XML 35 R11.htm IDEA: XBRL DOCUMENT
v3.25.4

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisition | Note 3. Acquisitions Akoya Biosciences, Inc. On July 8, 2025 (the "Akoya Closing Date"), the Company completed the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025, by and among the Company, Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Akoya Biosciences, Inc., a Delaware corporation. On the Akoya Closing Date, Wellfleet Merger Sub, Inc. merged with and into Akoya (the "Merger"), with Akoya surviving the Merger as a wholly owned subsidiary of the Company. Akoya is a life sciences technology company based in Marlborough, Massachusetts delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics. The acquisition is part of the Company's plans to establish an ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of laboratory service offerings. Total Consideration Transferred The following table presents the fair value of the consideration transferred for the Merger as of the Akoya Closing Date (in thousands, except for exchange ratio and stock price):
Total Akoya common stock and equity instruments outstanding as of July 7, 2025 to be converted | 51,136 |
Exchange ratio | 0.147 |
Total shares of Quanterix common stock to be issued | 7,517 |
Quanterix stock price per share as of the Akoya Closing Date | $ | 6.54 |
Fair value of Akoya common stock and equity instruments converted to Quanterix common stock | $ | 49,161 |
Cash consideration paid (1) | $ | 18,942 |
Cash paid for debt extinguishment (2) | $ | 82,131 |
Fair value of replacement equity awards attributable to pre-acquisition service (3) | $ | 739 |
Total fair value of consideration transferred | $ | 150,973 |
(1) Represents cash consideration paid to Akoya stockholders, including fractional shares, of $0.37 per share of Akoya common stock. (2) Represents the repayment of Akoya’s long-term debt upon closing of the acquisition, including $7.0 million of early termination, legal, and prepayment fees. (3) Represents the fair value of certain equity-based awards held by Akoya employees prior to the acquisition date that have been replaced with Quanterix equity-based awards. The portion of these awards that relates to services performed prior to the acquisition date are included within the purchase price. Upon completion of the Merger, the Company assumed Akoya's stock incentive plans. All Akoya RSUs that were outstanding immediately prior to the completion of the Merger were automatically adjusted by an exchange ratio and converted into a RSU award covering shares of the Company's common stock on the same terms and conditions, including continuing vesting requirements. Preliminary Allocation of Purchase Price The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
| As of September 30, 2025 |  | Measurement Period Adjustments (1) |  | As of December 31, 2025
Assets: |  |  |  |  |
Cash and cash equivalents | $ | 16,108 |  |  | $ | — |  |  | $ | 16,108 |
Accounts receivable, net of allowance for expected credit losses | 8,616 |  |  | — |  |  | 8,616 |
Inventory | 25,800 |  |  | — |  |  | 25,800 |
Prepaid expenses and other assets | 5,483 |  |  | — |  |  | 5,483 |
Property and equipment, net | 12,087 |  |  | — |  |  | 12,087 |
Intangible assets | 121,800 |  |  | — |  |  | 121,800 |
Goodwill (2) | 23,460 |  |  | 2,916 |  |  | 26,376 |
Operating lease right-of-use assets | 4,585 |  |  | — |  |  | 4,585 |
Finance lease right-of-use assets | 1,041 |  |  | — |  |  | 1,041 |
Total assets acquired | 218,980 |  |  | 2,916 |  |  | 221,896 |
Liabilities: |  |  |  |  |
Accounts payable | 8,266 |  |  | — |  |  | 8,266 |
Accrued expenses and other liabilities | 34,206 |  |  | 2,916 |  |  | 37,122 |
Deferred revenue | 18,879 |  |  | — |  |  | 18,879 |
Operating lease liabilities | 5,616 |  |  | — |  |  | 5,616 |
Finance lease liabilities | 1,040 |  |  | — |  |  | 1,040 |
Total liabilities assumed | 68,007 |  |  | 2,916 |  |  | 70,923 |
Net assets acquired | $ | 150,973 |  |  | $ | — |  |  | $ | 150,973 |
(1)The Company recorded a measurement period adjustment resulting from new information obtained related to an off-market liability and related tax impacts. (2)Goodwill represents the estimated fair value of the expected synergies from combining Akoya with Quanterix, as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes and has been fully assigned to the Akoya reporting unit. The determination of the fair values the assets acquired and liabilities assumed involves significant judgment in selecting inputs used in the valuation methodologies, including, but not limited to, projected revenues and expenses, future changes in technology, estimated selling prices, replacement costs or margins, customer attrition rates, covenants not to compete, obsolescence of developed technologies, the likelihood and timing of achieving milestones or performance targets, discount rates, and assumptions about the period of time a brand will continue to be used. The use of different estimates could produce different results. The purchase price allocation set forth above is preliminary as the Company continues to obtain information to complete the purchase price allocation. Intangible Assets The preliminary fair value of the intangible assets acquired as of the acquisition date was as follows (in thousands):
