, and the materials required to manufacture limited instruments and assays.

7. ~~Investments~~Allowance for Credit Losses

The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

~~During~~Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the ~~third quarter~~Company’s analysis of ~~2016,~~their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country, and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company ~~purchased a minority interest in preferred stock in a privately held company for $0.3 million. The investment is recorded~~monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectable after all collection efforts have been exhausted.

Table of Contents

The following table provides a roll-forward of the allowance for credit losses for the nine months ended September 30, 2021 that is deducted from the amortized cost basis ~~in other non-current assets on~~of accounts receivable to present the ~~accompanying balance sheets as the Company does not have a controlling interest, does not have the ability~~net amount expected to exercise significant influence over the privately held company and the fair value of this equity investment is not readily determinable. The Company performs an impairments analysis at each reporting period to determine if the carrying value must be reduced due to a decrease in the value of the investment, which includes consideration of whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. The Company has determined there was no impairment during the three months ended March 31, 2018 or in any prior period.collected (in thousands):


Balance at January 1, 2021	$	370
Credit loss expense		286
Write-offs charged against allowances		(11)
Balance at September 30, 2021	$	645

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

8. Other accrued expenses

Other accrued expenses consist of the following (in thousands):


	September 30,		December 31,
	2021		2020
Accrued inventory purchases	$	763	$	527
Accrued property and equipment purchases		306		670
Accrued royalties		664		1,845
Accrued professional services		2,202		797
Accrued development costs		356		323
Accrued other		1,584		683
Total accrued expenses	$	5,875	$	4,845

March 31,
2018

December 31,
2017

Accrued inventory

$
316

$
835

Accrued royalties

236

221

Accrued professional services

408

346

Accrued development costs

1,350

1,559

Accrued acquisition payment

800

—

Accrued other

470

599

Total accrued expenses

$
3,580

$
3,560

~~9. Redeemable convertible preferred stock~~

The Company has authorized preferred stock amounting to 5,000,000 shares as of March 31, 2018 and December 31, 2017. The authorized preferred stock was classified under stockholders’ equity at March 31, 2018 and December 31, 2017.

Prior to the IPO in December 2017, the Company had classes of preferred stock outstanding. These shares of preferred stock were converted to shares of common stock at the time of the IPO on 1-for-3.214 shares basis. The reconciliation of net loss attributable to common shareholders in the consolidated statement of operations for the three months ended March 31, 2017 includes an adjustment for accretion of preferred stock to redemption value.

~~10. Warrants, stock-based compensation, stock options, restricted stock and restricted stock units~~

~~Warrants~~

During the three months ended March 31, 2018 the Company issued warrants to purchase common stock to a consultant providing services for the Company. Additionally, during the three months ended March 31, 2018, warrants were exercised by a holder on a net, non-cash, basis. A summary of warrant activity is as follows:

Shares

Weighted average
exercise price

Warrants outstanding as of December 31, 2017

86,090

9.14

Granted

10,000

Exercised

(20,049
)

Warrants outstanding as of March 31, 2018

76,041

12.23

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~10. Warrants, stock-based compensation, stock options, restricted stock and restricted stock units continued)~~

9. Stock-based compensation

~~Share-based~~Stock-based compensation expense for all stock awards consists of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of product revenue	$	96	$	54	$	282	$	139
Cost of service and other revenue		115		84		347		232
Research and development		440		289		1,248		820
Selling, general, and administrative		3,357		1,933		9,167		5,779
Total	$	4,008	$	2,360	$	11,044	$	6,970

Three months ended March 31,

2018

2017

Cost of product revenue

$
10

$
5

Cost of service and other revenue

32

6

Research and development

71

21

General and administrative

523

226

Total

$
636

$
258

As of March 31, 2018, under the 2007 Stock Option and Grant Plan (the 2007 Plan), options to purchase 2,200,084 shares of our common stock were outstanding, 621,597 shares of our common stock had been issued and were outstanding pursuant to the exercise of options, 1,128,975 shares of our common stock had been issued and were outstanding pursuant to restricted or unrestricted stock awards, and no shares of our common stock were available for future awards. In connection with the completion of the IPO, the Company terminated the 2007 Plan.

In December 2017, the Company adopted the 2017 Employee, Director and Consultant Equity Incentive Plan (the 2017 Plan), under which it may grant incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards. As of December 31, 2017, the 2017 Plan allowed for the issuance of up to 1,042,314 shares or options to purchase shares of common stock plus up to 2,490,290 shares of our common stock represented by awards granted under the 2007 Plan that are forfeited, expire or are cancelled without delivery of shares or which result in the forfeiture of shares of common stock back to the Company on or after the date the 2017 Plan becomes effective. As of March 31, 2018, 776,926 shares were available for grant under the 2017 Plan.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~10. Warrants, stock-based compensation, stock options, restricted stock and restricted stock units (continued)~~

In addition, the 2017 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of common stock available for issuance under the 2017 Plan on the first day of each fiscal year during the period beginning in fiscal year 2019 and ending in fiscal year 2027. The annual increase in the number of shares shall be equal to the lowest of: 4% of the number of shares of common stock outstanding as of such date; and an amount determined by the Company’s Board of directors or Compensation Committee.

In December 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the 2017 ESPP). As March 31, 2018, the 2017 ESPP allowed for the issuance of up to 427,305 shares of common stock and 427,305 shares were available for grant under the 2017 ESPP.

The 2017 ESPP contains an “evergreen” provision, which allows for an increase on the first day of each fiscal year beginning with fiscal year 2018. The increase in the number of shares shall be equal to the lowest of: 1% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or an amount determined by the Company’s Board of Directors or Compensation Committee. The number of shares available for grant under the 2017 ESPP increased by 218,842 on January 1, 2018 due to this provision.

~~Stock options~~

Under the 2007 and 2017 Plans, stock options may not be granted with exercise prices of less than fair market value on the date of the grant. Options generally vest ratably over a four-year period with 25% vesting on the first anniversary and the remaining 75% vesting ratably on a monthly basis over the remaining three years. These options expire ten years after the grant date. Activity under the 2007 and the 2017 Plans was as follows:

Options

Weighted-
average
exercise
price

Remaining
contractual
life
(in years)

Aggregate
intrinsic
value
(in thousands)

Outstanding at December 31, 2017

2,249,843

$
6.05

7.8

$
34,695

Granted

281,640

$
20.07

Exercised

(49,759
)
$
1.68

Cancelled or forfeited

(30,878
)
$
12.13

Outstanding at March 31, 2018

2,450,846

$
7.79

7.9

$
22,667

Vested and expected to vest at March 31, 2018

2,450,846

$
7.79

7.9

$
22,667

Exercisable at March 31, 2018

1,139,868

$
4.58

6.5

$
14,098

Using the Black-Scholes option pricing model, the weighted-average fair value of options granted to employees and directors during the three months ended March 31, 2018 and 2017 was $8.72 and $4.60 per share, respectively. The expense related to awards granted to employees was $0.5 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively. The intrinsic value of stock options exercised was $1.0 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively. Activity related to non-employee awards was not material to the three months ended March 31, 2018 and 2017.

~~At March 31, 2018,~~September 30, 2021, there was ~~$6.6~~$38.2 million of total unrecognized compensation cost related to unvested RSUs and stock options, which is expected to be recognized over the remaining weighted-average vesting period of ~~3.3~~2.9 years.

10. Leases

The ~~fair value~~Company is a lessee under leases of ~~stock options granted to employees~~offices, lab spaces, and ~~directors for their services on~~certain office equipment. Some of the Company’s ~~Board of Directors is estimated on~~leases include options to extend the ~~grant date using the Black-Scholes option-pricing model, based on the assumptions noted~~lease, and these options are included in the ~~following table:~~lease term to the extent they are reasonably certain to be exercised.

Three months ended
March 31,

2018

2017

Risk-free interest rate

2.6
%
2.1
%
Expected dividend yield

None

None

Expected term (in years)

6.0

6.0

Expected volatility

41.5
%
52.0
%

Table of Contents

~~Quanterix Corporation~~Summary of all lease costs recognized under ASC 842

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~10. Warrants, stock-based compensation, stock options, restricted stock and restricted stock units (continued)~~

~~Restricted stock~~

Restricted common stock awards represent shares of common stock issued to employees subject to forfeiture if the vesting conditions are no satisfied. In December 2014, the Company issued 78,912 shares of restricted common stock toThe following table contains a ~~director~~summary of the ~~Company~~lease costs recognized under Topic 842, Leases and other information pertaining to the ~~2007 Plan. Under the terms of the agreement, shares of common stock issued are subject to a four year vesting schedule. Vesting occurs periodically at specified time intervals~~Company’s operating leases:


	Three Months Ended September 30,					Nine Months Ended September 30,
Operating leases (in thousands)	2021			2020		2021			2020
Lease costs (1)
Operating lease costs	$	663		$	667	$	1,997		$	1,994
Total lease cost	$	663		$	667	$	1,997		$	1,994

Other information
Operating cash flows used for operating leases	$	849		$	428	$	2,532		$	1,260
Weighted average remaining lease term (years)		8.9	years				8.9	years
Weighted average discount rate		9.73%					9.73%

(1) Short-term lease costs and ~~specified percentages. In January 2015,~~variable lease costs incurred by the Company issued 781,060 shares of restricted common stock to an executive of the Company under the 2007 Plan. The majority of these shares were issued subject to a four year vesting schedule with 25% vesting on the first anniversary and the remaining vesting 75% ratably on a monthly basis over the remaining three years, while another portion was issued subject to performance based vesting. The vesting of performance based awards is dependent upon achievement of specified financial targets of the Company. The majority of the performance criteria were achieved during the years ended December 31, 2016 and 2015 and the remaining unvested awards with performance conditions are not material. No restricted stock awards were granted during the three months ended March 31, 2018. A summary of restricted stock activity is as follows:

Shares

Weighted-average
grant date
fair value
per share

Unvested restricted common stock as of December 31, 2017

177,192

$
3.11

Vested

(49,764
)
$
3.10

Unvested restricted common stock as of March 31, 2018

127,428

$
3.11

~~The expense related to awards granted to employees and directors was $0.2 million and $0.2 million~~ for the three and nine months ended ~~March 31, 2018~~September 30, 2021 and ~~2017, respectively.~~2020 were not material.

