SecProbe.io

Mail Stop 3030
August 17, 2017

Via E -mail
E. Kevin Hrusovsky
Executive Chairman, President and Chief Executive Officer
Quanterix Corporation
113 Hartwell Avenue
Lexington, MA 02421

Re: Quanterix Corporation
Draft Registration Statement on Form S -1
Submitted July 21, 2017
  CIK No. 0001503274

Dear Mr. Hrusovsky :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statemen t, we may have  additional
comments.

Overview, page 1

1. We note your disclosure on page 22  and page 26 .  If true, expand your over view  to
indicate that you have focused initially on the life sciences research market and that you
currently sell all your products for research use only.  Clarify if you have received
material revenue to date from the diagnostics and precision health screening markets.  If
you have no revenue from, or regulatory approvals to operate in, those markets, please
state so clearly and directly.

2. We note  the scope of the  exclusive license and a co -exclusive license granted to
bioMérieux SA  discussed on page 105 and bioMérieux ’s current objective to identify and
develop an assay menu supporting the commercial launch of a new, benchtop  in-vitro
diagnostic instrument using your Simoa technology for use in clinical lab applications,

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 2

 food quality control testing and pharmaceutical quality control testing .  Please revise to
describe how the license terms and bioMérieux’s objective limit you r ability to enter the
diagnostics and precision health markets, or any other market you may access .

3. We note your disclosure on page F -41 that you can engage a collaboration partner,
subject to certain restrictions, in the field of in vitro diagnostics used in Clinical Lab
Applications and that you shall pay bioMérieux a royalty based on a percentage of the
royalty you will receive from that partner.  Please tell us about the restrictions and the
royalty payment and if disclosure of this arrangement shou ld be briefly disclosed in your
prospectus summary.

4. Briefly indicate the regulatory status of your products .  Revise your disclosure under
“Market Overview” on page 2 to reflect how your current regulatory approval and current
sales into the research use only market changes your addressable market size in the three
bullet points on page 2.   Briefly disclose what regulatory approvals you will need to enter
into the indicated markets, the steps you or your collaborators, such as bioMérieux, have
taken to sec ure such approvals and what steps remain.

5. We understand from your disclosure that your system uses capture antibodies that bind
specifically to known proteins.  Please clarify in an appropriate location how your system
enables researche rs to discover novel protein biomarkers.

6. Given your disclosure that you r system is used for protein detection, please clarify in an
appropriate location in your prospectus how researchers “can now better understand how
proteins are individually and/or collectively contr ibuting to important biological
processes and the health and well -being of individuals ” and also how your detection
system enables the understanding of “individual character istics and functioning of
proteins.”

7. Since you have chosen to highlight your reven ue growth, please balance this disclosure
with your net losses for the periods presented and your accumulated deficit.  Also, given
your disclosure on page 70, indicate that you sold fewer instruments in 2016 than in 2015
and that your instrument sales wer e flat for the March 31 quarter over quarter periods.

8. The first full paragraph on page 2 indicates your product can directly detect nucleic acids.
The third bullet point on page 84 and disclosures on pages 90 and 92 indicate your
product does not yet hav e that testing capability.  Please reconcile.

Protein analysis, page 5

9. Balance your disclosure by indicating how many of the 10,500 secreted proteins your
system currently addresses.

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 3

 Implications of being an emerging growth company, page 7

10. Supplementally provide us with copies of all written communications, as defined in
Rule  405 under the Securities Act, that you , or anyone authorized to do so on your behalf ,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

We depend on strategic collaborations and licensing arrangements… , page 20

11. We note your disclosure that given the exclusive nature of a portion of  the license rights
granted to bioMérieux  SA your ability to collaborate with others in certain areas will be
limited .  Expand your risk factor, and other disclosure as appropriate, to clarify how the
exclusive license will affect your ability to collabora te with others and indicate the
“certain areas” that will be affected by that license.

Some of our owned and in -licensed intellectual property . . ., page 32

12. We note that “some” of the intellectual property rights you own and have been licensed
“may” be subject to federal regulations.  Please revise to clarify the specific intellectual
property rights to which you refer, such as the “core Simoa technology” noted on
page  33.  Please also revise to clarify why you do not know whether those rights are
subjec t to the federal regulations to which you refer.

