Latest news with #Toloue
Yahoo
23-05-2025
- Business
- Yahoo
Kent Lake Responds to Quanterix's Post-Effective Amendment and Akoya's Superior $1.40-per-Share Alternative Proposal
RINCON, Puerto Rico, May 23, 2025 /PRNewswire/ -- Kent Lake PR LLC ("Kent Lake"), a holder of approximately 6.9% of the outstanding common stock of Quanterix Corporation ("Quanterix" or the "Company") (NASDAQ: QTRX), today issued the following statement regarding the Company's Post-Effective Amendment to its S-4 registration statement and Akoya Biosciences' ("Akoya") (NASDAQ: AKYA) disclosure of an unsolicited all-cash offer at $1.40-per-share. "Quanterix's amended merger terms (the "Amended Merger Agreement"), structured to avoid a shareholder vote, already commit the company to pay $20 million in cash alongside 8.4 million newly issued shares in its misguided pursuit of Akoya. On May 20, 2025, Akoya disclosed an unsolicited third-party all-cash tender offer at $1.40-per-share, a 22% premium over Akoya's 30-day VWAP and Quanterix's implied offer price under the Amended Merger Agreement. To match this clearly superior proposal, Quanterix would need to increase its cash consideration by an additional $20 million. The Quanterix Board must not double down on this value-destructive merger. At approximately $4.75-per-share, Quanterix trades at a material discount to its net cash position, reflecting investor concerns over the significant value destruction resulting from this transaction. The post-effective amendment filed by Quanterix clearly acknowledges stockholder opposition as a key driver behind renegotiating the merger terms, ultimately leading to the removal of the shareholder voting requirement:1 "…Dr. Toloue had communicated…that some of Quanterix's largest stockholders expressed concerns that the market had deteriorated…and, as a result, no longer intended to vote in favor of the share issuance contemplated in the Original Merger Agreement." "Representatives of Spotlight conveyed their estimation that the likelihood of obtaining Quanterix stockholder approval for the share issuance on the terms set forth in the Original Merger Agreement was low." "…the Akoya Strategic Transactions Committee discussed the high degree of risk that the conditions to the closing of the transaction, on the terms contemplated in the Original Merger Agreement, would not be satisfied, and therefore that the transaction would not be consummated." At this point, we believe the pursuit of an alternative competitive proposal by the Quanterix Board would place Quanterix's balance sheet at significant risk. Dr. Toloue promises the combined company will break even in 2026, but his projections have already been missed twice in 2025 and cannot be relied upon. Simple math does not support his claims for break-even in 2026, given the combined companies are currently burning over $80 million. Even if he achieves the $55 million in synergies he promises, it will still leave Quanterix burning $25 million in 2026. Counting on significant revenue growth in 2026 is far too risky given the proposed 2026 NIH budget cuts. If Quanterix raises its cash offer for Akoya, that will create significant balance sheet risk during a period of industry turmoil and would represent a fiduciary breach by the Quanterix Board. Additionally, if the Board further pursues Akoya, they should understand they are doing so against the will of their own shareholders. Quanterix currently has an enterprise value of negative $80 million. While Dr. Toloue continues to blame the macro environment for Quanterix's share price decline, we challenge him to identify any other life science tools company generating over $100 million in revenue and trading at a negative enterprise value. This proves that investors see value destruction, not value creation, in the Akoya deal. If the Board chooses to ignore this strong market signal yet again, it demonstrates they are continuing to act against the expressed views of their largest shareholders, as well as the market overall. In response to this clearly superior third-party proposal for Akoya, we call upon the Quanterix Board to allow Akoya to accept a superior proposal without increasing the purchase consideration offered by Quanterix. Increasing the Akoya purchase consideration in any way while simultaneously denying Quanterix shareholders their right to vote on the Merger, which the Board knows Quanterix shareholders do not support, and puts Quanterix's balance sheet further at risk, would represent a breach of fiduciary duty. Additionally, if the Quanterix Board undervalues their own shares to such an extent that they are willing to weaken their balance