Form 4: Akoya Biosciences Chief Business Officer Completes Equity Conversion Following Quanterix Merger

Akoya Biosciences, Inc. Chief Business Officer, Niro Ramachandran, Ph.D., converted his equity holdings into Quanterix Corporation shares and cash following the merger of Akoya into a wholly-owned subsidiary of Quanterix.

Summary

• Akoya Biosciences, Inc. (AKYA) merged with and into Wellfleet Merger Sub, Inc., a wholly-owned subsidiary of Quanterix Corporation, on July 8, 2025, with Akoya surviving as a wholly-owned subsidiary of Quanterix.
• Niro Ramachandran, Ph.D., Chief Business Officer of Akoya Biosciences, reported changes in his beneficial ownership of Akoya common stock and derivative securities due to the merger.
• On the closing date, 62,566 shares of Akoya common stock were acquired by Ramachandran through a cashless exercise of options.
• Subsequently, 42,148 shares were disposed of, likely for tax withholding related to the cashless exercise.
• A total of 151,930 shares of Akoya common stock were disposed of pursuant to the merger agreement.
• An additional 130,625 shares, representing unvested restricted stock units (RSUs), were also disposed of, converting into the right to receive merger consideration upon vesting.
• Following these transactions, Niro Ramachandran's direct beneficial ownership of Akoya common stock is 0 shares.
• All outstanding employee stock options to purchase Akoya common stock were either cashless exercised (if exercise price was less than merger consideration) or terminated and cancelled for no consideration (if exercise price was equal to or greater than merger consideration).
• Specifically, options with exercise prices of $0.9087, $11.88, $12.3, and $5.35 were disposed of, resulting in 0 beneficial ownership of these derivative securities post-merger.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger successfully closed, allowing the insider to convert equity holdings into the acquiring company's stock and cash, and realize value from in-the-money options. The termination of out-of-the-money options is a standard outcome in such transactions and does not significantly detract from the overall positive completion of the merger.

Positives

• The merger provided a defined exit strategy for Akoya Biosciences shareholders, converting their shares into a combination of Quanterix stock and cash.
• In-the-money employee stock options were accelerated and automatically cashless exercised, allowing the Chief Business Officer to realize value from these holdings.

Negatives

• Employee stock options with an exercise price equal to or greater than the per share merger consideration were automatically terminated and cancelled for no consideration, resulting in a loss of potential value for those specific options.

Future Outlook

The document details a completed merger transaction and the resulting changes in insider equity holdings. It does not provide forward-looking statements or guidance regarding the future performance or strategic direction of the combined entity.

Industry Context

This filing reflects a consolidation event within the life sciences and biotech tools sector, where Akoya Biosciences, a company focused on spatial biology solutions, has been acquired by Quanterix Corporation, a company specializing in ultra-sensitive biomarker detection. Such mergers are common in the industry as companies seek to expand their technological portfolios, market reach, and achieve economies of scale.

Stakeholder Impact

• Shareholders of Akoya Biosciences received a combination of Quanterix common stock and cash for their shares, providing a liquidity event and continued equity exposure to the combined entity.
• Employees, including the Chief Business Officer, had their equity incentives (options and RSUs) converted or exercised in accordance with the merger terms, impacting their personal financial holdings and future equity participation within the new corporate structure.

Next Steps

• Unvested Restricted Stock Units (RSUs) converted into the right to receive the Per Share Merger Consideration will continue to vest under their original terms and conditions.

Key Dates

Keywords

Akoya Biosciences, Quanterix Corporation, Merger, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Options, Restricted Stock Units, Corporate Acquisition, Equity Conversion