At March 31, 2018, there was $0.3 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over the remaining weighted-average vesting period of 0.5 years.

The aggregate fair value of restricted stock awards that vested during the three months ended March 31, 2018, based on estimated fair values of the stock underlying the restricted stock awards on the day of vesting, was $1.0 million.

~~Restricted stock units~~

Restricted stock units represent the right to receive shares of common stock upon meeting specified vesting requirements. In February 2018, the Company issued 26,000 restricted stock units to employees of the Company under the 2017 Plan. Under the terms of the agreements, 14,000 of the restricted stock units issued are subject to a four year vesting schedule with 25% vesting on the first anniversary and the remaining vesting 75% ratably on a monthly basis over the remaining three years and 12,000 of the restricted stock units issued are subject to 21 month vesting with 50% vesting on December 31, 2018 and 50% vesting on December 31, 2019. A summary of restricted stock unit activity is as follows:

Shares

Weighted-average
grant date
fair value
per share

Unvested restricted stock units as of December 31, 2017

—

—

Granted

26,000

$
18.99

Unvested restricted stock units as of March 31, 2018

26,000

$
18.99

~~The expense related to awards granted to employees and directors was less than $0.1 million for the three months ended March 31, 2018.~~

At March 31, 2018, there was $0.5 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over the remaining weighted-average vesting period of 3.0 years.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

11. Commitments and contingencies

~~License agreements~~

Tufts University

In June 2007, the Company entered into a license agreement (the License Agreement) for certain intellectual property with Tufts University (Tufts). Tufts is a related party to the Company due to ~~Tuft’s~~Tufts’ equity ownership in the Company and because a ~~board~~ member of the Company’s Board of Directors was affiliated with Tufts. The License Agreement, which was subsequently amended, is exclusive and ~~sub licensable,~~sublicensable, and will continue in effect on a ~~country by country~~country-by-country basis as long as there is a valid claim of a licensed patent in a country. The Company ~~was~~is committed to pay ~~license and maintenance fees, prior to commercialization, in addition to~~ low single digit royalties on direct sales and services and a royalty on sublicense ~~income.~~income, as well as an annual maintenance fee that is credited against royalties payable. During the three months ended ~~March 31, 2018~~September 30, 2021 and ~~2017,~~2020 and the nine months ended September 30, 2021 and 2020, the Company recorded royalty expense of ~~$0.1~~$0.2 million, $0.3 million, $1.0 million, and ~~$0.1~~$0.8 million, respectively, in cost of product revenue on the consolidated statements of ~~operations and comprehensive loss.~~

~~Other licenses~~

During the year ended December 31, 2012, the Company entered into a license agreement for certain intellectual property with a third party. The non-exclusive, non-sublicenseable third party’s license provides the Company access to certain patents specifically for protein detection, and shall be in effect until the expiration of the last licensed patent. In consideration for these rights, the Company committed to certain license fees, milestone payments, minimum annual royalties and a mid-single digit royalty. The Company is required to make mid-single digit royalty payments on net sales of products and services which utilize the licensed technology. The Company must pay the greater of calculated royalties on net sales or an annual minimum royalty of $50 thousand.operations. During the three and nine months ended ~~March 31, 2018 and 2017,~~September 30, 2020, the Company ~~recorded royalty expense of less than $0.1~~incurred $1.0 million ~~and $0.1 million, respectively,~~ in cost of ~~product~~collaboration and license revenue ~~on the consolidated statements of operations.~~

~~Lease commitments~~

During the year ended December 31, 2014, the Company entered into a lease agreement for the Company’s current corporate headquarters with a lease term that expires in June 2020 which can be extendedowed to ~~June 2023. The lease agreement contains a period of free rent and annual increases to rental amounts.~~

~~In connection with the acquisition of Aushon in January 2018, the Company assumed the existing Aushon lease for facilities in Billerica, Massachesetts. The lease expires in February 2021.~~

Rent expense is recognized straight-line over the course of the lease term. As of March 31, 2018, $0.1 million of deferred rent expense was recorded in other non-current liabilities, and less than $0.1 million was recorded in other accrued expenses.

~~As of March 31, 2018, the minimum future rent payments under the lease agreements are as follows (in thousands):~~

Years ending December 31:

Remainder of 2018

$
1,020

2019

1,399

2020

814

2021

35

$
3,268

~~The Company recorded $0.3 million and $0.3 million in rent expense for the three months ended March 31, 2018 and 2017, respectively.~~

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~11. Commitments and contingencies (continued)~~

~~Development and supply agreement~~

Through the Company’s development agreement with STRATEC Biomedical, as amended in December 2016, the parties agreed on additional development services for an additional fee, which is payable when the additional development is completed. A total of $1.5 million is payable to STRATEC upon completion of the development activities. This amount is being recorded to research and development expense and accrued expenses as the services are performed. The services are expected to be completed during the year ending December 31, 2018. Substantive effortsTufts related to ~~these additional development activities started in the first quarter of 2017.~~sublicensing certain technology and intellectual property to Abbott Laboratories (see Note 13).

Supply agreement

The Company’s supply agreement with STRATEC Biomedical ~~requires~~required the Company to purchase a minimum number of commercial units over a seven-year period ~~ending~~that ended in May ~~2021. If~~2021, and the Company were to fail to purchase a required number of commercial units, the Company would be obligated to pay termination costs and in addition a fee based on the shortfall of commercial units purchased compared to thehas satisfied its required minimum ~~amount. Based on~~purchase amount per the ~~number of commercial instruments purchased as of March 31, 2018, assuming no additional commercial units were purchased, this fee would equal $11.9 million. The amount~~supply agreement through the Company could be obligated to pay under the minimum purchase commitment is reduced as each commercial unit is purchased. Also, if the Company terminates the Supply Agreement under certain circumstances and has not purchased a required number of commercial units, it would be obligated to issue warrants to purchase 93,341 shares of common stock (the Supply Warrants) at $0.003214 per share. The Company believes that it will purchase sufficient units to meet the requirements of the minimum purchase commitment and, therefore, has not accrued for any of the potential cash consideration. The Supply Warrants are accounted for at fair value; however, the fair value of the Supply Warrants as of March 31, 2018 and December 31, 2017 was insignificant as there was a low probability of the warrants being issued.contract period.

Legal contingencies

The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or the results of its operations. The Company accrues for contingent liabilities to the extent that the liability is probable and estimable.

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12. Notes payable

Loan agreement

On April 14, 2014, the Company executed a ~~Loan Agreement~~loan agreement with a lender, as subsequently ~~amended in March 2015, January 2016 and March 2017.~~amended. As of ~~March 31, 2018,~~September 30, 2021, there were no0 additional amounts available to borrow under the debt facility. The interest rate on this term loan is variable based on ~~a calculation~~the greater of 8% or 8% plus the prime rate less 5.25% ~~with a minimum interest rate of 8%~~. Interest is paid monthly beginning the month following the borrowing date. At loan inception and in connection with the amendments, the Company issued the lender warrants to purchase shares of stock. The ~~Loan Agreement~~loan agreement also contains prepayment penalties and an end of term charge. Fees incurred inupon execution of the agreements, and the fair value of warrants on the date of grant were accounted for as a reduction in the book value of debt and accreted through interest expense, using the effective interest rate method, over the term of the debt.

~~The~~ Under the amended agreement, the Company was required to pay the loan principal in four equal installments starting July 1, 2021, with the final payment and end of term charge ~~of $0.5 million, and principal amounts of $0.5 million were paid during the three months ended March 31, 2018.~~ to be made on October 1, 2021.

As of ~~March 31, 2018 the remaining loan balance is classified as a current liability since all principal payments are due within twelve months of the balance sheet date.~~

~~Debt~~September 30, 2021, debt payment obligations due based on principal payments ~~commencing on March 1, 2018,~~ are as follows (in thousands):

Years ending December 31:

2018

$
4,161

2019

4,430

$
8,591


2021	$	1,943
Total	$	1,943

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~12. Notes payable (continued)~~

Non-cash interest expense related to debt discount amortization and accretion of end of term fees was $0.1 million or less for each of the three and ~~$0.1 million for the year~~nine months ended ~~March 31, 2018~~September 30, 2021 and ~~2017, respectively.~~2020.

13. Collaboration and license arrangements

~~Joint development~~The Company has entered into certain licenses with other companies for use of the Company’s technology. These licenses have royalty components which the Company earns and recognizes as collaboration and license ~~agreement (JDLA)~~

~~The Company’s JDLA with bioMérieux, a related party, was amended in 2016. Following~~revenue throughout the amendment, a total of $3.2 million of consideration was assigned to the deliverables and collaboration activities outlined in the amendment to the JDLA. The consideration of $3.2 million will be recognized over the performance period which began in the fourth quarter 2016 and is expected to be completed in the year ending December 31, 2019.year. The Company recognized revenue of ~~$0.3~~$0.1 million and $0.5 million for three and nine months ended September 30, 2021, respectively, and less than $0.1 and $0.2 million during the three and nine months ended ~~March 31, 2018 as collaboration revenue~~September 30, 2020, respectively, associated with these licenses.

During the three and ~~as of March 31, 2018, $1.9~~nine months ended September 30, 2020, the Company recognized $1.2 million of ~~arrangement consideration remains in~~previously deferred ~~revenue.~~revenue as a result of entering into a license agreement with a diagnostics company. As of September 30, 2021 and December 31, 2020, the Company had $0.5 million of deferred revenue related to ongoing negotiations with a diagnostics company.