sheet significantly and issue shares at a negative enterprise value to acquire a struggling Akoya, they should instead run a strategic alternatives process on Quanterix and sell the company to the highest bidder." About Kent Lake Kent Lake Partners LP is an investment fund founded by Ben Natter in 2019 with a focus on small and mid-capitalization public equities, particularly in the healthcare space. Mr. Natter has over a decade of successful public healthcare equity investing experience. Certain Information Concerning the Participants Kent Lake Partners LP ("Kent Lake Partners"), together with the other Participants (as defined below), intends to file a preliminary proxy statement and an accompanying GOLD universal proxy card with the Securities and Exchange Commission ("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 Quanterix Corporation, a Delaware corporation (the "Company"). KENT LAKE PARTNERS 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 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 are currently anticipated to be Kent Lake Partners, Kent Lake PR LLC ("Kent Lake PR") and Benjamin Natter (collectively, 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 2,688,472 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 2,688,472 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 2,688,472 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. Investor Contacts Ben Natter, 415-237-0007 info@ Saratoga Proxy Consulting LLC John Ferguson / Ann Marie Mellone 212-257-1311 / 888-368-0379 info@ 1 Amended Background to the Merger, beginning on page 222 of the Post-Effective Amendment, filed May 21, 2025. View original content: SOURCE Kent Lake PR LLC Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
12-05-2025
- Business
- Business Wire
Quanterix Releases Financial Results for the First Quarter of 2025
BILLERICA, Mass.--(BUSINESS WIRE)--Quanterix Corporation (NASDAQ: QTRX), a company fueling scientific discovery through ultra-sensitive biomarker detection, today announced financial results for the first quarter ended March 31, 2025. "During a time when market resource constraints threaten to slow scientific progress, we remain committed to keeping the innovation engine moving forward,' said Masoud Toloue, CEO of Quanterix. "Today, we are excited to announce a major advance: through a new early-access program, Simoa® ONE assay kits will become compatible with over 20,000 existing flow cytometers worldwide—significantly reducing the need for capital equipment purchases by current and future customers. This leap is enabled by a breakthrough in reagent design: Simoa's digital, ultra-sensitive detection now operates with kinetic dye-encoded beads, dramatically expanding our reach to an installed base more than twenty times the size of our own. We are democratizing access to ultrasensitive biomarker detection by meeting researchers where they are—a major step forward in our mission to bring Simoa to all labs." Toloue continued, "Following a solid first quarter that exceeded our expectations, we are proactively positioning the company for long-term success. In light of ongoing market headwinds, we are taking a disciplined approach to guidance and implementing targeted cost reductions of approximately $30 million annually. These actions strengthen our path to generate positive cash flow by 2026, reinforce our commitment to sustainable innovation-driven growth, and help to streamline our coming integration with Akoya Biosciences." First Quarter Financial Highlights Revenue of $30.3 million, a decrease of 5% compared to $32.1 million in the prior year. GAAP gross margin of 54.1%, as compared to 57.8% in the prior year. Adjusted gross margin (non-GAAP) of 49.7% as compared to 51.2% in the prior year. Net loss of $20.5 million, compared to a net loss of $11.2 million in the prior year. The Company ended the first quarter with $269.5 million of cash, cash equivalents, marketable securities, and restricted cash, representing a use of cash of approximately $22 million. During the quarter, Quanterix incurred $13.2 million of cash expenses relating to the EMISSION acquisition, Akoya deal expenses and the Company's previous restatement. Excluding these payments, adjusted cash burn in the quarter was $9.0 million, compared to adjusted cash burn of $19.4 million in the prior year. Operational and Business Highlights ARUP Laboratories, a leading national reference laboratory in the United States announced they will now offer a pTau217 blood test for Alzheimer's disease using the Quanterix platform and assay kit. Received Proprietary Laboratory Analysis (PLA) codes for LucentAD® and LucentAD Complete