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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): August 11, 2020

 

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:

 

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

 

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

 

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

 

¨ 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. ¨

 

 

 

 

 

 

Item 8.01              Other Events.

 

On August 11, 2020, Quanterix Corporation (the “Company”) issued a press release announcing that it had closed its previously announced public offering of 3,048,774 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase up to 397,666 additional shares of common stock, at a public offering price of $32.00 per share. The Company sold an aggregate of 3,048,774 shares of its common stock, with gross proceeds to the Company of approximately $97.6 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Company’s press release is filed 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

 

Exhibit
Number
  Description
     
99.1   Press Release of Quanterix Corporation, dated August 11, 2020.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: August 11, 2020

 

 

 

Exhibit 99.1

 

Quanterix Announces Closing of Public Offering

Including Exercise in Full of Underwriters’ Option

to Purchase Additional Shares

 

BILLERICA, Mass. (BUSINESS WIRE) — August 11, 2020— Quanterix Corporation (Nasdaq: QTRX), a company digitizing biomarker analysis to advance the science of precision health, today announced the closing of its previously announced underwritten public offering of 3,048,774 shares of its common stock at a public offering price of $32.00 per share, including 397,666 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. Gross proceeds from the sale of the shares, before deducting underwriting discounts and commissions and offering expenses, were approximately $97.6 million.

 

SVB Leerink and Cowen acted as joint bookrunning managers for the offering. Canaccord Genuity acted as co-manager for the offering.

 

The public offering was made pursuant to a shelf registration statement on Form S-3 that was previously filed with and declared effective by the Securities and Exchange Commission (“SEC”), as well as a related registration statement on Form S-3MEF filed with the SEC pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The final prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov, and copies of which can be obtained from SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA, 02110, by telephone at (800) 808-7525, ext. 6218 or by e-mail at syndicate@svbleerink.com, or Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by telephone at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com.

 

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

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.

 

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 press 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

 

Quanterix IR Contact:

Amol Chaubal, CFO, 617-301-9495

achaubal@quanterix.com

 

Quanterix PR Contact:

PAN Communications

Staci Didner, 617-502-4300

quanterix@pancomm.com