v3.26.1
Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition
Note 3. Acquisitions
Akoya Biosciences, Inc.
On July 8, 2025 (the "Akoya Closing Date"), the Company completed the transactions under the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025 whereby the Company's wholly owned subsidiary, Wellfleet Merger Sub, Inc. merged with and into Akoya Biosciences Inc. ("Akoya"), with Akoya surviving the merger (the "Merger") as a wholly owned subsidiary of the Company.
Akoya, a life sciences technology company previously based in Marlborough, Massachusetts, delivers spatial biology solutions focused on transforming discovery, clinical research, and diagnostics. The acquisition of Akoya was part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of laboratory service offerings.
Total Consideration Transferred
The following table presents the fair value of the consideration transferred for the Merger as of the Akoya Closing Date (in thousands, except for exchange ratio and stock price):
Total Akoya common stock and equity instruments outstanding as of July 7, 202551,136 
Exchange Ratio0.147 
Total shares of Quanterix common stock issued7,517 
Quanterix stock price per share as of the Akoya Closing Date$6.54 
Fair value of Akoya common stock and equity instruments converted to Quanterix common stock$49,161 
Cash consideration paid (1)18,942 
Cash paid for debt extinguishment (2)82,131 
Fair value of replacement equity awards attributable to pre-combination service (3)739 
Total fair value of consideration transferred$150,973 
(1) Represents cash paid to Akoya stockholders, including fractional shares, of $0.37 per share of Akoya common stock.
(2) Represents the repayment of Akoya’s long-term debt upon closing of the acquisition, including $7.0 million of early termination, legal, and prepayment fees.
(3) Represents the fair value of certain equity-based awards held by Akoya employees prior to the Akoya Closing Date that were replaced with Quanterix equity-based awards. The portion of these awards that relates to services performed prior to the Akoya Closing Date were included within the purchase price.
Upon completion of the Merger, the Company assumed Akoya's stock incentive plans. All Akoya restricted stock units that were outstanding immediately prior to the completion of the Merger were automatically adjusted by an exchange ratio and converted into an equity award of the same type covering shares of the Company's common stock on the same terms and conditions, including continuing vesting requirements.
Preliminary Allocation of Purchase Price
The following table summarizes, as of March 31, 2026, the preliminary allocation of the purchase price to the estimated fair values of the acquired assets and liabilities assumed:
Assets:
Cash and cash equivalents$16,108 
Accounts receivable, net of allowance for expected credit losses8,616 
Inventory25,493 
Prepaid expenses and other assets5,441 
Property and equipment, net12,087 
Intangible assets121,800 
Goodwill (1)26,710 
Operating lease right-of-use assets4,585 
Finance lease right-of-use assets1,041 
Total assets acquired$221,881 
Liabilities:
Accounts payable$8,266 
Accrued expenses and other liabilities37,107 
Deferred revenue18,879 
Operating lease liabilities5,616 
Finance lease liabilities1,040 
Total liabilities assumed70,908 
Net assets acquired$150,973 
(1) Goodwill represents the estimated fair value of the expected synergies from combining Akoya with Quanterix, as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes and has been fully assigned to the Akoya reporting unit.
The determination of the fair values of the assets acquired and liabilities assumed involves significant judgment in selecting inputs used in the valuation methodologies, including, but not limited to, projected revenues and expenses, future changes in technology, estimated selling prices, replacement costs or margins, customer attrition rates, covenants not to compete, obsolescence of developed technologies, the likelihood and timing of achieving milestones or performance targets, discount rates, and assumptions about the period of time a brand will continue to be used. The use of different estimates could produce different results.
The purchase price allocation set forth above is preliminary as the Company continues to obtain information to complete the purchase price allocation. Measurement period adjustments, which are based only on facts and circumstances that existed as of the acquisition date, were not material during the three months ended March 31, 2026.
Intangible Assets
The fair value and weighted average amortization period of the intangible assets acquired as of the Akoya Closing Date is as follows (in thousands, except weighted average life amounts):
Fair ValueWeighted Average Useful Life (in years)
Definite-lived intangible assets:
Developed technology$99,600 9.6
Customer relationships2,900 9.2
Total$102,500 9.6
Indefinite-lived intangible assets:
In process research and development$19,300 
Total intangible assets$121,800 
The Company primarily relied on income based approaches using Level 3 inputs to determine the fair values. A multi-period excess earnings valuation methodology was used for the developed technology and in-process research and development ("IPR&D") intangible assets, and a distributor method was used for the customer relationships intangible. These income approaches required the use of estimates including: projected revenues and expenses related to the particular asset, obsolescence rates, customer retention rates, discount rates, and certain published or readily available industry benchmark data. In establishing the estimated useful life of each definite-lived intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model.