Special note regarding forward -looking statements , page 48

13. Tell us whether you commissioned any of the third -party data you cite for use in
connection with your registration statement.

Use of proceeds, pa ge 50

14. Please revise to clarify the new life sciences applications, chemistry and instrumentation
for your technology platform you intend to develop with the proceeds of this offering .
Disclose here and in other locations in your prospectus, as appropriate, if you intend to
develop applications outside of protein detection , and the status, to date, of your efforts .

15. Disclose with more specificity which in  vitro diagnostic markets you intend to address
and clarify in an appropriate location in y our prospectus what FDA approval you may
seek for your existing or new products to be utilized for diagnostic purposes, as indicated
in the third bullet point on page 15.  Also revise to clarify the status of product
development efforts in “areas outside o f research” and whether you will require funds to
complete development in addition to those received through this offering.

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 4

 Dilution, page 54

16. Expand the disclosure on page 55 to clarify how the numbers and percentages in the table
would change assuming t he exercise of all outstanding options  and warrants .

Overview, page 58

17. We note the discussion here that you have sold 135 instruments to date and that on
pages  68 and 70 you attribute increased consumable sales to the number of instruments
sold.  The number of installed instruments appears to be a key non -financial performance
indicator that would be material to investors.  Please revise the filing to quantify th e total
number of installed instruments at each period end.  Refer to Section I.B of SEC
Release  33-8350.

Stock -based compensation, page 63

18. Please expand your disclosure on page 65 of the factors considered to determine the best
estimate of the fair valu e of your common stock to state, if true, that your projected future
cash flows were discounted at an appropriate rate.

19. Please describe to us in greater detail the nature of the comparable public peer companies
you selected and the basis for your conclusi on to select those companies.  Discuss how
you considered factors such as industry, stage of life cycle, size and financial leverage
when selecting the comparable companies.  Refer to ASC paragraphs 718 -10-55-36 and
37 and Question 6 in SAB Topic 14D.1.

Results of operations, page 68

20. Revise your revenue disclosure to quantify the changes in your revenue during the
periods presented that are attributable to changes in prices and changes in volume .
Include quantification of the comparable amount of instrum ents sold in each period
presented .  Refer to Item 303(a)(3)(iii) of Regulation S -K.

21. Revise to  clarify all material reasons for the changes in your line items and quantify each
material reason driving the changes as appropriate .  For example, on page  70, you refer to
a “lower number of instruments sold” during 2016, but it is unclear why a lower number
were sold and what was the extent of the decrease.

Preferred stock financings, page 71

22. Please provide an expanded discussion of the significant terms of the preferred stock
issued during the periods presented.  Refer to Item 303(a)(1) and Instruction 3 to
Item 303(a) of Regulation S -K.

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 5

Diagnostics, page 80

23. We note your disclosure that significant interest from third parties has resulted in
collaborations with leading diagnostic companies such as bioMérieux SA .  If any of the
other collaborations have been material, please identify those collaborations.  If t he other
collaborations have not been material to date, please revise your disclosure as
appropriate.

Simoa analytic process, page 88

24. Revise to indicate the significance of “paramagnetic” beads.  Also indicate what the stars
and arrow in your first graph ic indicate and better describe the enzyme substrate you have
presented.

Assays and consumables, page 102

25. Please clarify if the 80 assays you mention include “homebrew assays.”  Also clarify
whether you have or retain any intellectual property rights to “homebrew assays.”

License agreement with bioMérieux SA , page 105

26. From the disclosure on page F -40, it appears that neither the developmental nor
regulatory criteria were met under the original agreement or subsequent amendments.  It
also appears from your disclosure here that bioMérieux SA has not yet commercially
launc hed a product based on your Simoa technology.  Please disclose the reasons the
development and regulatory criteria were not satisfied under  the prior agreements.

Competition, page 108

27. We note your reference to Singulex as a competitor.  Please tell us if  you are referring to
the MilliporeSigm a SMCxPRO product  and revise your disclosure as appropriate .  Also
expand your first risk factor on page 25 as appropriate.

