M&A - Akoya Biosciences, Inc.

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: Update

Accession Number: 000155837025008039

Filing Summary: On May 20, 2025, Akoya Biosciences, Inc. announced it received an unsolicited acquisition proposal from a third party for an all cash tender offer of $1.40 per share. Akoya, which is currently in a merger agreement with Quanterix Corporation, is reviewing this proposal to determine if it could be a 'Superior Proposal' under the terms of their existing merger agreement. Akoya's board continues to recommend the merger with Quanterix while evaluating the unsolicited offer. The document provides details regarding the related filings, including a proxy statement and registration statement with SEC, urging investors to review these materials for comprehensive information about both companies and the transaction.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000150327425000052

Filing Summary: On May 12, 2025, Quanterix Corporation announced its financial results for the first quarter ended March 31, 2025, via a press release. The filing includes information about a planned acquisition of Akoya Biosciences, Inc. ("Akoya"), which Quanterix has described as a merger. The details of the merger process involve filing a post-effective amendment to Quanterix's registration statement on Form S-4. This contains a preliminary proxy statement and prospectus related to the merger, urging investors and security holders to read the documents carefully as they will contain important information regarding the merger and both companies. The communication emphasized that it should not be considered as an offer to sell securities or solicit votes regarding the merger, pending further filings that will follow.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000155837025007381

Filing Summary: On May 12, 2025, Akoya Biosciences, Inc. reported its financial results for the first quarter of 2025, revealing a revenue of $16.6 million, a decrease of 9.8% from the previous year. Despite the decline in revenue, the gross margin improved to 59.3% from 45.7%, and operating expenses decreased by 22.3% to $23.3 million. The operating loss also saw an improvement of 37.9%, totaling $13.4 million for the quarter. Net cash used in operating activities decreased to $7.2 million from $20.8 million a year prior, and the company held $27.5 million in cash, cash equivalents, and marketable securities as of March 31, 2025. Akoya announced a merger with Quanterix Corporation, highlighting the synergy and value-creating opportunities that the integration would bring to both companies in the field of precision medicine. Important documents including a preliminary proxy statement and registration statement will be filed with the SEC in relation to the merger and should be read carefully by investors.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925042600

Filing Summary: On April 28, 2025, Quanterix Corporation entered into an Amended and Restated Agreement and Plan of Merger with Wellfleet Merger Sub, Inc., a subsidiary of Quanterix, and Akoya Biosciences, Inc. The Merger Agreement stipulates that Merger Sub will merge with Akoya, resulting in Akoya becoming a wholly owned subsidiary of Quanterix. Each share of Akoya Common Stock will convert into the right to receive 0.1461 shares of Quanterix Common Stock and $0.38 in cash. Additionally, the existing stock options and restricted stock units (RSUs) held by Supporting Stockholders will also be subject to conversion under the terms provided. The Supporting Stockholders, who hold approximately 55.6% of Akoya's voting shares, have agreed through Akoya Voting Agreements to vote in favor of the Merger and against any competing transactions. The document details the beneficial ownership and voting rights influenced by these agreements, as well as the overarching implications of the merger which include Akoya's de-registration under the Securities Exchange Act.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925042666

Filing Summary: On April 28, 2025, Akoya Biosciences, Inc. entered into an Amended and Restated Agreement and Plan of Merger (the 'A&R Merger Agreement') with Quanterix Corporation and Wellfleet Merger Sub, Inc. Under this agreement, Merger Sub will merge with and into Akoya, making Akoya a wholly owned subsidiary of Quanterix. This A&R Merger Agreement amends the original merger agreement dated January 9, 2025. In conjunction with the original merger agreement, Akoya had a Voting and Support Agreement with Quanterix's stockholders, which has now been terminated due to the new merger agreement. The beneficial ownership of common stock previously reported by Akoya has ceased as a result of the termination of the Voting Agreement. As of this filing, the Reporting Person does not own any shares of common stock.