~~Evaluation and option agreements and license agreement~~Abbott Laboratories

~~In 2015,~~On September 29, 2020, the Company entered into ~~three agreements, for three separate fields,~~a Non-Exclusive License Agreement (the Abbott License Agreement) with ~~a diagnostic company for~~Abbott Laboratories (Abbott). Pursuant to the ~~evaluation~~terms of the ~~Company’s Simoa technology. These agreements each allowed for the option to negotiate a license agreement. In return,~~Abbott License Agreement, the Company ~~received non-refundable payments totaling $2.0 million. In December 2016,~~granted Abbott a non-exclusive, worldwide, royalty-bearing license, without the ~~diagnostic company exercised one~~right to sublicense, under the Company’s bead-based single molecule detection patents (Licensed Patents) in the field of ~~its options and~~in vitro diagnostics. Abbott agreed to pay the ~~parties entered into a license agreement in one of the fields. This agreement has a one-time non-refundable~~Company an initial license fee of ~~$1.0~~$10.0 million ~~and the right to receive running low single digit royalties on licensed products. The negotiation periods for the other two agreements were extended and the negotiations remain ongoing.~~

Upon execution of the license in one of the fields in December 2016, the $1.0 million license fee, in addition to the $0.8 million allocated to the option for this field, resulted in a total of $1.8 million of consideration being recognized as revenue as there were no remaining undelivered performance obligations. Because the negotiations remain ongoing with respect to the other two fields, the consideration allocated to these options of $1.2 million has been deferred and is recorded as deferred revenue as of March 31, 2018 and December 31, 2017.

~~14. Business combinations~~

On January 30, 2018, the Company completed the acquisition of all the rights to Aushon pursuant to an Agreement and Plan of Merger dated January 30, 2018 (the “Aushon Acquisition”). The Company acquired Aushon as a compliment to its existing product line, improve its existing research and development capabilities in assay development and software engineering, and to expand its customer base. The Aushon Acquisition has been accounted for as a business combination and, in accordance with ASC 805, the Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.

In connection with the closing of the Aushon Acquisition, the Company paid $3.2 million at closing with an additional $0.8 million placed in escrow. Upon the six-month anniversary following the acquisition date, the $0.8 million will be payable to the sellers after adjustment for any indemnified losses incurred by the Company associated with representations and warranties made by Aushon and the selling stockholders.

The purchase price allocation is considered preliminary, and additional adjustments may be recorded during the allocation period in accordance with ASC 805. The purchase price allocation will be finalized as the Company receives additional information relevant to the acquisition, including the final valuation and reconciliation of the assets purchased, including tangible and intangible assets, and liabilities assumed.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~14. Business combinations (continued)~~

The following table presents the preliminary allocation of the purchase consideration for the transaction as of January 30, 2018 including the contingent consideration and the preliminary allocation of the purchase consideration (in thousands):

Fair value of consideration transferred:

Cash

$
3,200

Obligation to issue cash

800

Total acquisition consideration

$
4,000

Fair value of assets acquired and liabilities assumed:

Cash and cash equivalents

$
199

Accounts receivable

210

Inventory

828

Prepaid expenses

71

Property and equipment and other non-current assets

180

Intangible Assets

2,950

Goodwill

1,308

Total assets acquired

5,746

Contractual obligations

(1,155
)
Accounts payable and accrued liabilities

(591
)
Net assets acquired

$
4,000

The intangible assets identified in the purchase price allocation discussed above include developed technology, trade names and customer relationships. Trade names are amortized over the useful life on a straight-line basis, while developed technology and customer relationships are amortized over their respective useful lives on an accelerated basis reflecting the period of expected derived benefits of the underlying assets. Developed technology consists of products that have reached technological feasibility and trade names represent acquired company and product names. To value the developed technology and trade name assets, the Company utilized a relief from royalty method. Under the methodology, fair value is calculated as the discounted cash flow savings accruing to the owner for not having to pay the royalty. Key assumptions included expected revenue attributable to the assets, royalty rates, discount rate and estimated asset lives. Customer relationships represent the underlying relationships with certain customers to provide ongoing services and continued product sale opportunities. The Company utilized excess earnings methodology to derive the fair value of the customer relationships. Key assumptions included expected attrition of customers rates, operating income margins and discount rate. ~~The Company used a risk-adjusted discount rate of 14.4% in determining the fair value of the intangible assets.~~

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~14. Business combinations (continued)~~

The goodwill recorded as a result of the Aushon Acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration from future products and customers.

~~The Company incurred a total of $0.1 million in transaction costs~~ in connection with the execution of the Abbott License Agreement, which was recognized as license revenue during the 2020 fiscal year. Abbott has also agreed to pay the Company milestone fees subject to the achievement by Abbott of certain development, regulatory and commercialization milestones and low single-digit royalties on net sales of licensed products.

The Abbott License Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction ~~which were included in selling, general~~of this nature. The Abbott License Agreement became effective upon signing and ~~administrative expense within~~will continue until expiration of the ~~consolidated statement~~last-to-expire Licensed Patent, or the agreement is earlier terminated. Under the terms of ~~operations~~the Abbott License Agreement, the Company and Abbott each have the right to terminate the

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agreement for uncured material breach by, or insolvency of, the other party. Abbott may also terminate the Abbott License Agreement at any time without cause upon 60 days’ notice.

During the three and nine months ended ~~March 31, 2018.~~September 30, 2021, the Company recognized 0 revenue under the Abbott License Agreement. During the three and nine months ended September 30, 2020, the Company recognized within collaboration and license revenue $10.0 million related to the initial license fee under the Abbott license Agreement.

~~15.~~

14. Goodwill and ~~Acquired Intangible Assets~~acquired intangible assets

~~As of March 31, 2018~~The changes in the carrying amount of goodwill ~~was $1.3 million. The following is a rollforward of our goodwill balance~~are as follows (in thousands):


	Goodwill
Balance as of December 31, 2020	$	10,460
Cumulative translation adjustment		(557)
Balance as of September 30, 2021	$	9,903

Goodwill

Balance as of December 31, 2017

$
—

Goodwill acquired

1,308

Balance as of March 31, 2018

$
1,308

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~15. Goodwill and~~ Acquired ~~Intangible Assets (continued)~~

~~Purchased~~ intangible assets consist of the following (in thousands):


		September 30, 2021
		Gross				Cumulative		Net		Weighted
	Estimated Useful	Carrying		Accumulated		Translation		Carrying		Average
	Life (in years)	Value		Amortization		Adjustment		Value		Life Remaining (in years)
Know-how	8.5	$	13,000	$	(3,442)	$	570	$	10,128	6.24
Developed technology	7		1,650		(1,218)		—		432	3.34
Customer relationships	8.5 - 10		1,360		(749)		5		616	6.33
Non-compete agreements	5.5		340		(153)		11		198	3.24
Trade names	3		50		(50)		—		—	—
Total		$	16,400	$	(5,612)	$	586	$	11,374

		March 31, 2018
	Estimated Useful Life (in years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value

										December 31, 2020
										Gross				Cumulative		Net		Weighted
									Estimated Useful	Carrying		Accumulated		Translation		Carrying		Average
									Life (in years)	Value		Amortization		Adjustment		Value		Life Remaining (in years)
Know-how									8.5	$	13,000	$	(2,296)	$	1,374	$	12,078	6.99
Developed technology	7	$	1,650	$	(68	)	$	1,582	7		1,650		(1,036)		—		614	4.09
Customer relationships	10	1,250		(38		)	1,212		8.5 - 10		1,360		(618)		12		754	7.08
Non-compete agreements									5.5		340		(102)		31		269	3.99
Trade names	3	50		(3		)	47		3		50		(49)		—		1	0.08
Total		$	2,950	$	(109	)	$	2,841		$	16,400	$	(4,101)	$	1,417	$	13,716

The Company recorded amortization expense of ~~$0.1~~$0.5 million and $1.5 million for the three ~~month period~~and nine months ended ~~March 31, 2018. No amortization expense was recognized~~September 30, 2021, respectively, and $0.5 million and $1.6 million for the three and nine months ended ~~March 31, 2017. Amortization relating to developed technology is recorded within research and development expense, amortization~~September 30, 2020, respectively.

Table of ~~customer relationships is recorded within sales and marketing expenses, and amortization of trade names is recorded within general and administrative expenses.~~Contents

Future estimated amortization expense of acquired ~~intangibles~~intangible assets as of ~~March 31, 2018~~September 30, 2021 is as follows (in thousands):

Remainder of 2018

$
492

2019

582

2020

500

2021

403

2022

320

Thereafter

544


For the Years Ended December 31,	Estimated Amortization Expense
Current year (2021)	$	501
2022		1,930
2023		1,848
2024		1,733
2025		1,617
Thereafter		3,745
	$	11,374

~~16.~~

15. Related party transactions

bioMérieux is a customer through its Joint Development and License Agreement and also a holder of the Company’s common stock. bioMérieux formerly also had a designee on the Company’s Board of Directors. The Company recognized revenue related to the JDLA with bioMérieux of $0.3 million and $0.3 million in the three months ended March 31, 2018 and 2017, respectively, from bioMérieux. The Company also had deferred revenue of $1.9 million and $2.1 million at March 31, 2018 and December 31, 2017, respectively.

~~Quanterix Corporation~~

~~Notes to consolidated financial statements~~

~~(Unaudited)~~

~~16. Related party transactions (continued)~~

The Company entered into ~~a license agreement (the~~the License ~~Agreement)~~Agreement for certain intellectual property with Tufts ~~University (Tufts)~~(see Note 11). Tufts is a related party to the Company due to ~~Tuft’s~~Tufts’ equity ownership in the Company and because a ~~board~~ member of the Company’s Board of Directors was affiliated with Tufts. During the three and nine months ended ~~March 31, 2018~~September 30, 2021 and ~~2017,~~the three and nine months ended September 30, 2020, the Company recorded royalty expense of ~~$0.1~~$0.2 million, $1.0 million, $0.3 million, and ~~$0.1~~$0.8 million respectively, in cost of product revenue on the consolidated statements of ~~operations~~operations. During the three and ~~comprehensive loss.~~nine months ended September 30, 2020, the Company also incurred $1.0 million in cost of collaboration and license revenue owed to Tufts related to sublicensing certain technology and intellectual property to Abbott.

