UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2018

QUANTERIX CORPORATION

(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company 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

Item 1.02                                           Termination of a Material Definitive Agreement

On September 6, 2018, bioMérieux SA (“bioMérieux”) notified Quanterix Corporation (“Quanterix” or, the “Company”) that it was terminating the Amended and Restated License Agreement, effective December 22, 2016 (the “Agreement”), forfeiting any future IVD licensing rights to Quanterix’ Simoa technology and enabling Quanterix to consolidate and regain control of all Simoa IVD licensing and IP rights. This development provides Quanterix broader access and strategic optionality to the estimated $30 billion diagnostics market.

The material terms of the Agreement are set forth under Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 19, 2018, and are incorporated by reference herein.

bioMérieux owns approximately 2,055,632 shares of Quanterix common stock and remains an active customer of the Simoa technology.  There are no other material relationships or continuing obligations under the Agreement between Quanterix and bioMérieux.

On September 12, 2018, the Company issued a press release relating to this development. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01                                           Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

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

Date: September 12, 2018

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Exhibit 99.1

Quanterix Announces Termination of License Agreement with bioMérieux

Secures and Consolidates Unrestricted Rights for Simoa Technology in Diagnostics Market

Lexington, Mass. — September 12, 2018 — Quanterix Corporation (NASDAQ: QTRX), a company digitizing biomarker analysis with the goal of advancing the science of precision health, today announced the consolidation of their licensing position and the reestablishment of control of their intellectual property in the in vitro diagnostics (IVD) field.  The termination of the license agreement by bioMérieux reinstates to Quanterix all rights and privileges associated with its Simoa technology.

“While we have benefitted from our six-year strategic relationship with bioMérieux for commercializing Simoa into IVD markets, this development unlocks our long-term value creation opportunity in the estimated $30B IVD market,” said Kevin Hrusovsky, Chief Executive Officer, President and Chairman of Quanterix.  “Over the last several years we have built a formidable business and momentum in research use only (RUO) markets validating our technology’s disruptive potential in neurology, oncology, infectious disease, inflammation and immune disorders, while bioMérieux’s investments have been integral in advancing the Simoa technology in IVD.  Quanterix now has strategic optionality to capitalize on a broad range of IVD markets and opportunities beyond bioMérieux’s primary focus of infectious disease and immunology.  We look forward to continuing our close collaboration with bioMérieux as it remains one of our strongest customers for Simoa.”

About Quanterix

Quanterix is a company that’s digitizing biomarker analysis with the goal of advancing the science of precision health. The company’s digital health solution, Simoa, has the potential to change the way in which healthcare is provided today by giving researchers the ability to closely examine the continuum from health to disease. Quanterix’ technology is designed to enable much earlier disease detection, better prognoses and enhanced treatment methods to improve the quality of life and longevity of the population for generations to come. The technology is currently being used for research applications in several therapeutic areas, including oncology, neurology, cardiology, inflammation and infectious disease. The company was established in 2007 and is located in Lexington, Massachusetts. For additional Information, please visit https://www.quanterix.com.

Forward-Looking Statements

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

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

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Contacts:

Lindsay Poole

PAN Communications

617-502-4300

quanterix@pancomm.com