Intellectual property, page 108

28. You disclose that your patent strategy is multilayered, pro viding coverage of aspects of
your core technology.  We also note your disclosure regarding the first and second layers
of your strategy.  Please clarify if the capture antibodies are proprietary or sourced from
third parties.  Also clarify what you consid er as your “core technology” and what you
mean by the “fundamental methods for detecting single molecules independent of
specific embodiments” and “specific embodiments of the core technology.”  Further
explain the effect of your patents on these aspects o f your technology.

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 6

 Government regulation, page 111

29. Please revise to clarify how you concluded that the labeling and promotion of your
products complies with the guidance you cite, as disclosed in the last sentence of the
second paragraph, given the disclosure in this document regarding your current lack of
regulatory approvals and the capabilities of your Simoa product.  We note, for example,
disclosure that your platform “advances precision health for . . . diagnostics” and
disclosures on pages 93 -99 regarding key focus areas.

Executive officers, page 115

30. Disclose the principal occupation of Mr. Hrusovsky from May 2013 until he became your
chief executive officer.  For each of your executive officers, disclose the principal
business of the employers named as part of their business experience.

Certain relationships . . ., page 131

31. If Tufts University is a related party to you due to Tuft’s equity ownership, as disclosed
on page F -34, please clarify why Tufts is not included in the table on page 137.

Principal stockholders, page 136

32. Disclose all natural persons who exercise the sole or share voting and dispositive powers
with respect to the shares held in the name Trinitas Innovation -Q Investment Co., Ltd and
bioMerieux, S.A.

Underwriting,  page 154

33. We note your reference to past relationships with “certain” of the underwriters.  Please
clarify to which underwriters you are referring and the nature and terms of such
relationships.

Consolidated statements of cash flows, page F -6

34. Please revise the filing to present the warrant liabilities converted into preferred stock as
supplemental cash flow information.

Product revenue, page F -9

35. Please tell us why consideration in a multiple element arrangement is allocated to an
implied one year se rvice type warranty and why such revenue is recognized over one year
as part of service revenue.  Describe how you have concluded that this warranty is
“implied” and how it relates to the periods covered under the extended warranty contracts
that you offer .  Discuss whether you have a regular pattern of providing these services

E. Kevin Hrusovsky
Quanterix Corporation
August 17, 2017
Page 7

 and what services are generally provided.  Refer to ASC 605 -20-25, 605 -25-25 or
paragraphs 66 and 67 of 985 -605-25 as appropriate.

36. Tell us your accounting policy for and the nature of any sales returns, discounts and
allowances and specify any differences in polices between direct sales and sales to
distributors.  Refer to SAB Topic 13A as appropriate.

Unaudited pro forma information, page F -12

37. Please tell us whether you believe it  is probable that the preferred stock will
automatically convert into common stock.  We note the terms of automatic conversion in
Note 7 on page F -28.  Refer to Article 11 of Regulation S -X.

Fair value of financial instruments, page F -14

38. You disclose on page F -16 that the changes in the fair value of the preferred stock
warrant liability are recorded in other expense (income).  In Notes 9 and 10 on pages  F-
36 and F -37, you disclose certain warrants were issued to non -employees for goods or
services.  Plea se address the following:
 Tell us the fair value of warrants issued for goods or services that were outstanding at
the beginning and ending balance sheet dates for each period presented, and the
related change in fair value for such warrants recognized in income for each period
presented.
 Tell us how you considered paragraphs 4 and 5 of ASC 505 -50-25, SAB Topics 14A
and 14F and the definition of non -operating income or expense under Rule 5 -03 of
Regulation S -X in classifying the changes in fair value of non -employee share based
payment arrangements outside of operating income and not in the same manner as if
you had paid cash for the services.

Stock -based compensation, page F -20

39. Please disclose your policy for the initial and subsequent measurement of equ ity based
instruments issued to non -employees for goods and services.  In particular, include the
policy for warrants to be issued contingent on future events such as those on page F -37.

Recent accounting pro