UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to §240.14a-12
QUANTERIX CORPORATION
(Name of Registrant as Specified In Its Charter)
KENT LAKE PARTNERS LP
KENT LAKE PR LLC
BENJAMIN NATTER
ALEXANDER G. DICKINSON
BRUCE FELT
HAKAN SAKUL
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
[_] Fee paid previously with preliminary materials.
[_] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Kent Lake Partners LP (“Kent Lake Partners”) has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes in connection with its opposition to proposals to be presented at a special meeting of stockholders (the “Special Meeting”) of Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the Company’s agreement and plan of merger (the “Merger”) with Akoya Biosciences, Inc. Kent Lake Partners, together with the other Participants (as defined below), also intends to file a preliminary proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit votes for, among other matters, the election of its slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”).
On April 24, 2025, Kent Lake Partners issued additional information in response to questions that they have received when talking to stockholders of the Company regarding the Merger, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.
Certain Information Concerning the Participants
Kent Lake Partners LP (“Kent Lake Partners”) has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes in connection with its opposition to proposals to be presented at a special meeting of stockholders (the “Special Meeting”) of Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the Company’s agreement and plan of merger (the “Merger”) with Akoya Biosciences, Inc. Kent Lake Partners, together with the other Participants (as defined below), also intends to file a preliminary proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit votes for, among other matters, the election of its slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”).
KENT LAKE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING ITS GOLD PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation against the Merger in connection with the Special Meeting are anticipated to be Kent Lake Partners, Kent Lake PR LLC (“Kent Lake PR”) and Benjamin Natter (collectively, the “Kent Lake Parties”). The participants in the proxy solicitation in connection with the Annual Meeting are anticipated to be the Kent Lake Parties and Alexander G. Dickinson, Bruce Felt and Hakan Sakul (the “Kent Lake Nominees” and collectively with the Kent Lake Parties, the “Participants”).
As of the date hereof, Kent Lake Partners directly beneficially owned 3,001,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”). Kent Lake PR, as the investment adviser and as the general partner to Kent Lake Partners, may be deemed to beneficially own the 3,001,000 shares of Common Stock beneficially owned by Kent Lake Partners. Mr. Natter, as the Managing Member of Kent Lake PR, may be deemed to beneficially own the 3,001,000 shares of Common Stock beneficially owned by Kent Lake Partners. None of the Kent Lake Nominees beneficially own any shares of Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed.
Exhibit 1
Kent Lake Q&A with Investment Community
April 24, 2025
| Q. | How did sell-side analysts interpret the market’s reaction to the merger announcement? |
| A. | On the Q4 2024 earnings call (March 17, 2025), CEO Masoud Toloue was specifically asked about the market’s negative reaction to the merger announcement. He blamed Quanterix’s share price decline on an “NIH-pressured environment.”1 |
In contrast to Dr. Toloue’s comments, subsequent sell-side research acknowledges that stock price pressure is the result of investor reaction to the proposed merger with Akoya Biosciences.
In fact, the covering analyst at Leerink Partners specifically notes investor feedback indicating that cancellation of the merger could serve as a positive catalyst for the stock, while Canaccord Genuity reports that Quanterix investor sentiment on the Merger is “negative.”
1 Dr. Toloue on the Q4 2024 Earnings Call: “I think a majority of the pressure you see on Quanterix or other companies is exactly hey, tools are indexed to academia, and there tends to be -- or it looks like some paralysis in the market on spending in academia, and I think that's what you're seeing across the board versus sentiment on the deal.”
| Q. | Were there indications or rumors suggesting Quanterix was viewed as a potential acquisition target by strategic buyers, especially after proteomics peer company Olink was acquired? |
| A. | Sell-side analyst commentary immediately following the Olink M&A announcement suggests that Quanterix should now be viewed as an attractive M&A target for a strategic: |
Quanterix and Olink are both pure-play proteomics companies and Quanterix was included in the Olink peer group used for valuation comparison by Cannacord Genuity analysts.
