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): July 25, 2019

 

QUANTERIX CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38319

 

20-8957988

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

900 Middlesex Turnpike
Billerica, MA

 

01821

(Address of principal executive offices)

 

(Zip Code)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbols(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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.07                   Submission of Matters to a Vote of Security Holders.

 

At the 2019 Annual Meeting of Stockholders of Quanterix Corporation (the “Company”) held on July 25, 2019 (the “Annual Meeting”), the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 6, 2019 (the “Proxy Statement”): (1) to elect Marijn Dekkers, Ph.D., Sarah E. Hlavinka and David R. Walt, Ph.D. as Class II directors to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2022, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal (“Proposal 1”); and (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal 2”).

 

The tabulation of votes with respect to the proposals at the Annual Meeting was as follows:

 

Proposal 1 — Election of Directors:

 

 

 

For

 

Withheld

 

Broker Non-Votes

Marijn Dekkers, Ph.D.

 

16,156,562

 

869,366

 

4,323,565

Sarah E. Hlavinka

 

16,998,705

 

27,223

 

4,323,565

David R Walt, Ph.D.

 

15,378,195

 

1,647,733

 

4,323,565

 

Proposal 2 — Ratification of Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

21,318,236

 

27,748

 

3,509

 

Item 8.01              Other Events.

 

On July 26, 2019, Quanterix Corporation issued a press release announcing the election of Sarah E. Hlavinka to its Board of Directors.  A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated July 26, 2019.

 

2


 

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 hereunto duly authorized.

 

 

 

QUANTERIX CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Amol Chaubal

 

 

 

Amol Chaubal

 

 

 

Chief Financial Officer

 

 

 

 

Date: July 26, 2019

 

 

 

 

3


Exhibit 99.1

 

 

Sarah Hlavinka Elected to Quanterix Board of Directors

 

Adds broad-based experience growing and scaling multi-billion-dollar international companies

 

Billerica, Mass. — July 26, 2019 — Quanterix Corporation (NASDAQ:QTRX), a company digitizing biomarker analysis with the goal of advancing the science of precision health, today announced it has further strengthened its Board of Directors with the election of Sarah Hlavinka by the Company’s shareholders.  Hlavinka succeeds Douglas G. Cole, M.D., who did not stand for re-election.

 

Hlavinka brings to the Quanterix Board more than 25 years of experience as a senior advisor and business executive growing and scaling a variety of enterprises in the IT, service, manufacturing and healthcare industries. She currently serves as senior vice president and general counsel at Itron (NASDAQ: ITRI), which enables utilities and cities to safely, securely and reliably deliver critical infrastructure services to communities in more than 100 countries.

 

“We are pleased to welcome Sarah to our Board as we continue to scale the business aggressively and capture the imagination of researchers and the broader precision health community,” said Kevin Hrusovsky, Chief Executive Officer, President and Chairman of Quanterix. “We believe her financial acumen, expertise in corporate governance, and rich business experience across a range of industries is a valuable addition to our very skilled and knowledgeable Board as Quanterix continues to capitalize on the incredible market opportunity ahead.  We would also like to thank Doug for his extraordinary service to Quanterix. He has been an invaluable advisor and an important part of our Company’s success.”

 

Prior to Itron, Hlavinka served as executive vice president, general counsel and secretary at Xerox Corporation. Previously, she has served in various corporate legal roles in companies including Fisher Scientific International, Benchmark Electronics, Hewlett Packard Company and Cooper Industries. Hlavinka earned her B.A. in History, Spanish Minor from Texas A&M University and received her law degree from the University of Texas School of Law.

 

“I am excited to join Quanterix’ Board of Directors at a time of such rapid ascension for the company and when biomarker research is on the cutting edge of revolutionizing healthcare,” said Hlavinka. “I believe that under Kevin’s leadership the company is uniquely positioned to continue disrupting the market and look forward to applying my experience across the technology and healthcare sectors to this outstanding Board.”

 

At its Annual Meeting, the Company’s shareholders re-elected Marijn Dekkers, Ph.D., and David R. Walt, Ph.D. as members of the Board.

 

Learn more here: www.quanterix.com/about.

 

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 Billerica, 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.

 

Contacts:

Molly Golden

PAN Communications

617-502-4300

quanterix@pancomm.com

 

***

 

Cited Resources: Sarah Hlavinka

·                  https://www.linkedin.com/in/sarah-elizabeth-hlavinka-1467416b/

·                  https://www.itron.com/na/newsroom/news-articles/2018/08/06/itron-appoints-sarah-hlavinka-as-senior-vice-president-and-general-counsel

·                  https://law.utexas.edu/cwil-power-summit/sarah-hlavinka/

·                  https://www.bloomberg.com/profile/person/16037539