| Preliminary Fair Value
Definite-lived intangible assets: |
Developed technology | $ | 99,600 |
Customer relationships | 2,900 |
Total definite-lived intangible assets | 102,500 |
Indefinite-lived intangible assets: |
In process research and development | 19,300 |
Total intangible assets | $ | 121,800 |
The total weighted-average useful life of acquired, definite-lived intangible assets was 9.6 years at acquisition. In determining the fair values, management primarily relied on income based approaches using Level 3 inputs. A multi-period excess earnings valuation methodology was used for the developed technology and IPR&D intangible assets, and a distributor method was used for the customer relationships intangible. These income approaches required the use of estimates including: projected revenues and expenses related to the particular asset, obsolescence rates, customer retention rates, discount rates, and certain published or readily available industry benchmark data. In establishing the estimated useful life of each definite-lived intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model. Off-Market Customer Contract The Company assessed the unfavorable terms of an acquired contract between Akoya and a customer and recorded a $16.7 million off-market liability as of the acquisition date. The Company determined the preliminary fair value of the off-market component based on an income approach using Level 3 inputs. This income approach required the use of estimates including: projected revenue, expected profit margin, and a discount rate. The off-market liability is a non-cash balance that will be recognized into revenue as the Company satisfies the associated performance obligation. During the year ended December 31, 2025, the Company recognized $2.7 million of non-cash revenue from the amortization of the off-market liability. Financial Results The operating results of Akoya have been included in the Company's financial statements since the acquisition date. For the year ended December 31, 2025, the acquisition added $33.7 million of revenue to total revenues and a loss of $12.0 million to net loss. The unaudited pro forma financial information presented below was derived from historical financial records of Quanterix and Akoya and presents the operating results for the periods presented as if the acquisition occurred on January 1, 2024 (in thousands):
| Year Ended December 31,
| 2025 |  | 2024
Revenues | $ | 174,269 |  |  | $ | 216,145 |
Net loss | $ | (135,454) |  |  | $ | (96,919) |
The unaudited pro forma financial information has been prepared in accordance with U.S. GAAP and includes adjustments primarily to reflect (1) additional amortization expense for the acquired intangible assets, (2) additional amortization of the fair value increases of acquired inventory and property and equipment, (3) elimination of interest expense from the repayment of Akoya’s long-term debt, and (4) recognition of additional non-cash revenue from the amortization of an off-market liability. Accordingly, the unaudited pro forma financial information are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2024, nor are they indicative of future results. Emission, Inc. On January 8, 2025 (the "Emission Closing Date"), the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc. ("Emission"), a life sciences manufacturing company based in Georgetown, Texas. Emission produces large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads these proprietary beads. The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation platforms and expansion into a new multi-plex market segment targeting third-party original equipment manufacturer customers. Total Consideration Transferred The following table summarizes the fair value of the aggregate consideration paid or payable for Emission as of the Emission Closing Date (in thousands):
Cash paid (1) | $ | 8,997 |
Holdback (2) | 1,000 |
Contingent consideration (3) | 6,612 |
Total fair value of consideration transferred | $ | 16,609 |
(1)Cash paid represents the contractual amount paid on the Emission Closing Date. Cash acquired was not material. (2)The holdback is expected to be paid during the first quarter of 2026 and is subject to applicable adjustments. (3)The acquisition includes contingent consideration discussed in the section titled "Contingent Payments". Contingent Payments The Emission transaction included two arrangements that result in additional cash payments to the seller. An additional $10.0 million was paid in the forth quarter of 2025 upon completion of certain technical milestones ("Earnout 1") and up to $50.0 million could be payable based on the amount and timing of certain performance targets over a five year period ending December 31, 2029 ("Earnout 2"). Under ASC 805, the Company determined Earnout 1 was compensation expense and was recognized separately from the business