Interestingly, in Quanterix’s S-4, the Background of the Merger section discloses that the original Quanterix Transaction Committee was formed on October 17, 20232, with the purpose of evaluating strategic alternatives – the same day Thermo Fisher (TMO) announced its intention to acquire Olink (f/k/a OLK)3. Notably, two of the four members of that original Transaction Committee resigned from the Quanterix Board within the following nine months.4
| Q. | Given the multiple compression among Life Science Tools & Services peers following the merger announcement, why is a valuation of at least 1x TEV/Sales justified for Quanterix as a standalone company. How do we know that Quanterix trading below cash represents the market’s view of impending value destruction due to the AKYA Merger? |
| A. | While NIH funding uncertainty has driven a sector-wide revaluation, Life Science peers have seen EV/Sales multiples compress by -33% on average. By contrast, Quanterix’s multiple has declined over -140% and now trades at a negative enterprise value. A peer- |
2 See Quanterix Form S-4, dated February 13, 2025, Background of the Merger, pg. 132.
3 See Thermo Fisher Scientific press release, dated October 17, 2023, Thermo Fisher Scientific to Acquire Olink, a Leader in Next-Generation Proteomics
4 See Quanterix Form S-4, dated February 13, 2025, pg. 90.
average -33% reduction on Quanterix’s unaffected EV/Sales multiple (1.5x) would imply Quanterix should trade at 1.0x LTM Revenue, or over $10 per share.
| Selected Publicly-Traded Companies | ||||
| Company | TEV / LTM Revenue (01/08/25) | TEV / LTM Revenue (4/15/25) | Multiple Chg. (%) | Share Price Close (4/15/25) |
| 10x Genomics, Inc. (TXG) | 2.5x | 1.1x | -56% | $7.68 |
| Cytek Biosciences, Inc. (CTKB) | 3.1x | 1.1x | -65% | $3.70 |
| Oxford Nanopore Technologies plc (LSE:ONT) | 6.1x | 4.9x | -19% | $1.18 |
| Pacific Biosciences of California, Inc. (PACB) | 6.2x | 4.3x | -30% | $1.14 |
| Standard BioTools Inc. (LAB) | 2.4x | 1.0x | -58% | $1.19 |
| Twist Bioscience Corporation (TWST) | 8.0x | 6.6x | -18% | $34.56 |
| Peer Average Multiple | 4.7x | 3.2x | -33% | |
| Quanterix Corporation (QTRX) | 1.5x | -0.4x | -130% | $5.36 |
| Quanterix at Peer Average Multiple | 3.2x | $18.15 | ||
| % Upside (Downside) | 239% | |||
| Quanterix at Peer Average Multiple Reval. | 1.0x | -33% | $10.44 | |
| % Upside (Downside) | 95% | |||
| Q. | What is Quanterix’s history of achieving guidance, and how does that inform your view that the future projections in the Company’s S-4 are unrealistic? |
| A. | Quanterix never provided guidance prior to 2022. Over the past three years, Quanterix has fallen short of revenue guidance in two out of the three years (2022, 18% shortfall and 2024, 3% shortfall), and exceeded guidance in one year (2023, 15% beat). |
However, we think there is a big difference between the annual guidance that Quanterix gives, and the clearly unrealistic projections that underpin the Merger in the Company S-4.5 This is evident by the stark difference in Quanterix’s growth rates over the past four years versus the growth rates assumed in the S-4. In the four years, 2022 through 2025, Quanterix has grown revenue at a compounded annual rate of 6%6.
5 See Quanterix Form S-4, dated February 13, 2025, pp. 170–171.
6 2025 revenue based on S&P Capital IQ Consensus as of 4/23/25.
In the S-4, Quanterix management projects 2030 revenue of $1.022 billion, compared to 2025 guidance midpoint of $143 million,7 which means Quanterix management is projecting that they will grow the stand-alone Quanterix business at a compounded annual rate of 48% for the five years 2026 through 2030, a growth rate that is 8x higher than their recent historical growth rate of 6%.
Quanterix’s S-4 projected revenue in 2030 of $1.022 billion is also orders of magnitude higher than the sell-side analyst consensus of $293 million,8 further evidence that management projections underpinning the Merger are unrealistic.
On a smaller scale, the unreliable nature of the S-4 projections is already evident in 2025, with management guidance for revenue falling short of their S-4 projections of $155 million by 8%.9
7 See Company Amendment No. 3 to Form S-4, dated April 10, 2025, pg. 154.
8 S&P Capital IQ Consensus as of 4/23/25
9 See Company Amendment No. 3 to Form S-4, dated April 10, 2025, pg. 154.