tests, with pricing expected in the third quarter of 2025. Launched a new dried blood spot (DBS) extraction kit, expanding the Simoa assay portfolio with a less invasive, more cost-effective method for detecting low-abundance biomarkers- expanding access to high-sensitivity testing in a broader range of settings Amended the merger agreement with Akoya Biosciences, reducing the equity value of the transaction by 67% and increasing Quanterix shareholder ownership from 70% to 84% post-closing. The transaction is expected to close in June 2025. Implementing cost reduction initiatives to achieve $30 million in annual savings. This is a first step toward generating positive cash flow by 2026 with a cash balance in excess of $100 million. 2025 Full Year Business Outlook In assessing recent cuts to academic research funding, biopharma spending patterns, and tariffs, for 2025, on a standalone basis excluding the planned acquisition of Akoya, the Company expects to report revenues in a range of $120 million to $130 million, which represents a year-over-year revenue decline of 5% to 13%. This estimate excludes revenue from Lucent Diagnostics testing. The Company expects GAAP gross margin to be in the range of 55% to 59%, and adjusted gross margin (non-GAAP) in the range of 50% to 54%. Finally, the Company anticipates 2025 adjusted cash burn to be approximately $35.0 million to $45.0 million. For additional information on the non-GAAP financial measures included in this press release, please see 'Use of Non-GAAP Financial Measures' and 'Reconciliation of GAAP to Non-GAAP Financial Measures' below. Conference Call In conjunction with this announcement, the Company will host a conference call on May 12, 2025, at 4:30 PM E.T. The dial-in number for USA & Canada is Toll-Free (800) 715-9871 or (646) 307-1963 and the conference ID is 7353673. Interested investors can also listen to the live webcast from the Event Details page in the Investors section of the Quanterix website at An archived webcast replay will be available on the Company's website for one year. Financial Highlights QUANTERIX CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 76,508 $ 56,709 Marketable securities 190,369 $ 232,413 Accounts receivable, net of allowance for expected credit losses 28,258 $ 32,141 Inventory 31,028 $ 32,775 Prepaid expenses and other current assets 8,839 $ 9,556 Total current assets 335,002 363,594 Restricted cash 2,639 $ 2,610 Property and equipment, net 16,457 $ 17,150 Intangible assets, net 16,520 $ 4,031 Goodwill 6,574 $ — Operating lease right-of-use assets 15,971 $ 16,339 Other non-current assets 3,349 $ 2,809 Total assets $ 396,512 $ 406,533 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,731 $ 6,953 Accrued compensation and benefits 6,308 $ 12,620 Accrued expenses and other current liabilities 13,314 $ 8,851 Deferred revenue 9,102 $ 8,827 Operating lease liabilities 4,940 $ 4,756 Total current liabilities 40,395 42,007 Deferred revenue, net of current portion 1,098 $ 1,073 Operating lease liabilities, net of current portion 31,467 $ 32,615 Non-current portion of contingent consideration 6,337 $ — Other non-current liabilities 822 $ 800 Total liabilities 80,119 76,495 Total stockholders' equity 316,393 330,038 Total liabilities and stockholders' equity $ 396,512 $ 406,533 Expand QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ (20,504 ) $ (11,163 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 2,188 $ 1,523 Credit losses on accounts receivable 53 $ 73 Accretion of marketable securities (979 ) (1,657 ) Operating lease right-of-use asset amortization 561 478 Stock-based compensation expense 5,462 5,265 Change in fair value of contingent consideration 379 — Other operating activity (412 ) 55 Changes in assets and liabilities: Accounts receivable 4,329 (4,130 ) Inventory 2,085 (2,531 ) Prepaid expenses and other current assets 421 (281 ) Other non-current assets (502 ) (33 ) Accounts payable 399 (1,057 ) Accrued compensation and benefits, accrued expenses, and other current liabilities (3,517 ) (6,200 ) Deferred revenue 299 472 Operating lease liabilities (1,157 ) (988 ) Other non-current liabilities (2,993 ) 10 Net cash used in operating activities (13,888 ) (20,164 ) Cash flows from investing activities: Purchases of marketable securities (30,246 ) (137,889 ) Proceeds from sales and maturities of marketable securities 73,261 29,200 Purchases of property and equipment (1,256 ) (506 ) Acquisition, net of cash acquired (8,997 ) — Net cash provided by (used in) investing activities 32,762 (109,195 ) Cash flows from financing activities: Proceeds from common stock issued under stock plans 668 2,037 Payments for