Item 2.01 Completion of Acquisition or Disposal of Assets
On January 8, 2025, Quanterix Corporation (the "Company") completed the acquisition of Emission Inc. ("Emission") pursuant to the Share Purchase Agreement (the "Purchase Agreement"), dated as of December 16, 2024, by and among the Company, Emission, the shareholders of Emission (collectively, the "Shareholders"), and Van Chandler, as the Shareholders' representative. Pursuant to the terms of the Purchase Agreement, the Company purchased from the Shareholders all of the issued and outstanding shares of capital stock of Emission for an upfront payment of $10 million, with an additional $10 million payable upon completion of certain technical milestones. Additionally, the Shareholders may receive up to an additional $50 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones, which the Company expects will be primarily funded through cash generated from the achievement of the earnout criteria.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2024 (File No. 001-38319) and incorporated herein by reference.