During the year ended December 31, 2017, Harvard University became a related ~~party.~~party because a member of the Company’s Board of Directors is affiliated with Harvard University. Revenue recorded from sales to Harvard University ~~were~~and its affiliates was $0.1 million and $0.4 million for the three and nine months ended September 30, 2021, respectively. Revenue recorded from sales to Harvard University and its affiliates was less than $0.1 million and $0.1 million for the three and nine months ended ~~March 31, 2018.~~September 30, 2020, respectively.

16. Accumulated other comprehensive income (loss)

The following shows the changes in the components of accumulated other comprehensive (loss) income for the nine months ended September 30, 2021 and 2020 which consisted of only foreign currency translation adjustments for the periods shown (in thousands):

Accumulated

Cumulative

Other

Translation

Comprehensive

Adjustment

Income
Balance - December 31, 2020

$
2,434

$
2,434
Current period accumulated other comprehensive loss

(1,383)

(1,383)
Balance - September 30, 2021

$
1,051

$
1,051

Accumulated

Cumulative

Other

Translation

Comprehensive

Adjustment

Income (loss)
Balance - December 31, 2019

$
(153)

$
(153)
Current period accumulated other comprehensive income

887

887
Balance - September 30, 2020

$
734

$
734

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17. Subsequent events

~~The~~On October 1, 2021, the Company ~~has evaluated, for potential recognition and disclosure, events that occurred prior~~made the final principal payment, including end of term fees of $2.0 million related to the ~~date at which the condensed consolidated financial statements were available to be issued. There were no material subsequent events.~~loan agreement (see Note 12).

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2020, filed with the ~~SEC.~~ Securities and Exchange Commission (SEC). In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results, performance or experience could differ materially from what is indicated by any forward-looking statement due to various important factors, risks and uncertainties, including, but not limited to, those set forth under “Special Note Regarding Forward-Looking Statements” included elsewhere in this quarterly report or under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2017 or other filings that we make with the SEC.~~2020 as may be updated by “Part II, Item 1A, Risk Factors” of our subsequently filed Quarterly Reports on Form 10-Q.

Overview

We are a life sciences company that has developed a next generation, ultra-sensitive digital immunoassay ~~platform~~platforms that ~~advances~~advance precision health for life sciences research and diagnostics. Our ~~platform enables~~platforms are based on our proprietary digital “Simoa” detection technology. Our Simoa bead-based and planar array platforms enable customers to reliably detect protein biomarkers in extremely low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay ~~technologies. It~~technologies, and also ~~allows~~allow researchers to define and validate the function of novel protein biomarkers that are only present in very low concentrations and have been discovered using technologies such as mass spectrometry. These capabilities provide our customers with insight into the role of protein biomarkers in human health that has not been possible with other existing technologies and enable researchers to unlock unique insights into the continuum between health and disease. We believe this greater insight will enable the development of novel therapies and diagnostics and facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis and, ultimately, prevention. We are currently focusing ~~our platform~~ on protein detection, which we believe is an area of significant unmet need and where we have significant competitive advantages. InHowever, in addition to enabling new applications and insights in protein analysis, ~~we are also developing~~ our Simoa ~~technology to detect~~platforms have also demonstrated applicability across other testing applications, including detection of nucleic acids ~~in biological samples.~~and small molecules.

We currently sell ~~all~~most of our products for life science research, primarily to laboratories associated with academic and governmental research institutions, as well as pharmaceutical, biotechnology and contract research companies, through a direct sales force and support organizations in North America and Europe, and through distributors or sales agents in other select markets, including Australia, China, Czech Republic, India, Israel, Japan, ~~India,~~ Lebanon, Mexico, Qatar, Saudi Arabia, Singapore, South Korea, and Taiwan. We grew our revenue from $12.2 million in 2015 to $17.6 million in 2016 and to $22.9 million in 2017, and from $5.3 million in the first quarter of 2017 to $7.5 million in the first quarter of 2018.

Our instruments are designed to be used either with assays fully developed by us, including all antibodies and supplies required to run the tests, or with “homebrew” kits where we supply some of the components required for testing, and the customer supplies the remaining required elements. Accordingly, our installed instruments generate a recurring revenue stream. We believe that our recurring consumable revenue is driven by our customers’ ability to extract more valuable data using our platform and to process a large number of samples quickly with little hands-on preparation.

~~While we expect the Quanterix SR-X to generate lower consumables revenue per instrument than~~We commercially launched our first immunoassay platform, the Simoa HD-1 ~~Analyzer due~~(HD-1), in January 2014. The HD-1 is based on our bead-based technology, and assays run on the HD-1 are fully automated. We initiated commercial launch of the SR-X instrument in December 2017. The SR-X utilizes the same Simoa bead-based technology and assay kits as the HD-1 in a compact benchtop form with a lower price point, more flexible assay preparation, and a wider range of applications. In July 2019, we launched the Simoa HD-X, an upgraded version of the HD-1, which replaces the HD-1. The HD-X has been designed to ~~its lower throughput,~~deliver significant productivity and operational efficiency improvements, as well as greater user flexibility. We began shipping and installing HD-X instruments at customer locations in the third quarter of 2019. As the installed base of the Simoa instruments increases, total consumables revenue overall is expected to

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increase. We believe that consumables revenue should be subject to less period-to-period fluctuation than our instrument sales revenue and will become an increasingly important contributor to our overall revenue.

On January 30, 2018, we acquired Aushon Biosystems, Inc. (Aushon) for $3.2 million in cash, with an additional payment of $0.8 million ~~to be~~ made in July 2018, six months after the acquisition ~~date assuming~~date. With the acquisition of Aushon, we acquired a CLIA certified laboratory, as well as Aushon’s proprietary sensitive planar array detection technology. Leveraging our proprietary sophisticated Simoa image analysis and data analysis algorithms, we further refined this planar array technology to develop the SP-X instrument to provide the same Simoa sensitivity found in our Simoa bead-based platform. We initiated an early-access program for the SP-X instrument in January 2019, with the full commercial launch commenced in April 2019.

On August 1, 2019, we completed our acquisition of UmanDiagnostics AB (Uman) for an aggregate purchase price of $21.2 million, comprised of (i) $15.7 million in cash plus (ii) 191,152 shares of our common stock (representing $5.5 million based on the closing prices of our common stock on the Nasdaq Global Market on July 1, 2019 and August 1, 2019, the dates of issuance). The acquisition closed with respect to 95% of the outstanding shares of capital stock of Uman on July 1, 2019 and with respect to the remaining 5% of the outstanding shares of capital stock of Uman on August 1, 2019. Uman supplies neurofilament light (Nf-L) antibodies and ELISA kits, which are widely recognized by researchers and biopharmaceutical and diagnostics companies world-wide as the premier solution for the detection of Nf-L to advance the development of therapeutics and diagnostics for neurodegenerative conditions.

On September 29, 2020, we entered into a Non-exclusive License Agreement (the Abbott License Agreement) with Abbott Laboratories (Abbott). Pursuant to the terms of the Abbott License Agreement, we granted Abbott a non-exclusive, worldwide, royalty-bearing license, without the right to sublicense, under our bead-based single molecule detection patents in the field of in vitro diagnostics. Abbott has paid us an initial license fee of $10.0 million in connection with the execution of the Abbott License Agreement, which was recognized as collaboration and license revenue for the three months ended September 30, 2020. In addition, during the three months ended September 30, 2020, we recognized as collaboration and license revenue approximately $1.2 million of previously deferred revenue upon entering into the Abbott License Agreement. Abbott has also agreed to pay us milestone fees subject to the achievement by Abbott of certain ~~post-closing conditions~~development, regulatory and commercialization milestones and low single digit royalties on net sales of licensed products.

We are ~~met.~~subject to ongoing uncertainty concerning the SARS-CoV-2 (COVID-19) pandemic, including its length and severity and its effect on our business. During the first and second quarters of 2020, we implemented a resiliency plan focused on the health and safety of our employees and maintaining continuity of our operations. We ~~believe that this acquisition provides us technologies~~saw an impact on instrument revenue due to limitations on our ability to access certain customer sites and ~~expertise~~complete instrument installations, as well as an impact on consumables revenue from interruptions in certain customer laboratories through the first quarter of 2021. As customers began returning to ~~help further expand our instrument and biomarker menu. Additionally,~~normal operations in the second quarter of 2021, we have seen less of an impact related to COVID-19 related shutdowns. However, we expect COVID-19 related challenges to continue for the foreseeable future and potentially increase if variants result in new shutdowns.

In view of the COVID-19 pandemic, we have adjusted our operations to expand capacity in our Accelerator Laboratory to support customers whose operations have been disrupted and to sustain clinical trials. We also determined that ~~Aushon’s CLIA-certified laboratory will help~~our cytokine assay technology provides researchers with important and differentiated tools to study disease progression, cytokine release syndrome, and patient-treatment response in the fight against COVID-19, and began developing a SARS- CoV-2 semi-quantitative IgG assay and a SARS-CoV-2 antigen detection assay, and prototyping a high-definition multiplex SARS-CoV-2 serology assay. In December 2020, the United States Food and Drug Administration (FDA) issued an Emergency Use Authorization (EUA) for our Simoa Semi-Quantitative SARS-CoV-2 IgG Antibody Test, and in January 2021, the FDA issued an EUA for our Simoa SARS-CoV-2 N Protein Antigen Test, each of which is run on our HD-X instrument. In September 2021, the FDA expanded the EUA for our Simoa SARS-CoV-2 N Protein Antigen Test to include testing with nasal swabs and saliva and for asymptomatic serial testing with nasal swab samples. We are exploring extending the test to home-based sample collection and pooling to enable larger scale testing.