employee taxes withheld on stock-based compensation awards (575 ) (1,438 ) Net cash provided by financing activities 93 599 Net increase (decrease) in cash, cash equivalents, and restricted cash 18,967 (128,760 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 861 (380 ) Cash, cash equivalents, and restricted cash at beginning of period 59,319 177,026 Cash, cash equivalents, and restricted cash at end of period $ 79,147 $ 47,886 Expand Use of Non-GAAP Financial Measures To supplement our financial statements presented on a U.S. GAAP basis, we present the following non-GAAP financial measures: Adjusted EBITDA and adjusted EBITDA margin: We define adjusted EBITDA as net income (loss) adjusted to exclude interest income, income tax (expense) benefit, depreciation and amortization expense, stock-based compensation expense, acquisition and integration related costs, impairment and restructuring, and certain other items which include other charges or benefits resulting from transactions or events that are highly variable, significant in size, and that we do not believe are indicative of ongoing or future business operations. These items are discussed in more detail below the tables reconciling the GAAP to non-GAAP measures. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by total revenues. Adjusted gross profit, adjusted gross margin, adjusted total operating expenses, and adjusted loss from operations: We calculate these non-GAAP financial measures by including shipping and handling costs for product sales within cost of product revenue instead of within selling, general and administrative expenses. Additionally, we exclude amortization of certain acquired intangible assets, acquisition and integration related costs, and certain other items which include other charges or benefits resulting from transactions or events that are highly variable, significant in size, and that we do not believe are indicative of ongoing or future business operations. Adjusted gross margin is calculated as adjusted gross profit divided by total revenues. Adjusted cash burn: We calculate cash burn as the total change in cash, cash equivalents, and restricted cash adjusted to include the net change from purchases, sales, and maturities of marketable securities (excluding any interest receivable). Adjusted cash burn is calculated as cash burn further adjusted to exclude cash payments related to transactions or events that are highly variable, significant in size, and that we do not believe are indicative of ongoing or future business operations. We believe that presentation of these non-GAAP financial measures provides supplemental information useful to investors in understanding our underlying operating results and trends. We use these non-GAAP financial measures to evaluate our operating performance in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business and our competitors. We believe that presentation of these non-GAAP financial measures provides useful information to investors in assessing our operating performance within our industry and to allow comparability with the presentation of other companies in our industry. The non-GAAP financial measures presented here should be considered in conjunction with, and not as a substitute for, the financial information presented in accordance with U.S. GAAP. For example, adjusted EBITDA excludes a number of expense items that are included in net loss and adjusted cash burn excludes certain actual cash payments. As a result, positive adjusted EBITDA or positive adjusted cash burn may be achieved even where we record a significant net loss or reduction in our cash and marketable securities balances in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures set forth in the tables captioned 'Reconciliation of GAAP to Non-GAAP Financial Measures' in the section below. Additionally, we make certain forward-looking statements about our future financial performance that include non-GAAP financial measures, which are difficult to predict for future periods because the nature of the adjustments pertains to events that have not yet occurred. We do not forecast many of the excluded items for internal use and therefore information reconciling forward-looking non-GAAP financial measures to U.S. GAAP financial measures is not available without unreasonable effort and is not provided. The occurrence, timing, and amount of any of the items excluded from U.S. GAAP to calculate non-GAAP financial measures could significantly impact our U.S. GAAP results. (1) Represents acquisition and integration costs directly related to the Company's business combinations. Acquisition costs include professional and consulting fees supporting due diligence, legal, and accounting activities to execute a transaction. Integration costs include third party and internal direct costs to integrate acquired companies, employees, and their customers. (2) Consists of the earnout recognized as compensation expense related to the Emission acquisition. (3) Consists of fair value adjustments for the contingent consideration liability related to the Emission acquisition. Expand (1) Represents cash payments towards acquisition and integration related activities, including the purchase of a business (net of cash acquired). (2) Payment of costs associated with the restatement of previously issued financial statements that was completed at the end of 2024. Expand QUANTERIX CORPORATION Reconciliation of Gross Profit, Gross Margin, Total Operating Expenses and Loss from Operations to Non-GAAP Financial Measures (Unaudited, amounts in thousands except percentages) Three Months Ended March 31, 2025 2024 Gross profit $ 16,415 $ 18,548 Shipping and handling costs (1,577 ) (2,142 ) Amortization of acquired intangible assets (1) 227 — Adjusted gross profit (non-GAAP) $ 15,065 $ 16,406 Total revenues $ 30,333 $ 32,066 Gross margin (gross profit as % of total revenues) 54.1 % 57.8 % Adjusted gross margin (non-GAAP) (adjusted gross profit as % of total revenues) 49.7 % 51.2 % Total operating expenses $ 42,781 $ 33,705 Shipping and handling costs (1,577 ) (2,142 ) Acquisition and integration related costs (2) (3,578 ) — Earnout recorded as compensation expense (3) (3,744 ) — Adjusted total operating expenses (non-GAAP) $ 33,882 $ 31,563 Loss from operations $ (26,366 ) $ (15,157 ) Amortization of acquired intangible assets (1) 227 — Acquisition and integration related costs (2) 3,578 — Earnout recorded as compensation expense (3) 3,744 — Adjusted loss from operations (non-GAAP) $ (18,817 ) $ (15,157 ) Expand (1) Consists only of the amortization of intangible assets acquired in 2025. (2) Represents acquisition and integration costs directly related to the Company's business combinations. Acquisition costs include professional and consulting fees supporting due diligence, legal, and accounting activities to execute a transaction. Integration costs include third party and internal direct costs to integrate acquired companies, employees, and their customers. (3) Consists of the earnout recognized as compensation expense related to the Emission acquisition. Expand About Quanterix From discovery to diagnostics, Quanterix's ultra-sensitive biomarker detection is driving breakthroughs only made possible through its unparalleled sensitivity and flexibility. The Company's Simoa technology has delivered the gold standard for earlier biomarker detection in blood, serum or plasma, with the ability to quantify proteins that are far lower than the Level of Quantification of conventional analog methods. Its industry-leading precision instruments, digital immunoassay technology and CLIA-certified Accelerator laboratory have supported research that advances disease understanding and management in neurology, oncology, immunology, cardiology and infectious disease. Quanterix has been a trusted partner of the scientific community for nearly two decades, powering research published in more than 3,400 peer-reviewed journals. Find additional information about the Billerica, Massachusetts-based company at or follow us on Twitter and LinkedIn. IMPORTANT ADDITIONAL INFORMATION In connection with the proposed acquisition of Akoya Biosciences, Inc. ('Akoya') by Quanterix (the 'Merger'), Quanterix will file with the U.S. Securities and Exchange Commission (the 'SEC') a post-effective amendment to its registration statement on Form S-4 (as amended, the 'Registration Statement'), which will contain a preliminary proxy statement of Akoya and a preliminary prospectus of Quanterix (the 'Proxy Statement/Prospectus'), and each of Quanterix and Akoya have, and may in the future, file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY QUANTERIX AND AKOYA, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUANTERIX, AKOYA AND THE PROPOSED TRANSACTION. A definitive copy of the Proxy Statement/Prospectus will be mailed to Akoya stockholders when that document is final. Investors and security holders will be able to obtain the Registration Statement and the Proxy Statement/Prospectus, as well as other filings containing information about Quanterix and Akoya, free of charge from Quanterix or Akoya or from the SEC's website when they are filed. The documents filed by Quanterix with the SEC may be obtained free of charge at Quanterix's website, at or by requesting them by mail