Form Type: DEFM14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925035134

Filing Summary: Akoya Biosciences, Inc. is engaged in a merger with Quanterix Corporation and Wellfleet Merger Sub, Inc., which will result in Akoya becoming a wholly owned subsidiary of Quanterix. Under the terms of the merger agreement dated January 9, 2025, an exchange ratio of 0.318 share of Quanterix Common Stock will be provided for each share of Akoya Common Stock. Post-merger, Quanterix stockholders will own approximately 70.99% and Akoya stockholders will own around 29.01% of Quanterix. Akoya's stock will no longer be traded publicly following the merger. Special meetings are scheduled for both companies on May 13, 2025, where stockholder approval will be sought for the merger agreement and other related proposals. The document emphasizes the importance of stockholders’ votes and describes the procedures for participation in the special meetings, including proxy submission and voting instructions.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032008

Filing Summary: On April 2, 2025, Akoya Biosciences, Inc. entered into a Securities Purchase Agreement with Quanterix Corporation, allowing the issuance of convertible promissory notes totaling up to $30 million. The notes are contingent on the completion of a Merger Agreement dated January 9, 2025, which involves Akoya, Quanterix, and Wellfleet Merger Sub, Inc. If the transaction closes on or before May 15, 2025, the notes cannot be drawn. The Convertible Notes, which bear interest linked to the SOFR rate, will be convertible into shares of Akoya Common Stock under specific conditions. Akoya must also enter a Registration Rights Agreement to file a registration statement for the common stock by August 13, 2025, and a Subordination Agreement is established where the notes will be subordinate to existing debts under the Akoya Existing Loan Agreement. The documentation emphasizes the proposal for the merger and associated financial obligations, subject to customary representations, warranties, and risks associated with the transaction.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000150327425000041

Filing Summary: On April 2, 2025, Quanterix Corporation entered into a Securities Purchase Agreement with Akoya Biosciences, Inc. Under this agreement, Akoya will issue and sell up to $30 million in convertible promissory notes to Quanterix. These notes may be drawn from May 15, 2025, until July 9, 2025, depending on the status of a related merger agreement involving Akoya. The Convertible Notes will bear interest at a rate aligned with the SOFR rate and include convertible provisions where Quanterix can convert these notes into shares of Akoya common stock based on specified conditions. A Registration Rights Agreement and Subordination Agreement will also be executed concurrent with any draw of funds. This filing highlights the ongoing acquisition process of Akoya by Quanterix and the necessary steps taken to facilitate the transaction. Investors are advised to reference forthcoming filings related to the merger for detailed and updated information.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032006

Filing Summary: On April 2, 2025, Akoya Biosciences, Inc. entered into a securities purchase agreement with Quanterix Corporation, allowing Akoya to issue convertible promissory notes amounting to up to $30,000,000 in a private placement. The notes can be drawn between May 15, 2025, and the closing date of the merger agreement with Quanterix, or July 9, 2025, if the merger agreement is lawfully terminated. These notes will mature 91 days after either November 1, 2027, or upon the repayment of existing debts. They bear an interest rate equal to the SOFR plus a specified margin, with payments made in cash. Furthermore, if drawn, the notes can be converted into shares of Akoya common stock at a price determined by the merger agreement's exchange ratio. The issuance of these notes involves the creation of a direct financial obligation under said agreement, with various agreements related to registration rights and subordination structured accordingly. The finalization of the registration statement regarding the resale of any shares is to be filed by August 13, 2025. This report highlights a significant step towards the acquisition process initiated by Quanterix, indicating ongoing developments in the merger.

Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000033

Filing Summary: On March 17, 2025, during Quanterix Corporation's Q4 2024 Earnings Call, CEO Masoud Toloue discussed the proposed acquisition of Akoya Biosciences, Inc. Quanterix's leadership expressed confidence in the value-creation potential of the merger, emphasizing synergies in recurring revenue and operational efficiencies. Despite market pressures and negative investor sentiment, they reiterated their belief in the strategic benefits of the acquisition, including a projected $40 million in cost synergies and a path to becoming cash flow positive by 2026. Quanterix aims to combine strengths in blood and tissue analysis to expand market opportunities and reach a revenue goal of $1 billion within five years post-merger. As part of the acquisition process, Quanterix has filed a registration statement on Form S-4 with the SEC, and further details will be provided in a Joint Proxy Statement/Prospectus for shareholders. Both companies will conduct shareholder votes ahead of the proposed closing in Q2 2025.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000150327425000028

Filing Summary: On March 17, 2025, Quanterix Corporation announced its financial results for the fourth quarter and the year ending December 31, 2024. The filing highlights a proposed merger with Akoya Biosciences, Inc., indicating that Quanterix has filed a registration statement on Form S-4 and a preliminary joint proxy statement pertaining to the merger. The company has advised investors and security holders to carefully read the filed documents as they contain critical information regarding the merger. The filing also outlines potential risks associated with the merger, including the necessity of stockholder approvals and operational integrations, and cautions about forward-looking statements regarding the companies' future performances. Additional documents and information can be accessed through the companies' respective websites or the SEC's website.

Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000020

Filing Summary: On March 3, 2025, Quanterix Corporation announced the proposed acquisition of Akoya Biosciences, Inc. as outlined in the Agreement and Plan of Merger. The merger is subject to customary closing conditions, including stockholder approvals from both companies. Quanterix anticipates the merger to close in Q2 2025. A press release detailing the merger benefits was issued. The document also contains information regarding proxy solicitation related to the merger and cautions about forward-looking statements regarding the merger’s outcomes and timing.

Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925016984

Filing Summary: On February 24, 2025, Akoya Biosciences, Inc. entered into a Merger Agreement with Quanterix Corporation and Wellfleet Merger Sub, Inc., wherein Merger Sub will merge into Akoya, with Akoya continuing as the surviving entity and a wholly owned subsidiary of Quanterix. This merger is subject to customary closing conditions including stockholder approvals. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on February 24, 2025, allowing the merger process to proceed. Akoya anticipates closing the merger in the second quarter of 2025, pending satisfaction of conditions. In connection with this, a preliminary Joint Proxy Statement/Prospectus has been filed with the SEC, urging investors to read all relevant documents. Forward-looking statements regarding the merger include anticipated benefits and risks associated with the merger, including timelines and integration challenges.

Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000150327425000015

Filing Summary: On February 24, 2025, Quanterix Corporation reported that it had entered into an Agreement and Plan of Merger with Akoya Biosciences, Inc. The merger involves Quanterix's wholly owned subsidiary, Wellfleet Merger Sub, Inc., merging with Akoya, resulting in Akoya becoming a wholly owned subsidiary of Quanterix. The waiting period required under the Hart-Scott-Rodino Antitrust Improvement Act expired on the same day. The completion of the merger is contingent upon customary closing conditions, including approval from the stockholders of both companies. Quanterix anticipates the merger will close in Q2 2025, pending these conditions. Investors are encouraged to read the joint proxy statement and prospectus filed with the SEC, which includes essential information regarding the transaction.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925016982

Filing Summary: On February 24, 2025, Akoya Biosciences, Inc. reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its merger with Quanterix Corporation. The merger agreement was initially disclosed on January 9, 2025, and involves Quanterix's subsidiary merging with Akoya, which will continue as a wholly owned subsidiary of Quanterix. The merger's closing is subject to approval by stockholders from both companies and is expected to occur in the second quarter of 2025, assuming all conditions are satisfied. Relevant regulatory filings, including a joint proxy statement and prospectus, have been made and are available for investor review. Investors are encouraged to read these documents carefully as they contain critical information regarding the proposed transaction.

Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000013

Filing Summary: On February 11, 2025, Quanterix Corporation's CEO, Masoud Toloue, presented to Akoya Biosciences, Inc. employees about the proposed acquisition of Akoya by Quanterix. Quanterix is planning to file a registration statement on Form S-4, which will include a joint proxy statement and prospectus from both companies. Investors are instructed to read the registration statement and the joint documents carefully, as they will contain important information regarding the companies and the acquisition. A definitive copy of these documents will be sent to stockholders once finalized, with both companies offering access to these documents via their respective websites. The announcement emphasizes that this communication does not constitute an offer to buy securities or solicit votes regarding the merger. There are forward-looking statements concerning the financial impact of the acquisition, anticipated benefits, and productivity synergies expected by the combined company. Risks involving the transaction's completion, such as regulatory approvals and market conditions, are also highlighted.

Form Type: 425

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925003968

Filing Summary: Akoya Biosciences, Inc. is engaged in a proposed merger with Quanterix, anticipated to close in Q2 2025. Until the merger closure, both companies will operate independently. The merger aims to enhance customer experience by combining Akoya's spatial biology capabilities with Quanterix's ultra-sensitive biomarker detection technologies. This strategic partnership is expected to lead to innovation in areas such as oncology, neurology, and immunology, offering opportunities for improved disease detection and patient outcomes. Customer support and product offerings will remain unaffected initially, with any changes communicated well in advance. Existing contracts and warranties will still be valid post-merger. The integration process will be managed carefully to ensure continuity of service, and customers can expect more exciting developments in their offerings after the merger is finalized.