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In September 2020, we entered into a workplan 2 award (WP2) with the National Institute of Health (NIH) under the Rapid Acceleration of Diagnostics (RADx) program. This contract, which has a total award value of $18.2 million, is intended to accelerate the continued development, scale-up and deployment of our ~~entry into pharmaceutical services.~~novel SARS-CoV-2 antigen test. Initial early feasibility of this test was funded in part through the workplan 1 award (WP1) we were granted in June 2020. WP2 supports clinical validation of the test in support of the EUA submissions with the FDA and provides funding to expand assay kit manufacturing capacity and commercial deployment readiness. Contract funding is subject to achievement of pre-defined milestones and the contract period runs through March 2022.

The COVID-19 situation remains dynamic and there still remains significant uncertainty as to the length and severity of the pandemic, the actions that may be taken by government authorities, the impact to the business of our customers and suppliers, the long-term economic implications and other factors identified in “Part I, Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020 as may be updated by “Part II, Item 1A, Risk Factors” of our subsequently filed Quarterly Reports on Form 10-Q. We will continue to evaluate the nature and extent of the impact to our business, financial condition, and operating results.

As of ~~March 31, 2018,~~September 30, 2021, we had cash and cash equivalents of ~~$65.2~~$410.7 million. ~~We had financed our operations principally through equity offerings, borrowings from credit facilities and revenue from our commercial operations.~~

~~Since~~Other than the third quarter of 2020, since inception, we have incurred net losses. Our net loss was ~~$27.0 million, $23.2~~$15.7 million and ~~$15.9 million for the years ended December 31, 2017, 2016 and 2015, respectively, and $7.2 million and $6.4~~$37.7 million for the three and nine months ended ~~March 31, 2018 and 2017,~~September 30, 2021, respectively. As of ~~March 31, 2018,~~September 30, 2021, we had an accumulated deficit of ~~$151.6~~$285.4 million and ~~stockholders’~~stockholders' equity of

~~$59.3~~ $455.5 million. We expect to continue to incur significant expenses and operating losses at least through the next 24 months. We expect our expenses will increase substantially as we:

·
● expand our sales and marketing efforts to further commercialize our products;
● strategically acquire companies or technologies that may be complementary to our business;
● expand our research and development efforts to improve our existing products and develop and launch new products, particularly if any of our products are deemed by the FDA, to be medical devices or otherwise subject to additional regulation by the FDA;
● seek premarket approval (PMA) 510(k) clearance, or EUA, from the FDA for our existing products or new products if or when we decide to market products for use in the prevention, diagnosis or treatment of a disease or other condition;
● hire additional personnel and continue to grow our employee headcount;
● enter into collaboration arrangements, if any, or in-license other products and technologies;
● expand assay kit manufacturing capacity and commercial development readiness in connection with WP2;
● add operational, financial and management information systems; and
● continue to ~~further commercialize our products;~~
·                  ~~expand our research and development efforts to improve our existing products and develop and launch new products;~~
·                  ~~hire additional personnel;~~
·                  ~~strategically acquire complementary companies and/or technologies;~~
·                  ~~enter into collaboration arrangements, if any, or in-license other products and technologies;~~
·                  ~~add operational, financial and management information systems; and~~
· incur increased costs as a result of operating as a public company.

Table of ~~operating as a public company.~~Contents

Results of Operations

Comparison of the Three Months Ended ~~March 31, 2018~~September 30, 2021 and ~~March 31, 2017~~September 30, 2020 (dollars in thousands):


	Three Months Ended				Three Months Ended
	September 30,		% of		September 30,		% of			$		%
	2021		revenue		2020		revenue			change		change
Product revenue	$	20,662	75	%	$	11,662	38	%		$	9,000	77	%
Service and other revenue		5,898	21	%		6,552	21	%			(654)	(10)	%
Collaboration and license revenue		120	—	%		11,246	36	%			(11,126)	(99)	%
Grant revenue		1,009	4	%		1,929	6	%			(920)	(48)	%
Total revenue		27,689	100	%		31,389	100	%			(3,700)	(12)	%
Cost of goods sold:
Cost of product revenue		8,639	31	%		6,387	20	%			2,252	35	%
Cost of service revenue		3,806	14	%		2,896	9	%			910	31	%
Cost of collaboration and license revenue		—	—	%		1,000	3	%			(1,000)	(100)	%
Total costs of goods sold, services, and licenses		12,445	45	%		10,283	33	%			2,162	21	%
Gross profit		15,244	55	%		21,106	67	%			(5,862)	(28)	%
Operating expenses:
Research and development		6,807	25	%		5,377	17	%			1,430	27	%
Selling, general, and administrative		23,670	85	%		13,451	43	%			10,219	76	%
Total operating expenses		30,477	110	%		18,828	60	%			11,649	62	%
(Loss) income from operations		(15,233)	(55)	%		2,278	7	%			(17,511)	(769)	%
Interest expense, net		(90)	—	%		(160)	(1)	%	`		70	44	%
Other expense, net	��	(305)	(1)	%		(26)	—	%			(279)	(1,073)	%
(Loss) income before income taxes		(15,628)	(56)	%		2,092	7	%			(17,720)	(847)	%
Income tax (expense) benefit		(33)	(1)	%		111	—	%			(144)	(130)	%
Net (loss) income	$	(15,661)	(57)	%	$	2,203	7	%		$	(17,864)	(811)	%

Three months ended
March 31,
2018

% of
revenue

Three months ended
March 31,
2017

% of
revenue

$
change

%
change

Product revenue

$
4,745

63.1
%
$
3,425

64.2
%
$
1,320

38.5
%
Service and other revenue

2,507

33.3
%
1,644

30.8
%
863

52.5
%
Collaboration and license revenue

269

3.6
%
269

5.0
%
0

0
%
Total revenue

7,521

100
%
5,338

100.0
%
2,183

40.9
%
Cost of product revenue

2,773

36.9
%
1,834

34.4
%
939

51.2
%
Cost of service revenue

1,576

20.9
%
1,144

21.4
%
432

37.8
%
Research and development

3,644

48.4
%
4,250

79.7
%
(606
)
(14.3
)%
Selling, general and administrative

6,691

89.0
%
4,166

78.0
%
2,525

60.6
%
Total operating expenses

14,684

195.2
%
11,394

213.5
%
3,290

28.9
%
Loss from operations

(7,163
)
(95.2
)%
(6,056
)
(113.5
)%
(1,107
)
18.3
%
Interest expense, net

(24
)
(0.4
)%
(255
)
(4.7
)%
231

(90.6
)%
Other income (expense), net

(15
)
(0.2
)%
(80
)
(1.5
)%
65

(81.3
)%
Net loss

$
(7,202
)
(95.8
)%
$
(6,391
)
(119.7
)%
$
(811
)
12.7
%

~~Revenue~~

Revenue ~~increased~~

Total revenue decreased by ~~$2.2~~$3.7 million, or ~~40.9%~~12%, to ~~$7.5~~$27.7 million for the three months ended ~~March 31, 2018~~September 30, 2021 as compared to ~~$5.3~~$31.4 million for the three months ended ~~March 31, 2017.~~September 30, 2020. Product revenue consisted of sales of instruments totaling ~~$2.0~~$6.5 million and sales of consumables and other products of ~~$2.7~~$14.2 million for the three months ended ~~March 31, 2018.~~ September 30, 2021. Product revenue consisted primarily of sales of instruments totaling ~~$1.8~~$4.5 million and sales of consumables and other products ~~totaling $1.6~~of $7.2 million for the three months ended ~~March 31, 2017. Average sales prices of instruments and consumables did not change materially in the three months ended March 31, 2018 as compared with the three months ended March 31, 2017.~~September 30, 2020. The increase in product revenue of ~~$1.3~~$9.0 million was primarily due to the ~~sale of more~~increased ability to install instruments inas customer sites reopened from COVID-19 related shutdowns that impacted results from operations during the three months ended ~~March 31, 2018 and increased sales of consumables. The~~September 30, 2020. In addition, as the installed base of ~~Simoa~~ instruments increased from ~~March 31, 2017~~September 30, 2020 to ~~March 31, 2018, and as these additional instruments were used by customers,~~September 30, 2021, the consumable sales ~~increased.~~ increased as customers opened from COVID-19 related shutdowns. The ~~increase~~decrease in service and other revenue of ~~$0.9~~$0.7 million was primarily due to ~~increased services performed~~a decrease in our ~~Simoa Accelerator Laboratory; more~~research services revenue as customers ~~are using these~~were better able to perform services themselves as their sites reopened from COVID-19 related shutdowns, as well as open headcount within our services personnel. We had $0.1 million and ~~existing customers are using the Accelerator Laboratory more frequently. Collaboration~~$11.2 million in collaboration and license revenue induring the three months ended ~~March 31, 2018 consists~~September 30, 2021 and 2020, respectively, related to licensing technology and intellectual property. We had $11.2 million in collaboration and license revenue during the three months ended September 30, 2020 primarily related to entering into the Abbott License Agreement. Grant revenue of $1.0 million and $1.9 million consisted of revenue related to WP2 recognized during the ~~collaboration arrangement with bioMérieux that was modified in~~three months ended September 30, 2021 and revenue related to WP1 recognized during the ~~fourth quarter~~three months ended September 30, 2020, respectively.

Table of ~~2016.~~Contents

As part of the modification of the collaboration agreement with BioMerieux in the fourth quarter of 2016, we received $2.0 million in additional consideration. This additional consideration along with the deferred revenue on the date of the modification is being recognized over our estimated period of performance, which was initially determined to be 36 months. The estimated performance period is evaluated each reporting period and continues to be consistent with the initial estimate.