Acquired Diagnostic Development Agreement
As part of the acquisition of Akoya, the Company assumed a diagnostics development agreement (the "Development Agreement") with a biopharmaceutical customer (the "Biopharma Customer"). As of the Akoya Closing Date, the Company assessed the unfavorable terms of the Development Agreement and recorded a $16.7 million off-market liability. The Company determined the preliminary fair value of the off-market liability, which represented the amount by which the terms of the contract with the customer deviate from the terms that a market participant could have achieved, based on an income approach using Level 3 inputs. This income approach required the use of estimates including: projected revenue, expected profit margin, and a discount rate.
On February 25, 2026, the Development Agreement was terminated by mutual agreement of the parties and, in connection with such termination, Quanterix will transfer certain know-how to the Biopharma Customer and grant a non-exclusive, sub-licensable, fully paid license of the related intellectual property. No further consideration is due to either party for the know-how transfer or license.
The IPR&D intangible asset generated by the Merger consisted solely of the intellectual property that will be transferred to the Biopharma Customer. As a result of the termination of the Development Agreement, the Company can no longer realize the benefits from the IPR&D asset and the full $19.3 million balance was recorded as an impairment charge during the three months ended March 31, 2026.
Additionally, as a result of the termination of the Development Agreement, the Company recognized $21.6 million of one-time income during the three months ended March 31, 2026, which consisted of $13.7 million of non-cash income from the off-market liability and $7.9 million of deferred revenue. These amounts were recorded in other income, net on the Company's Consolidated Statements of Operations as the termination of an acquired, off-market, contract is unusual and infrequent in nature.
Acquisition Costs
Acquisition costs are recorded in selling, general and administrative in the Consolidated Statements of Operations and were not material for the three months ended March 31, 2026 and 2025, respectively.
Emission, Inc.
On January 8, 2025 (the "Emission Closing Date"), the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc. ("Emission"), a life sciences manufacturing company based in Georgetown, Texas. Emission produces large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads these proprietary beads. The transaction was part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's future products and expansion into a new multi-plex market segment targeting third-party original equipment manufacturer customers. The fair value of the consideration transferred in connection with the acquisition of Emission was $16.6 million, which included a $1.0 million holdback that was paid in the first quarter of 2026.
Contingent Payments
The Emission transaction included two contingent payment arrangements providing for potential additional future cash payments to the seller. An additional $10.0 million was paid in the fourth quarter of 2025 upon completion of certain technical milestones (“Earnout 1”) and up to $50.0 million could be payable based on the amount and timing of certain performance targets over a five year period ending December 31, 2029 (“Earnout 2”).
Under ASC 805 - Business Combinations, the Company determined Earnout 1 was compensation expense and was therefore recognized separately from the business combination. In accordance with ASC 710 - Compensation, Earnout 1 was recognized over the period certain technical milestones were completed in 2025. This expense was recorded in research and development and selling, general and administrative expenses on the Consolidated Statements of Operations. During the three months ended March 31, 2025 the Company recognized expense of $3.7 million for Earnout 1.
The preliminary fair value of Earnout 2 on the Emission Closing Date was $6.6 million, which represented purchase price and was included in the accounting for the business combination. Monte-Carlo simulations were used to determine the fair value, including the following significant unobservable inputs: projected revenue, a risk adjusted discount rate, and revenue volatility. Refer to Note 8 - Fair Value of Financial Instruments for discussion on the fair value considerations for Earnout 2.
Call Option Agreement
In connection with the closing of the acquisition of Emission, the Company entered into a call option agreement, in which the Emission selling shareholders have the right to repurchase all of the outstanding capital stock of Emission for $10.0 million after five years if Emission’s revenues do not exceed $5.0 million in any one year during such five-year period. If the Emission selling shareholders exercise the right to repurchase Emission, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products. The Company determined that the call option is embedded in the purchased shares of Emission and does not require separate accounting unless exercised.