combination. In accordance with ASC 710 - Compensation, Earnout 1 was recognized over the period certain technical requirements were transferred and certain milestones were achieved. During the year ended December 31, 2025, the Company recorded $5.1 million in research and development and $4.9 million in selling, general and administrative on the Consolidated Statements of Operations related to Earnout 1. The fair value of Earnout 2 on the acquisition date was $6.6 million, which represents purchase price and is included in the accounting for the business combination. Monte-Carlo simulations were used to determine the fair value, including the following significant unobservable inputs: projected revenue, a risk adjusted discount rate, and revenue volatility. Refer to Note 8 - Fair Value of Financial Instruments for further discussion. Allocation of Purchase Price The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Assets: |
Cash and cash equivalents | $ | 43 |
Accounts receivable, net of allowance for expected credit losses | 49 |
Inventory | 307 |
Intangible asset (1) | 12,900 |
Goodwill (2) | 6,374 |
Total assets acquired | 19,673 |
Liabilities: |
Accounts payable | 57 |
Deferred tax liability (3) | 3,007 |
Total liabilities assumed | 3,064 |
Net assets acquired | $ | 16,609 |
(1)The acquired intangible asset is finite-lived, represents developed technology, and has an estimated useful life of 14 years. The determination of the fair value of the definite-lived intangible asset required management judgment and the consideration of a number of factors. In determining the fair value, management primarily relied on a multi-period excess earnings valuation methodology. This methodology required the use of estimates including: projected revenues related to the particular asset, its obsolescence rate, royalty, margin, and discount rates, and certain published or readily available industry benchmark data. In establishing the estimated useful life of the acquired intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model. (2)Goodwill represents the estimated fair value of the expected synergies from combining Emission with Quanterix, as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes. During the second quarter of 2025 the Company recorded an impairment charge related to this goodwill (refer to Note 4 - Goodwill & Intangible Assets). (3)Recorded in other non-current liabilities on the Consolidated Balance Sheets. The operating results of Emission have been included in the Company's financial statements since the acquisition date and are not material to the Company's consolidated financial results. No measurement period adjustments have been recorded since the Emission Closing Date. Call Option Agreement In connection with the closing of the acquisition of Emission, the Company entered into a call option agreement (the "Option Agreement"), in which the Emission selling shareholders have the right to repurchase all of the outstanding capital stock of Emission for $10.0 million after five years if Emission’s revenues do not exceed $5.0 million in any one year during such five-year period. If the Emission selling shareholders exercise the right to repurchase Emission, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products. The Company determined that the call option is embedded in the purchased shares of Emission and does not require separate accounting unless exercised. Acquisition Costs Acquisition costs related to the Company's business combinations were $12.4 million and $1.1 million for the year ended December 31, 2025 and 2024, respectively, and are recorded in selling, general and administrative in the Consolidated Statements of Operations.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combination. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-8 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 38 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-38 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 46 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-46 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 43 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-43 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 45 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-45 Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-3 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-3 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-2 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-2 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-4 Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-4 Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 40 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479326/805-40-45-1 Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-30/tableOfContent Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-20/tableOfContent Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-7 Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-5 Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-10/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration