[8-K] Quanterix Corporation Reports Material Event

Rhea-AI Filing Summary

Jaguar Health (JAGX) has filed a Form S-3 to register up to 1,409,732 common shares for resale by existing investors. The stock derives from (i) 481,150 shares underlying 6 % convertible Replacement Notes issued 24 Jun 2025 (conversion price $5.535–$5.555, maturity 30 Jan 2026) and (ii) 928,582 shares issuable on cash or cash-less exercise of accompanying warrants (exercise price $2.70, 18-month term). At the 23 Jul 2025 close of $2.38 the warrant strikes sit 13 % above market while the note conversion price is >130 % above market. If fully converted/exercised the new shares would expand the current 1.914 million share float by roughly 74 %, creating a sizeable overhang.

The company will not receive proceeds from secondary sales; only a full cash exercise of all warrants could raise ~$2.5 million, earmarked for working capital. The filing follows several recent financings (March convertible notes and May registered direct offering) and occurs alongside an active GI-focused drug pipeline led by crofelemer (FDA-approved Mytesi, multiple Phase 2/3 programs, orphan designations) and the October 2024 U.S. launch of Gelclair for oral mucositis. While pipeline breadth offers optionality, near-term investors must weigh dilution risk and potential price pressure from selling stockholders against the modest capital infusion possible from warrant exercises.

Insights

Financial Analyst

TL;DR: Filing registers 1.41 M resale shares—74 % dilution, limited cash to JAGX; sizeable supply overhang outweighs modest ~$2.5 M warrant proceeds.

The S-3 enables holders of June 2025 Replacement Notes and warrants to freely trade 1.41 M shares, versus only 1.91 M currently outstanding. Although note conversion is struck far above market, the $2.70 warrants sit close to spot, making exercise and immediate resale plausible. Because proceeds flow to the company only on cash exercise—and total just ~$2.5 M—the balance of risks skews negative: material dilution, potential downward pressure as insiders and funds monetize positions, and continued dependence on external capital to advance trials. Investors should monitor selling volume and the company’s cash runway, which was not disclosed here.

Biotech Industry Specialist

TL;DR: Registration clears cap-table clutter; pipeline still hinges on crofelemer progress and orphan strategies.

From an operational view, Jaguar retains full global rights to crofelemer and is pursuing multiple niche indications—SBS, MVID, CTD—supported by orphan incentives and proof-of-concept data. The filing itself is routine for financing housekeeping, but it underscores ongoing reliance on convertible structures rather than strategic partners. With warrants just above market the company could access quick, low-cost capital, yet that option dilutes shareholders without guaranteeing clinical inflection points. Milestones such as FDA Type C feedback on breast-cancer diarrhea prophylaxis and early-access EU programs remain primary value drivers.

Quanterix Corpfalse000150327400015032742025-07-182025-07-18

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 18, 2025

_________________________________________________

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)

(617) 301-9400

(Registrant’s telephone number, including area code)

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 symbol(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 o

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 2.05    Costs Associated with Exit or Disposal Activities.

On July 18, 2025, management of Quanterix Corporation (the “Company”) committed to a plan of termination to reduce operating costs and preserve cash. The terminations are part of the Company’s integration plan to realize anticipated synergies and other benefits of its acquisition of Akoya Biosciences, Inc. through reduced costs and streamlined operations and are expected to result in annualized cash savings of approximately $18.0 million. These savings relate to headcount reductions, which are expected to be substantially completed in the third quarter of 2025. The Company expects to incur expenses of approximately $2.5 million, substantially all of which will be cash expenditures incurred in 2025 for severance.

The Company’s estimates are based on a number of assumptions. Actual results may differ materially, and additional charges not currently expected may be incurred in connection with, or as a result of, the terminations. As permitted by Item 2.05 of Form 8-K, the Company will file an amendment to this report if charges and future cash payments differ materially from current estimates.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to expectations concerning matters that are not historical facts. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “remain,” “should” or “will” or the negative of these terms or other comparable terminology, and include statements regarding the Company’s estimates of cash expenditures and expected cost savings as a result of the terminations. Such statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Potential risks and uncertainties include, but are not limited to, the ability of the Company to achieve the expected benefits from the terminations, the disruption of ongoing business caused by the terminations and other factors and uncertainties as are identified in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, and its other public filings made with the Securities and Exchange Commission. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K 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 the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The Company cautions 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. The Company assumes no 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.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025			QUANTERIX CORPORATION
			By:			/s/ Vandana Sriram
			Name:			Vandana Sriram
			Title:			Chief Financial Officer