at Quanterix Investor Relations, 900 Middlesex Turnpike, Billerica, MA 01821. The documents filed by Akoya with the SEC may be obtained free of charge at Akoya's website, at or by requesting them by mail at Akoya Biosciences, Inc., 100 Campus Drive, 6th Floor, Marlborough, MA 01752, ATTN: Chief Legal Officer. PARTICIPANTS IN THE SOLICITATION Quanterix and Akoya and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Akoya in respect of the proposed transaction. Information about Akoya's directors and executive officers is available in the Proxy Statement/Prospectus and Amendment No. 1 to Akoya's Annual Report on Form 10-K as filed with the SEC by Akoya on April 28, 2025, and other documents filed by Akoya with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the definitive Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Quanterix or Akoya as indicated above. NO OFFER OR SOLICITATION This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Merger, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Statements included in this press release which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements about Quanterix's future business outlook, operations, strategy and financial performance, including statements under the header '2025 Full Year Business Outlook,' and statements about the Merger. Words and phrases such as 'may,' 'approximately,' 'continue,' 'should,' 'expects,' 'projects,' 'anticipates,' 'is likely,' 'look ahead,' 'look forward,' 'believes,' 'will,' 'intends,' 'estimates,' 'strategy,' 'plan,' 'could,' 'potential,' 'possible' and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities with respect to Quanterix's future business, operations, strategy and financial performance: risks related to the impact of recent U.S. government policies, including reductions in federal research funding and increased tariffs; risks that we may not realize the expected benefits of our cost reduction actions; risks associated with the anticipated timing for launch of, and features of, Quanterix's next-generation instrument, Simoa ONE; risks that Quanterix may fail to realize the anticipated benefits and synergies of its recent acquisition of Emission, Inc.; that Quanterix's estimates regarding expenses, future revenues, capital requirements, and needs for additional financing could be incorrect; risks related to the restatement of Quanterix's consolidated financial statements, including risks of increased costs and the increased possibility of legal proceedings and regulatory inquiries, sanctions, or investigation; risks related to Quanterix's ability to maintain effective internal control over financial reporting and disclosure controls and procedures, including its ability to remediate existing material weaknesses in its internal control over financial reporting and the timing of any such remediation; Quanterix's ability to realize the intended benefits of its assay redevelopment program; and Quanterix's ability to retain and expand its customer base and achieve sufficient market acceptance of its products. Such risks and uncertainties include, among others, the following possibilities with respect to the Merger: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Quanterix and Akoya; the outcome of any legal proceedings that may be instituted against Quanterix or Akoya; the failure to obtain necessary Akoya stockholder approval or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the anticipated benefits and synergies of the Merger are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Quanterix and Akoya do business; the possibility that the Merger may be more expensive to complete than anticipated; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; changes in Quanterix's share price before the closing of the Merger; risks relating to the potential dilutive effect of shares of Quanterix common stock to be issued in the Merger; and other factors that may affect future results of Quanterix, Akoya and the combined company. Additional factors that could cause results to differ materially from those described above can be found in the Proxy Statement/Prospectus, and in periodic reports filed by Quanterix and Akoya with the SEC, including the 'Risk Factors' sections contained therein, which are available on the SEC's website at All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if Quanterix's or Akoya's underlying assumptions prove to be incorrect, actual results may differ materially from what Quanterix and Akoya anticipate. Quanterix and Akoya caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Neither Quanterix nor Akoya assumes any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.