Cost of ~~Product, Service~~Goods Sold, Services, and ~~License Revenue~~

Licenses

Cost of product revenue increased by ~~$0.9~~$2.3 million, or ~~51.2%~~35%, to ~~$2.8~~$8.6 million for the three months ended ~~March 31, 2018~~September 30, 2021 as compared to ~~$1.8~~$6.4 million for the three months ended ~~March 31, 2017.~~September 30, 2020. The increase was primarily due to ~~increased sales~~our increase in volume of ~~consumables and instruments.~~product revenue. Cost of service revenue increased to ~~$1.6~~$3.8 million for the three months ended ~~March 31, 2018~~September 30, 2021 from ~~$1.1~~$2.9 million for the three months ended ~~March 31, 2017.~~September 30, 2020. The increase was primarily due to ~~higher utilization of the Simoa Accelerator Laboratory, plus~~ increased personnel costs from the build out of our field service organization. Cost of collaboration and license revenue of $1.0 million resulted from the sublicensing of certain technology and intellectual property to Abbott during the three months ended September 30, 2020.Overall cost of goods sold as a percentage of revenue ~~slightly~~ increased to ~~57.8%~~45% of total revenue for the three months ended ~~March 31, 2018~~September 30, 2021 as compared to ~~55.8%~~33% for the three months ended ~~March 31, 2017,~~September 30, 2020, primarily as a result of ~~increased costs associated with~~ the ~~new product launch~~$1.0 million in cost of collaboration and license revenue incurred during the ~~Quanterix SR-X and~~three months ended September 30, 2020 for royalties paid to Tufts related to the ~~impact of Aushon acquisition.~~Abbott License Agreement.

Research and Development Expense

Research and development expense ~~decreased slightly~~increased by ~~$0.6~~$1.4 million, or ~~14.3%~~27%, ~~to $3.6 million for the three months ended March 31, 2018 as compared to $4.3 million for the three months ended March 31, 2017. The decrease was~~ primarily due to a reduction in outside development costs related to our Quanterix SR-X instrument for which development was completed and product launched commercially in the fourth quarter of 2017. The reduction in project costs for the Quanterix SR-X instrument offset an increase in research and development costs due to increased overall headcount in research and development ~~and the increased use of outside development firms~~ as we ~~increased~~build out our ~~new product development efforts.~~organization to support growth.

Selling, General, and Administrative Expense

Selling, general and administrative expense increased by ~~$2.5 million, or 60.6%, to $6.7~~$10.2 million for the three months ended ~~March 31, 2018~~September 30, 2021 as compared to ~~$4.2 million for~~ the same period in ~~2017. The increase was~~ 2020, primarily due to headcount additions and other spending increases in various departments as we build out our organization to support ~~future growth, public company costs, transaction fees and amortization of intangibles associated with the Aushon acquisition, and stock compensation expense.~~growth.

Interest Expense, Net and Other Expense, Net

Interest expense, net and other expense, net ~~decreased by $0.2 million, to $0.02~~was an expense of $0.4 million for the three months ended ~~March 31, 2018~~September 30, 2021, as compared to expense of $0.2 million for the three months ended September 30, 2020.

Income Tax (Expense) Benefit

Income tax expense was less than $0.1 million for the three months ended September 30, 2021, as compared to a benefit of $0.1 million for the same period in 2020. Income tax expense (benefit) primarily consists of a tax provision recorded on the operating results of our foreign subsidiaries.

Table of Contents

Comparison of the Nine Months Ended September 30, 2021 and September 30, 2020 (dollars in thousands):


	Nine Months Ended				Nine Months Ended
	September 30,		% of		September 30,		% of			$		%
	2021		revenue		2020		revenue			change		change
Product revenue	$	57,586	72	%	$	28,285	47	%		$	29,301	104	%
Service and other revenue		17,955	22	%		18,631	31	%			(676)	(4)	%
Collaboration and license revenue		486	1	%		11,401	19	%			(10,915)	(96)	%
Grant revenue		4,242	5	%		1,929	3	%			2,313	120	%
Total revenue		80,269	100	%		60,246	100	%			20,023	33	%
Cost of goods sold:
Cost of product revenue		24,233	30	%		17,989	30	%			6,244	35	%
Cost of service revenue		10,569	13	%		8,125	13	%			2,444	30	%
Cost of collaboration and license revenue		—	—	%		1,000	2	%			(1,000)	(100)	%
Total costs of goods sold, services, and licenses		34,802	43	%		27,114	45	%			7,688	28	%
Gross profit		45,467	57	%		33,132	55	%			12,335	37	%
Operating expenses:
Research and development		20,244	25	%		13,957	23	%			6,287	45	%
Selling, general, and administrative		63,913	80	%		40,826	68	%			23,087	57	%
Total operating expense		84,157	105	%		54,783	91	%			29,374	54	%
Loss from operations		(38,690)	(48)	%		(21,651)	(36)	%			(17,039)	(79)	%
Interest expense, net		(418)	(1)	%		(107)	—	%	`		(311)	(291)	%
Other income (expense), net		1,478	2	%		(204)	—	%			1,682	825	%
Loss before income taxes		(37,630)	(47)	%		(21,962)	(36)	%			(15,668)	(71)	%
Income tax (expense) benefit		(32)	—	%		253	—	%			(285)	(113)	%
Net loss	$	(37,662)	(47)	%	$	(21,709)	(36)	%		$	(15,953)	(73)	%

Revenue

Total revenue increased by $20.0 million, or 33%, to $80.3 million for the nine months ended September 30, 2021 as compared to $60.2 million for the nine months ended September 30, 2020. Product revenue consisted of sales of instruments totaling $19.3 million and sales of consumables and other products of $38.3 million for the nine months ended September 30, 2021. Product revenue consisted primarily of sales of instruments totaling $10.9 million and sales of consumables and other products of $17.3 million for the nine months ended September 30, 2020. The increase in product revenue of $29.3 million was primarily due to the increased ability to install instruments as customer sites reopened from COVID-19 related shutdowns that impacted results from operations during the nine months ended September 30, 2020. In addition, as the installed base of instruments increased from September 30, 2020 to September 30, 2021, the consumable sales increased as customers opened from COVID-19 related shutdowns. The decrease in service and other revenue of $0.7 million was primarily due to a decrease in our research services revenue as customers were better able to perform services themselves as their sites reopened from COVID-19 related shutdowns, as well as open headcount within our services personnel. We had $0.5 million and $11.4 million in collaboration and license revenue during the nine months ended September 30, 2021 and 2020, respectively, related to licensing technology and intellectual property. We had $11.2 million in collaboration and license revenue during the nine months ended September 30, 2020 primarily related to entering into the Abbott License Agreement. Grant revenue of $4.2 million and $1.9 million consisted of revenue related to WP2 recognized during the nine months ended September 30, 2021 and revenue related to WP1 recognized during the nine months ended September 30, 2020, respectively.

Cost of Goods Sold, Services, and Licenses

Cost of product revenue increased by $6.2 million, or 35%, to $24.2 million for the nine months ended September 30, 2021 as compared to $18.0 million for the nine months ended September 30, 2020. The increase was primarily due to our increase in volume of product revenue. Cost of service revenue increased to $10.6 million for the

Table of Contents

nine months ended September 30, 2021 from $8.1 million for the nine months ended September 30, 2020. The increase was primarily due to increased personnel costs from the build out of our field service organization. Cost of collaboration and license revenue of $1.0 million resulted from the licensing of certain technology and intellectual property to Abbott during the nine months ended September 30, 2020. Overall cost of goods sold as a percentage of revenue decreased to 43% of total revenue for the nine months ended September 30, 2021 as compared to 45% for the nine months ended September 30, 2020, primarily as a result of the increase in grant revenue, increased manufacturing efficiencies, and an increase in average selling prices of our instruments.

Research and Development Expense

Research and development expense increased by $6.3 million, or 45%, to $20.2 million for the nine months ended September 30, 2021 as compared to $14.0 million for the nine months ended September 30, 2020. The increase was primarily due to compensation, development, materials, and other expenses related to work under WP2 incurred during the nine months ended September 30, 2021, as well as increased overall headcount in research and development as we build out our organization to support growth.

Selling, General, and Administrative Expense

Selling, general and administrative expense increase by $23.1 million for the nine months ended September 30, 2021 as compared to the same period in 2020, primarily due to headcount additions and other spending increases in various departments as we build out our organization to support growth.

Interest Expense, Net and Other Income (Expense), Net

Interest expense, net and other income (expense), net was income of $1.1 million for the nine months ended September 30, 2021, as compared to expense of $0.3 million for the nine months ended September 30, 2020, primarily due to other income of $2.1 million recognized during the nine months ended September 30, 2021 related to an employee retention tax credit established under the Coronavirus Aid, Relief, and Economic Securities Act.

Income Tax (Expense) Benefit

Income tax expense was less than $0.1 million for the nine months ended September 30, 2021, as compared a benefit of $0.3 million for the same period in ~~2017,~~2020. The change is primarily due to the ~~amortization~~decrease in the tax benefit recorded on the operating results of ~~debt discounts from warrants we have issued to a lender.~~

our foreign subsidiaries.

Liquidity and Capital Resources

Since our inception, we have incurred net losses and negative cash flows from operations. We incurred net losses of $7.2 million and $6.4 million and used $10.1 million and $4.0 million of cash from our operating activities for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, we had an accumulated deficit of $151.6 million.

~~As of March 31, 2018, we had cash and cash equivalents of $65.2 million. As of March 31, 2018, no additional amounts were available to borrow under our debt facility.~~

~~Sources of Liquidity~~

To date, we have financed our operations principally through equity offerings, borrowings from credit facilities and revenue from our commercial operations.

Equity Offerings

On August 6, 2020, we entered into an underwriting agreement with SVB Leerink, LLC (Leerink) and Cowen and Company, LLC (Cowen), as representatives of the several underwriters, relating to an underwritten public offering of approximately 3.0 million shares of common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $97.6 million. We incurred $6.2 million in issuance costs associated with the underwritten public offering, resulting in net proceeds of $91.4 million.

~~In December 2017,~~On February 3, 2021, we ~~completed our IPO in which we sold 4,916,480~~entered into an underwriting agreement with Goldman Sachs & Co. LLC, Leerink, and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of 4,107,142 shares of common stock at ~~an initial~~a public offering price of ~~$15.00~~$70.00 per share. ~~The aggregate~~We received $287.5 million in gross proceeds and approximately $269.7 million in net ~~proceeds received by us from the offering, net~~proceeds.

