M&A - Quanterix Corp

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000150327425000042

Filing Summary: On April 2, 2025, Quanterix Corporation entered into a Securities Purchase Agreement with Akoya Biosciences, Inc., allowing Akoya to sell up to $30 million in convertible promissory notes to Quanterix. These notes can be drawn upon starting May 15, 2025, or until the merger agreement between Quanterix and Akoya is closed or terminated, but not before. The agreement includes provisions for a registration rights agreement once any notes are issued and is subordinate to Akoya's existing loans. The document outlines the Convertible Note's terms, including interest rates tied to SOFR, conversion rights into Akoya common stock, and various covenants. Quanterix is also preparing a registration statement with the SEC related to the merger, encouraging investors to review all relevant documents for more information about the merger and the companies involved.

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Form Type: S-4/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032013

Filing Summary: Quanterix Corporation is in the process of merging with Akoya Biosciences, Inc. under an Agreement and Plan of Merger dated January 9, 2025. The merger involves Wellfleet Merger Sub, Inc., a wholly owned subsidiary of Quanterix, merging into Akoya, with Akoya becoming a wholly owned subsidiary of Quanterix. Each Akoya common stock will convert into the right to receive 0.318 shares of Quanterix common stock at closing. Approximately 70.99% of the combined company will be owned by current Quanterix shareholders, while Akoya shareholders will own about 29.01%. Post-merger, Akoya's common stock will cease to trade publicly, and Quanterix will continue on the Nasdaq under the symbol 'QTRX'. Special meetings are scheduled for both Quanterix and Akoya stockholders to vote on the merger and related proposals. The document urges all stockholders to vote promptly and outlines procedures for proxy voting. The boards of both companies have recommended approval of the merger, asserting its fairness and benefits to their stockholders.

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Form Type: S-4/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925029411

Filing Summary: Quanterix Corporation has filed an amendment to its Form S-4 Registration Statement concerning a proposed merger with Akoya Biosciences, Inc. The merger agreement outlines that Merger Sub will merge into Akoya, making Akoya a wholly owned subsidiary of Quanterix. Each share of Akoya's common stock will convert into a right to receive 0.318 share of Quanterix common stock. The ratio will remain fixed and unaffected by market price fluctuations until the merger's completion. Following this merger, Quanterix stockholders will own approximately 70.99% of the combined company's shares, while former Akoya stockholders are expected to own approximately 29.01%. Quanterix's common stock will remain listed on the Nasdaq Global Market, while Akoya’s stock will cease to be publicly traded after the merger. Stockholder meetings for approval of the merger are scheduled for both companies.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000150327425000029

Filing Summary: On March 17, 2025, Quanterix Corporation disclosed a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. Additionally, Quanterix is in the process of acquiring Akoya Biosciences, Inc. (the 'Merger') and has filed a registration statement on Form S-4 with the SEC, which includes a preliminary joint proxy statement and prospectus for both companies. Stockholders are urged to read these documents carefully as they contain significant information about the Merger. Participants in the solicitation may include directors and executive officers from both companies. The filing emphasizes the associated risks and uncertainties that could affect the anticipated benefits of the Merger. Moreover, the document categorically states that it does not constitute an offer to sell securities or solicitation for votes concerning the Merger, and cautionary statements regarding forward-looking projections are highlighted.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000150327425000022

Filing Summary: On March 3, 2025, Quanterix Corporation issued a press release discussing its proposed acquisition of Akoya Biosciences, Inc. as per the Agreement and Plan of Merger. The completion of the merger is contingent on customary closing conditions, including shareholder approvals from both Quanterix and Akoya. The merger is expected to close in the second quarter of 2025. Furthermore, the document touches upon Kent Lake Partners nominating three candidates for election to the Quanterix Board of Directors for the upcoming Annual Meeting of Shareholders. Investors are encouraged to read the relevant documents associated with the merger for comprehensive details on this transaction.

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Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000150327425000017

Filing Summary: On February 24, 2025, Quanterix Corporation reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act for its proposed merger with Akoya Biosciences, Inc. The merger involves Quanterix's wholly owned subsidiary merging with Akoya, which will survive as a subsidiary of Quanterix. The completion of the merger is subject to customary closing conditions including stockholder approvals from both companies. Quanterix expressed an expectation to finalize the merger in the second quarter of 2025, pending the aforementioned conditions. Additionally, a Registration Statement containing a preliminary joint proxy statement was filed, urging investors to read all relevant documents regarding the transaction when available.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000006

Filing Summary: On January 14, 2025, Quanterix Corporation issued a press release providing selected preliminary, unaudited financial information for the fourth quarter and year ended December 31, 2024. The document highlights the issuance of this preliminary information, stating it does not present all necessary data to understand the company's financial condition fully. Additionally, the communication includes important information about Quanterix's proposed acquisition of Akoya Biosciences, Inc., detailing intentions to file a registration statement on Form S-4, containing a joint proxy statement and prospectus. The press release urges investors and security holders to read these documents carefully once available, as they will provide critical insights regarding the proposed transaction. Key risks and uncertainties associated with the acquisition process are outlined, including potential regulatory approvals, integration issues, and other market factors that could affect anticipated benefits. The filing advises caution regarding forward-looking statements related to the acquisition, emphasizing the possibility that actual results might differ from expectations due to various risk factors.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000150327425000002

Filing Summary: On January 9, 2025, Quanterix Corporation entered into a Merger Agreement with Akoya Biosciences, Inc., wherein a wholly owned subsidiary of Quanterix (Wellfleet Merger Sub) will merge with Akoya. As part of the merger, each share of Akoya Common Stock will convert into the right to receive 0.318 shares of Quanterix Common Stock. The merger requires the approval of both companies' stockholders and is subject to customary regulatory conditions. Akoya will nominate two members to Quanterix's board post-merger. Mutual termination rights exist, with fees of $7 million for Akoya and $9 million for Quanterix under specific conditions. Both firms will also agree on lock-up and voting agreements to secure stockholder support for the merger.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000150327425000004

Filing Summary: On January 9, 2025, Quanterix Corporation entered into a Merger Agreement with Wellfleet Merger Sub, Inc., a wholly owned subsidiary, and Akoya Biosciences, Inc. This merger will result in Akoya surviving as a wholly owned subsidiary of Quanterix. Following the announcement, Quanterix hosted a webinar to discuss the merger on January 10, 2025. The announcement included various supplemental communications to employees, customers, and vendors, as well as social media posts from the CEO. There will be a joint proxy statement and prospectus filed with the SEC regarding the merger, and stockholders are advised to read these documents carefully for important information.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000150327425000001

Filing Summary: On January 8, 2025, Quanterix Corporation completed the acquisition of Emission Inc. The acquisition was executed pursuant to a Share Purchase Agreement dated December 16, 2024. Under the terms of the agreement, Quanterix purchased all issued and outstanding shares of Emission for an upfront payment of $10 million, with an additional $10 million payable upon completion of certain technical milestones. Furthermore, the Shareholders of Emission may receive up to an additional $50 million in earnout payments through December 31, 2029, dependent on the performance milestones which the Company anticipates will be funded primarily through cash generated from attaining the earnout criteria. A detailed description of the Purchase Agreement is provided, with a reference to its prior filing as Exhibit 2.1.

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