As filed with the Securities and Exchange Commission on May 10, 2022
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Quanterix Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 20-8957988 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 900 Middlesex Turnpike | ||
| Billerica, MA | 01821 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2017 Employee Stock Purchase Plan
2017 Employee, Director and Consultant Equity Incentive Plan
(Full title of the plans)
Dr. Masoud Toloue
President and Chief Executive Officer
Quanterix Corporation
900 Middlesex Turnpike
Billerica, MA 01821
(617) 301-9400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
|
William T. Whelan, Esq. Megan N. Gates, Esq. One Financial Center Facsimile: (617) 542-2241 |
John Fry, Esq. General Counsel Quanterix Corporation 900 Middlesex Turnpike Billerica, MA 01821 (617) 301-9400 |
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 x | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| Emerging growth company ¨ |
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 7(a)(2)(B) of the Securities Act. ¨ ¨
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 1,469,428 additional shares of common stock, par value $0.001 per share (“Common Stock”), of Quanterix Corporation (the “Registrant”) under the Registrant’s 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”) and 367,357 additional shares of Common Stock under the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”), representing increases in the number of shares of Common Stock reserved for issuance under each such plan, in each case effective January 1, 2022 by operation of the “evergreen” provision contained in the applicable plan. This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 of the Registrant relating to one or more employee benefit plans is effective (File Nos. 333-223771, 333-231373, 333-240420 and 333-256032). The information contained in the Registrant’s registration statement on Form S-8 (File No. 333-223771), except for “Item 5. Interests of Named Experts and Counsel” and “Item 8. Exhibits,” is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock registered under this Registration Statement has been passed upon for the Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Item 8. Exhibits.
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference herein from Form or Schedule |
Filing Date | SEC File/ Reg. Number | |||||
| 4.1 | Form of Common Stock Certificate of the Registrant | S-1 (Exhibit 4.1) |
11/9/2017 | 333-221475 | ||||||
| 4.2 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K (Exhibit 3.1) |
12/15/2017 | 001-38319 | ||||||
| 4.3 | Restated Bylaws of the Registrant | 8-K (Exhibit 3.2) |
12/15/2017 | 001-38319 | ||||||
| 4.4 | Description of Securities | 10-K (Exhibit 4.1) |
3/13/2020 | 001-38319 | ||||||
| 4.5 | Fourth Amended and Restated Stockholders Agreement, dated as of June 2, 2017, by and among the Registrant and the stockholders named therein | S-1 (Exhibit 4.7) |
11/9/2017 | 333-221475 |
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Billerica, Commonwealth of Massachusetts, on May 10, 2022.
| QUANTERIX CORPORATION | ||
| By: | /s/ Masoud Toloue | |
| Masoud Toloue | ||
| President and Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
Each of the directors and officers of Quanterix Corporation whose signature appears below hereby severally constitutes and appoints Masoud Toloue and John Fry and each of them singly, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for them and in their name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Quanterix Corporation, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ Masoud Toloue, Ph.D. |
President, Chief Executive Officer and Director (principal executive officer) |
May 10, 2022 | ||
| Masoud Toloue, Ph.D. | ||||
| /s/ Michael A. Doyle | Chief Financial Officer (principal financial officer and principal accounting officer) | May 10, 2022 | ||
| Michael A. Doyle | ||||
| /s/ E. Kevin Hrusovsky | ||||
| E. Kevin Hrusovsky | Executive Chairman | May 10, 2022 | ||
| /s/ Keith L. Crandell | Director | May 10, 2022 | ||
| Keith L. Crandell | ||||
| /s/ Sarah E. Hlavinka | Director | May 10, 2022 | ||
| Sarah E. Hlavinka | ||||
| /s/ Martin D. Madaus, Ph.D. | Director | May 10, 2022 | ||
| Martin D. Madaus, Ph.D. | ||||
| /s/ Paul M. Meister | Director | May 10, 2022 | ||
| Paul M. Meister | ||||
| /s/ Laurie J. Olson | Director | May 10, 2022 | ||
| Laurie J. Olson | ||||
| /s/ David R. Walt, Ph.D. | Director | May 10, 2022 | ||
| David R. Walt, Ph.D. |
Exhibit 5.1
 |
One Financial Center Boston, MA 02111 617 542 6000 mintz.com
|
May 10, 2022
Quanterix Corporation
900 Middlesex Turnpike
Billerica, MA 01821
Ladies and Gentlemen:
We have acted as legal counsel to Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,836,785 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), in accordance with the terms of the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan and the Company’s 2017 Employee Stock Purchase Plan (collectively, the “Plans”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plans.
Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Boston London Los Angeles New York San Diego San Francisco Washington
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ
May 10, 2022 |
 |
Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.
We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Employee Stock Purchase Plan and the 2017 Employee, Director and Consultant Equity Incentive Plan of Quanterix Corporation of our reports dated March 1, 2022, with respect to the consolidated financial statements of Quanterix Corporation and the effectiveness of internal control over financial reporting of Quanterix Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
May 10, 2022
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Quanterix Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||||
| Equity | Common Stock, par value $0.001 per share | 457(c) and 457(h) | 1,836,785 | (1) | $ | 22.635 | (2) | $ | 41,575,629 | $ | 0.0000927 | $ | 3,854.06 | |||||||||||
| Total Offering Amounts | $ | 41,575,629 | $ | 3,854.06 | ||||||||||||||||||||
| Total Fee Offsets | ||||||||||||||||||||||||
| Net Fee Due | $ | 3,854.06 | ||||||||||||||||||||||
| (1) | The number of shares of common stock, par value $0.001 per share (“Common Stock”), of Quanterix Corporation (the “Registrant”) stated above consists of an increase of 1,469,428 shares of Common Stock reserved for issuance under the Registrant’s 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”) and an increase of 367,357 shares of Common Stock reserved for issuance under the 2017 Employee Stock Purchase Plan (the “2017 ESPP,” and together with the 2017 Plan, the “Plans”), in each case by operation of the “evergreen” provision contained in the applicable plan. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and the low price of the Registrant’s Common Stock as reported on The Nasdaq Global Market as of a date (May 5, 2022) within five business days prior to filing this Registration Statement. |