Table of underwriting discounts and commissions and offering expenses, were $65.6 million. Prior to the IPO, we had raised capital through the sale of redeemable convertible preferred stock in private placement.Contents

Loan Facility with Hercules

On April 14, 2014, we executed a ~~Loan Agreement~~loan agreement with Hercules Capital, Inc. ~~(formerly known~~(Hercules), as ~~Hercules Technology Growth Capital, Inc.). The Loan Agreement provided a total~~subsequently amended most recently in April 2019. As of September 30, 2021 and December 31, 2020, our outstanding long term debt ~~facility of $10.0~~balance was $2.0 million ~~which is secured by substantially all of our assets. At closing, we borrowed $5.0~~and $7.7 million, ~~in principal and had the ability to draw the additional $5.0 million over the period from November 1, 2014 to March 31, 2015.~~respectively. The interest rate on this term loan was variable based on a calculation of 8% plus the prime rate less 5.25%, with a minimum interest rate of 8%. Interest was to be paid monthly beginning the month following the borrowing date. ~~Principal payments were scheduled~~Under the amended agreement, we are required to ~~begin on September~~pay the loan principal in four equal installments starting July 1, ~~2015, unless we achieved certain milestones which would have extended this date to December 1, 2015 or March 1, 2016. In connection~~2021, with the ~~execution~~final principal payment and end of term charge to be made on October 1, 2021. On October 1, 2021, we made the Loan Agreement, we issued Hercules a warrant to purchase up to 173,428 shares of our Series C Preferred Stock at an exercise price of $3.3299 per share. Upon closing of the IPO, this warrant was automatically converted into a warrant to purchase up to 53,960 shares of our common stock at an exercise price of $10.70 per share.

~~On March 4, 2015, we executed Amendment 1 to the Loan Agreement and drew the additional $5.0 million available under the Loan Agreement at that time. The terms of the amendment deferred~~final principal payments to start on December 1, 2015 or March 1, 2016 if we obtained at least $10.0 million in equity financing before December 1, 2015. This equity financing did not occur before December 1, 2015.

In January 2016, we executed Amendment 2 to the Loan Agreement, which increased the total facility available by $5.0 million to a total of $15.0 million and further delaying the start of principal payments to July 1, 2016. Following the Series D Preferred Stock financing in March 2016, we could have elected to further delay the start of principal payments until January 1, 2017, however we voluntarily began paying principal on July 1, 2016. Upon signing this amendment, we drew an additional $3.0 million under the debt facility. The remaining $2.0 million available for borrowing expired unused in 2016, decreasing the amounts available under the debt facility to $13.0 million.

In March 2017, we signed Amendment 3 to the Loan Agreement increasing the total facility available by $5.0 million to a total of $18.0 million. We had until February 28, 2018 to draw down from this additional available amount. As of March 31, 2018, we had not drawn any of this additional facility. Additionally, the lender may provide an optional term loan, solely at the lender’s discretion, for an incremental $5.0 million. We have until September 3, 2018 to request a draw down from this additional amount. As of March 31, 2018, we have not requested to draw any of this amount. Principal payments were delayed to March 1, 2018 and the loan maturity date was extended to March 1, 2019. The amendment did not affect the due date of the existingpayment, including end of term fees, ~~(in aggregate $0.5 million) which was due on February 1, 2018. In connection with this amendment, we issued Hercules a warrant~~of $2.0 million related to ~~purchase up to 38,828 shares of our Series D Preferred Stock at an exercise price of $3.67 per share. Upon closing of~~ the ~~IPO, this warrant was automatically converted into a warrant to purchase up to 12,080 shares of our common stock at an exercise price of $11.80 per share.~~loan agreement.

~~The Loan Agreement and amendments contain end of term payments and are recorded in the debt accounts. $0.5 million of end of term payments were paid in the first quarter of 2018.~~

The Loan Agreement contains negative covenants restricting our activities, including limitations on dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or making investments and certain other business transactions. There are no financial covenants associated with the Loan Agreement. The obligations under the Loan Agreement are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in our business, operations or financial or other condition, which is subjective in nature. We have determined that the risk of subjective acceleration under the material adverse events clause is not probable and therefore have classified the outstanding principal in current and long-term liabilities based on scheduled principal payments.

~~Debt principal repayments, including the end of term fees, due as of March 31, 2018 are (in thousands):~~

Years ending December 31:

Remainder of 2018

$
4,161

2019

4,430

$
8,591

Cash Flows

The following table presents our cash flows for each period presented (in thousands):


	Nine Months Ended September 30,
	2021		2020
Net cash used in operating activities	$	(37,615)	$	(28,019)
Net cash used in investing activities		(4,144)		(2,149)
Net cash provided by financing activities		271,646		94,160
Net increase in cash and cash equivalents	$	229,887	$	63,992

Three months ended
March 31,

2018

2017

Net cash used in operating activities

$
(10,061
)
$
(3,992
)
Net cash used in investing activities

(3,449
)
(167
)
Net cash provided by financing activities

(941
)
(949
)
Net decrease in cash and cash equivalents

$
(14,451
)
$
(5,108
)

Net Cash Used in Operating Activities

We derive cash flows from operations primarily from the sale of our products and services. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses to support the growth of our business. We have historically experienced negative cash flows from operating activities as we have developed our technology, expanded our business and built our infrastructure and this may continue in the future.

Net cash used in operating activities was ~~$10.1~~$37.6 million during the ~~three~~nine months ended ~~March 31, 2018. Net~~September 30, 2021. The net cash used in operating activities primarily consisted of the net loss of ~~$7.2~~$37.7 million offset by non-cash charges of $11.0 million of stock-based compensation expense and $3.6 million of depreciation and amortization expense. Cash used as a ~~decrease~~result of changes in ~~accounts payable~~operating assets and ~~accrued expenses~~liabilities of ~~$2.6 million. Other cash outflows including~~$15.6 million was primarily due to an increase in inventory of ~~$0.9~~$8.4 million, ~~an increase of prepaid~~a decrease in accrued compensation and benefits, other accrued expenses and other ~~expenses~~current liabilities of ~~$0.9~~$2.7 million, and ~~decrease in deferred revenue of $0.5 million are primarily offset by a decrease~~an increase in accounts receivable of ~~$1.1 million, non-cash stock compensation expense of $0.6 million and other non-cash adjustments of $0.3~~$1.6 million.

Net cash used in operating activities was ~~$4.0~~$28.0 million during the ~~three~~nine months ended ~~March 31, 2017. Net~~September 30, 2020. The net cash used in operating activities primarily consisted of athe net loss of ~~$6.4~~$21.7 million ~~primarily~~ offset by non-cash charges of $7.0 million of stock-based compensation expense and $3.2 million of depreciation and amortization expense. Cash used as a ~~$2.1~~result of changes in operating assets and liabilities of $17.5 million was primarily due to an increase in ~~deferred revenue.~~accounts receivable of $15.4 million, and an increase in inventory of $3.5 million.

Net Cash Used in Investing Activities

Historically, our primary investing activities have consisted of capital expenditures for the purchase of capital equipment to support our expanding infrastructure and work force. We expect to continue to incur additional costs for capital expenditures related to these efforts in future periods.

We used ~~$3.4~~$4.1 million of cash during the nine months ended September 30, 2021 primarily related to $11.2 million in purchases of property and equipment, offset by $7.0 million in grant proceeds related to WP2.

We used $2.1 million of cash in investing activities during the ~~three~~nine months ended ~~March 31, 2018 consisting~~September 30, 2020 for the purchase of ~~cash paid in the acquisition~~property and equipment

Table of ~~Aushon, net of cash acquired and for purchases of capital equipment to support our infrastructure.~~Contents

~~We used $0.1 million of cash in investing activities during the three months ended March 31, 2017 for purchases of capital equipment to support our infrastructure.~~

Net Cash Provided by Financing Activities

Historically, we have financed our operations principally through private placements of our ~~convertible preferred~~ stock, ~~and~~ borrowings from credit facilities, ~~the sale of shares of our common stock in our IPO~~ and revenues from our commercial operations.

~~We used $0.9~~Financing activities provided $271.6 million of cash ~~in financing activities~~ during the ~~three~~nine months ended ~~March 31, 2018, which was~~September 30, 2021, primarily ~~used~~from $269.7 million in ~~payments~~net proceeds from our underwritten public offering during the first quarter of ~~outstanding debt of $1.0~~2021, and $6.6 million ~~which was partially offset by~~in proceeds offrom common stock option exercises, ~~of $0.1~~offset by $5.7 million in payments on notes payable.

~~We used $0.9~~Financing activities provided $94.2 million of cash ~~in financing activities~~ during the ~~three~~nine months ended ~~March 31, 2017, which was~~September 30, 2020, primarily from ~~paydowns~~$91.4 million in net proceeds from our underwritten public offering during the third quarter of ~~outstanding debt.~~2020, and $1.9 million in proceeds from common stock option exercises.

Capital Resources

WeOther than the third quarter of 2020, since inception, we have ~~not achieved profitability on a quarterly or annual basis since our inception, and we expect to continue to incur~~incurred net losses, ~~in the future. We~~and we also expect that our operating expenses will increase as we continue to increase our marketing efforts to drive adoption of our commercial products. Additionally, as a public company, we have incurred and will continue to incur significant audit, legal and other expenses that we did not incur as a private company. Our liquidity requirements have historically consisted, and we

expect that they will continue to consist, of sales and marketing expenses, research and development expenses, working capital, debt service and general corporate expenses.