Form Type: 425

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000150327425000008

Filing Summary: On January 15, 2025, Masoud Toloue, President and CEO of Quanterix Corporation, presented at the 43rd Annual J.P. Morgan Healthcare Conference regarding the pending merger with Akoya Biosciences, Inc. Key points discussed included the impending merger details, the filing of a registration statement on Form S-4 by Quanterix, and a joint proxy statement and prospectus. Stakeholders were urged to read all relevant documents carefully for detailed insights about the merger's impact on both companies. The communication emphasized that this does not constitute an offer or solicitation related to the merger and highlighted forward-looking statements regarding potential benefits from the merger, including financial performance projections and combined revenue expectations. The document also noted the expected strong growth, cost synergies, and enhanced operational capacity that the merger aims to achieve by 2026, along with cautionary statements regarding various risks associated with the merger process.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925004203

Filing Summary: On January 9, 2025, Quanterix Corporation entered into a Merger Agreement with Akoya Biosciences, Inc. and its wholly-owned subsidiary, Wellfleet Merger Sub, Inc. The merger will result in Akoya becoming a wholly-owned subsidiary of Quanterix. Each share of Akoya Common Stock will be exchanged for 0.318 shares of Quanterix Common Stock at the Effective Time of the merger. The Akoya Voting Agreement, which involves several Supporting Stockholders, obligates them to vote in favor of the merger and limits their ability to transfer shares. The Supporting Stockholders collectively own approximately 55.9% of Akoya's outstanding shares. The agreement is designed to facilitate the merger process and minimize complications related to competing proposals. After the merger, Akoya's shares will no longer be publicly traded, and Quanterix will have control over Akoya’s board and management. A registration statement for the merger will be filed with the SEC, including a joint proxy statement and prospectus for stockholders of both companies.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925004230

Filing Summary: On January 9, 2025, Akoya Biosciences, Inc. entered into a Merger Agreement with Quanterix Corporation and its wholly-owned subsidiary Wellfleet Merger Sub, Inc. The merger will see Merger Sub merge into Akoya, making Akoya a wholly-owned subsidiary of Quanterix. Pursuant to the agreement, Akoya's common stock will be exchanged for shares of Quanterix, at an exchange ratio of 0.318 shares for each share of Akoya. The deal is positioned to give Quanterix stockholders approximately 70% of its post-merger shares, while Akoya stockholders will retain about 30%. Additionally, existing equity awards from Akoya will convert to equivalent awards of Quanterix. The Board of Directors of Quanterix post-merger will include two directors nominated by Akoya. A voting agreement was executed on the same day, aligning the reporting persons to vote in favor of the merger and against competing proposals. The merger is subject to the usual conditions and corporate approvals. Regulatory filings with the SEC, including a registration statement on Form S-4, will follow, containing further details on the merger process, implications, and rights for shareholders.

Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003748

Filing Summary: Akoya Biosciences, Inc. has announced its intention to merge with Quanterix, aiming to create a fully integrated biomarker discovery and diagnostics solution. This merger is expected to close in the second quarter of 2025 and is designed to enhance the capabilities of both companies by combining Akoya's expertise in spatial biology with Quanterix's ultra-sensitive biomarker detection technology. The partnership intends to expedite advancements in biomarker-driven solutions and improve the accuracy of disease detection and monitoring across various fields such as oncology, immunology, and neurology. Customers are reassured that their Akoya products and services will remain unchanged during the interim period while the merger is finalized. Additional documentation related to the proposed merger will be filed with the SEC, including a registration statement and a joint proxy statement/prospectus, which are crucial for investors and security holders. The companies stress that this communication is not an offer to sell or solicit securities or votes regarding the merger.

Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000007

Filing Summary: On January 14, 2025, Quanterix Corporation issued a press release revealing preliminary, unaudited financial results for the fourth quarter and year ended December 31, 2024. The report includes results subject to completion of the company's normal close procedures and potential changes. The significant focus of the document is the proposed acquisition of Akoya Biosciences, Inc. by Quanterix. The company indicated it would file a registration statement on Form S-4 that includes a joint proxy statement of Quanterix and Akoya, detailing the acquisition and relevant financial information. Investors are advised to read the forthcoming Registration Statement and Joint Proxy Statement/Prospectus for important details on the transaction, which is currently in progress and subject to regulatory approvals. Forward-looking statements and cautionary notes regarding potential risks and uncertainties associated with the acquisition are highlighted.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925002311

Filing Summary: On January 9, 2025, Akoya Biosciences, Inc. entered into a Merger Agreement with Quanterix Corporation and its subsidiary, Wellfleet Merger Sub, Inc. The agreement stipulates that Wellfleet Merger Sub will merge with Akoya, with Akoya becoming a wholly-owned subsidiary of Quanterix post-merger. Each share of Akoya's common stock will exchange for 0.318 shares of Quanterix common stock. Additionally, Akoya's outstanding restricted stock units and options will convert into equivalent awards in Quanterix, following the same vesting conditions. Post-merger, Quanterix's stockholders will own approximately 70% of the combined entity, while Akoya's stockholders will own about 30%. The merger is contingent on various approvals, including from both companies' stockholders and regulatory bodies. Specific voting agreements were also executed, with staking support from both companies' significant shareholders to ensure the merger's success. The targeted completion date is by July 9, 2025, with a possible extension to January 9, 2026, under certain conditions.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925002565

Filing Summary: On January 10, 2025, Akoya Biosciences, Inc. announced a significant strategic move: an all-stock acquisition of Quanterix Corporation. This combination will leverage both companies' strengths in spatial biology and biomarker detection, enhancing capabilities in both tissue and blood analyses. The merger promises a combined revenue of approximately $220 million and a healthy financial state with about $175 million in cash at the close of the transaction, anticipated in Q2 2025. The unification is expected to expand Akoya's market reach across neurology, oncology, and immunology markets, creating a robust life sciences tools company poised for expansive market success.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000150327425000003

Filing Summary: On January 9, 2025, Quanterix Corporation entered into an Agreement and Plan of Merger with Wellfleet Merger Sub, Inc., a wholly owned subsidiary, and Akoya Biosciences, Inc. Under the agreement, Merger Sub will merge with Akoya, with Akoya becoming a wholly owned subsidiary of Quanterix. Each outstanding share of Akoya Common Stock will be exchanged for 0.318 shares of Quanterix Common Stock, with cash for fractional shares. The merger is subject to customary conditions including stockholder approvals and regulatory clearances. As of the effective time, Akoya will have the right to nominate two directors to Quanterix's board. The agreement also includes termination rights, voting agreements with stockholders, and a commitment to cooperate on financing, including up to $30 million in bridge financing. The anticipated closing date for the merger is July 9, 2025, with provisions for extensions.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000150327425000005

Filing Summary: On January 9, 2025, Quanterix Corporation entered into an Agreement and Plan of Merger with Wellfleet Merger Sub, Inc. and Akoya Biosciences, Inc. Under this agreement, Wellfleet Merger Sub will merge with Akoya, resulting in Akoya becoming a wholly owned subsidiary of Quanterix. The announcement of this merger was accompanied by a webinar on January 10, 2025, and various forms of e-communication to employees, customers, and vendors were prepared to provide supplemental information about the merger. Key documents related to the merger, including a registration statement on Form S-4, will be filed with the SEC, and investors are encouraged to read these documents for important information regarding the merger.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925002310

Filing Summary: On January 9, 2025, Akoya Biosciences, Inc. entered into an Agreement and Plan of Merger with Quanterix Corporation and its wholly-owned subsidiary, Wellfleet Merger Sub, Inc. The merger will result in Merger Sub merging with Akoya, with Akoya becoming a wholly-owned subsidiary of Quanterix after the transaction. Under the agreement, each share of Akoya common stock will be converted into the right to receive 0.318 shares of Quanterix common stock. Existing restricted stock units and options will convert to equivalent awards in Quanterix's stock. Post-merger, Quanterix stockholders will own approximately 70%, while Akoya stockholders will hold about 30% of Quanterix's shares. The agreement requires approval from the stockholders of both companies and must meet other customary conditions, like regulatory approvals. The agreement includes provisions for board composition and bridge financing arrangements, highlighting the transaction's complexities and strategic collaboration.