We believe cash generated from commercial sales, our current cash and cash equivalents, and interest income we earn on these balances will be sufficient to meet our anticipated operating cash requirements for at least the next 2412 months. In the future, we expect our operating and capital expenditures to increase as we increase headcount, expand our sales and marketing activities and grow our customer base. Our estimates of the period of time through which our financial resources will be adequate to support our operations and the costs to support research and development and our sales and marketing activities are forward-looking statements and involve risks and uncertainties and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in Item 1A, ~~“Risk Factors”~~"Risk Factors" of our ~~2017~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2020. We have based our estimates on assumptions that may prove to be wrong and we could utilize our available capital resources sooner than we currently expect. Our future funding requirements will depend on many factors, including:

· ~~market acceptance of our products, including the Quanterix SR-X that we launched in the fourth quarter of 2017;~~

· ~~the cost and timing of establishing additional sales, marketing and distribution capabilities;~~

· ~~the cost of our research and development activities;~~

· ~~the success of our existing collaborations and our ability to enter into additional collaborations in the future;~~

·
● market acceptance of our products, including our SP-X and HD-X instruments;
● the cost and timing of establishing additional sales, marketing and distribution capabilities;
● the cost of our research and development activities;
● our ability to enter into collaborations in the future, and the success of any such collaborations;
● the cost and timing of potential regulatory clearances or approvals that may be required in the future for our products;
● the effects of the COVID-19 pandemic; and
● the effect of competing technological and market developments.

If the conditions for raising capital are favorable, we may seek to finance future cash needs through public or private equity or debt offerings or other financings. On November 6, 2020, we filed an automatically effective shelf registration statement with the SEC. Each issuance of securities under the shelf registration statement will require the filing of a prospectus supplement identifying the amount and terms of securities to be issued. The registration statement does not limit the amount of securities that may be ~~required in the future for our products;~~issued thereunder. Our ability to issue securities is subject to market conditions and

· ~~the effect~~ other factors. This registration statement will expire on November 6, 2023, three years after its date of ~~competing technological and market developments.~~

Weeffectiveness. However, we cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to

Table of Contents

relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, we may have to delay development or commercialization of our products. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations.

~~Critical accounting policies, significant judgments,~~Contractual Obligations and ~~estimates~~Commitments

~~Business Combinations~~

~~Under the acquisition method~~As of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.

The Company typically uses the discounted cash flow method to value acquired intangible assets. This method requires significant management judgment to forecast future operating results and establish residual growth rates and discount factors. The estimates used to value and amortize intangible assets are consistent with the plans and estimates that are used to manage the business and are based on available historical information and industry estimates and averages. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could experience impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.

~~Our condensed consolidated financial statements~~September 30, 2021, there have been ~~prepared in accordance with U.S. GAAP. Preparation~~no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of ~~these statements requires management to make significant judgments~~Financial Condition and ~~estimates. Some~~Results of our accounting policies require estimates which may have a significant impact on amounts reported in these financial statements. A summary of our critical accounting policies and significant estimates may be foundOperations” included in our Annual Report on Form 10-K for ~~our fiscal~~the year ended December 31, ~~2017. Other than adoption of the business combination policy, there have been no other material changes to our critical accounting policies as disclosed in that report.~~2020.

~~Contractual Obligations and Commitments~~

In January 2018, we acquired Aushon Biosystems, Inc. and assumed lease obligations for facilities in Billerica, Massachusetts. Including these lease obligations, our contractual obligations as of March 31, 2018 were (in thousands):

Payments due by period

(in thousands)

Less than
1 Year

1 to 3
years

3 to 5
years

More than
5 years

Total

Contractual Obligations:(1)

Operating lease obligations

$
1,020

$
2,248

$
—

$
—

$
3,268

Principal payments

$
8,591

$
—

$
—

$
—

$
8,591

Acquisition payment

$
800

$
—

$
—

$
—

$
800

Total

$
10,411

$
2,248

$
—

$
—

$
12,659

~~Off-balance~~Off-Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.

Critical Accounting Policies, Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of assets and liabilities in our financial statements and accompanying notes. The most significant assumptions used in the financial statements are the underlying assumptions used in revenue recognition, fair value of assets acquired and liabilities assumed in acquisitions, and valuation of inventory. We base estimates and assumptions on historical experience when available and on various factors that we determined to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies and significant estimates that involve a higher degree of judgment and complexity are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, Significant Judgments and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2020. We are considered to be an “emerging growth company” (EGC) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Because the market value of our common stock that was held by non-affiliates exceeded $700 million as of June 30, 2021, we will cease to be an EGC as of December 31, 2021. As a result, starting in 2022, we will be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

There have been no material changes to our critical accounting policies and estimates as disclosed therein, with the exception of our adoption of recent accounting pronouncements, as discussed below.

Recent Accounting Pronouncements

Information concerning recently issued accounting pronouncements may be found in Note 2 to our unaudited condensed consolidated financial statements included in the quarterly report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At ~~March 31, 2018,~~September 30, 2021, there have been no material changes to the market risk information described under “Quantitative and Qualitative Disclosures About Market Risk” included in the Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2020.

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Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures.Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e)and 15d-15(e) of the Securities Exchange Act ~~Rules 13a-15(e) and 15d-15(e))~~of 1934, as amended (the Exchange Act) as of the end of the period covered by this Quarterly Report on Form10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC’s~~SEC’s rulesand forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Control over Financial Reporting.There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the three months ended ~~March 31, 2018~~September30,2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2020, filed with the ~~Securities and Exchange Commission~~SEC on March ~~19, 2018~~5, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

From January 1, 2018 through March 19, 2018 (the date we filed a registration statement on Form S-8), we issued an aggregate of 49,759 shares of common stock upon the exercise of options to certain of our employees and former employees under the 2007 Stock Option and Grant Plan, as amended. These issuances were exempt from registration under the Securities Act in reliance on Rule 701 promulgated under the Securities Act as offers and sales of securities under compensatory benefit plans and contracts relating to compensation in compliance with Rule 701.

On January 30, 2018, we issued a warrant to purchase 10,000 shares of common stock at an exercise price of $21.00 per share to a consultant. The warrant vests in full as of July 2, 2018 and terminates on January 2, 2023. The issuance of this warrant was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.

Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us. All certificates representing the securities issued in the transactions described above included appropriate legends setting forth that the securities had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the securities. There were no underwriters employed in connection with any of the transactions set forth above.

~~Use of Proceeds from Initial Public Offering of Common Stock~~

On December 11, 2017, we completed the initial public offering of our common stock, which resulted in the sale of 4,916,480 shares, including 641,280 shares sold by us pursuant to the exercise in full by the underwriters of their option to purchase additional shares in connection with the initial public offering, at a price to the public of $15.00 per share. The offer and sale of all of the shares in our initial public offering was registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-221475), which was declared effective by the SEC on December 6, 2017, and a registration statement on Form S-1 (File No. 333-221932) under Rule 462(b) of the Securities Act that became effective upon its filing. Following the sale of all of the shares in connection with the closing of our initial public offering, the offering terminated. J.P. Morgan Securities LLC, Leerink Partners LLC and Cowen and Company, LLC acted as joint book-running managers for the initial public offering. BTIG, LLC and Evercore Group L.L.C. acted as a co-managers.

We received approximately $65.6 million in net proceeds after deducting underwriting discounts and commissions and offering costs payable by us. As of March 31, 2018, we had used approximately $0.3 million of the net proceeds from the offering for: operating expenses, capital investments, debt payments and the acquisition of Aushon. None of the offering expenses consisted of direct or indirect payments made by us to directors, officers or persons owning 10% or more of our common stock or to their associates, or to our affiliates, and we have not used any of the net proceeds from the offering to make payments, directly or indirectly, to any such persons. There has been no material change in the planned use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC on December 7, 2017 pursuant to Rule 424(b)(4) under the Securities

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not ~~applicable.~~applicable

Table of Contents

Item 6. Exhibits

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

Exhibit

Number

Exhibit Description

~~Exhibit Description~~Filed
Herewith

Incorporated by
Reference herein from
Form or Schedule

~~Filed~~
~~Herewith~~Filing Date

~~Incorporated by~~
~~Reference herein from~~
~~Form or Schedule~~

~~Filing Date~~

SEC File/

Reg.

Number

~~4.1~~

~~Warrant Agreement, dated as of January 30, 2018, by and between the Registrant and Azul Divinal Consultoria Unipessoal LDA~~

~~10-K~~

~~3/19/18~~

~~001-38319~~

~~10.1~~

~~Letter Agreement, effective as of February 5, 2018, by and between the Registrant and Dawn Mattoon~~

~~10.2.1~~

~~Lease, dated September 24, 2007, between RAR2 Boston Industrial QRS-MA, Inc. and Aushon Biosystems, Inc.~~

~~10-K~~

~~3/19/18~~

~~001-38319~~

~~10.2.2~~

~~First Amendment, dated October 28, 2009, to Lease, dated September 24, 2007, between RAR2 Boston Industrial QRS-MA, Inc. and Aushon Biosystems, Inc.~~

~~10-K~~

~~3/19/18~~

~~001-38319~~

~~10.2.3~~

~~Second Amendment, dated September 23, 2015, to Lease, dated September 24, 2007, between RAR2 Boston Industrial QRS-MA, Inc. and Aushon Biosystems, Inc.~~

~~10-K~~

~~3/19/18~~

~~001-38319~~

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.1

Certifications of the ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

.INS

XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

.SCH

XBRL Taxonomy Extension Schema Document.

.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

.DEF

XBRL Taxonomy Extension Definition.

.LAB

XBRL Taxonomy Extension Label Linkbase Document.

~~.PRE~~

PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ ~~Management contract or compensatory plan or arrangement.~~Table of Contents

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

Dated: ~~May 15, 2018~~November 4, 2021	By:		/s/ E. Kevin Hrusovsky
		~~/s/~~	E. Kevin Hrusovsky
			Chairman ~~President~~ and Chief Executive Officer
			(principal executive officer)




Dated: ~~May 15, 2018~~November 4, 2021	By:	~~/s/ Joseph Driscoll~~
		/s/ ~~Joseph Driscoll~~Michael Doyle
			Michael Doyle
			Chief Financial Officer
			(principal financial officer and principal accounting officer)