SCHEDULE 13D/A: Akoya Biosciences Terminates Quanterix Voting Agreement Following Amended Merger Deal

Akoya Biosciences, Inc. has terminated its Voting and Support Agreement with certain Quanterix Corp. stockholders, a procedural step following the execution of an Amended and Restated Agreement and Plan of Merger.

Summary

• Akoya Biosciences, Inc. (the "Reporting Person") filed an Amendment No. 1 to its Schedule 13D, updating its previous filing from January 16, 2025.
• On April 28, 2025, Akoya entered into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement") with Quanterix Corporation and Wellfleet Merger Sub, Inc., a wholly owned subsidiary of Quanterix.
• The A&R Merger Agreement amends and restates the original Agreement and Plan of Merger dated January 9, 2025.
• Pursuant to the A&R Merger Agreement, Merger Sub will merge with and into Akoya, with Akoya surviving as a wholly owned subsidiary of Quanterix.
• As a direct result of entering into the A&R Merger Agreement, the Voting and Support Agreement, dated January 9, 2025, between Akoya and certain Quanterix stockholders (including directors and executive officers), was terminated.
• The termination of the Voting Agreement means Akoya Biosciences, Inc. no longer beneficially owns any shares of Quanterix Common Stock; previously, it was deemed to beneficially own 2,955,532 shares due to provisions in the now-terminated Voting Agreement.
• Akoya Biosciences, Inc. has not effected any transactions in Quanterix Common Stock during the past sixty days.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment, serving as a factual and procedural update regarding the termination of a voting agreement due to an amended merger agreement. It does not convey positive or negative financial performance or strategic shifts beyond the procedural aspects of the merger.

Future Outlook

The document confirms that pursuant to the Amended and Restated Agreement and Plan of Merger, Wellfleet Merger Sub, Inc. will merge with and into Akoya Biosciences, Inc., resulting in Akoya surviving as a wholly owned subsidiary of Quanterix Corporation.

Industry Context

This filing represents a procedural update in the ongoing merger process between Akoya Biosciences, a life sciences company, and Quanterix Corporation, a company specializing in ultra-sensitive biomarker detection. Such amendments are common as merger agreements evolve and related contractual obligations are adjusted.

Related Party Transactions

• The Voting and Support Agreement, which was terminated, involved Akoya Biosciences, Inc. and certain Quanterix stockholders, including directors and executive officers of Quanterix. This agreement, now terminated, could be considered a related party transaction.

Stakeholder Impact

• Shareholders of Quanterix who were party to the Voting Agreement are directly impacted by its termination, as their voting obligations under that agreement have ceased.
• The broader impact on all shareholders of both Quanterix and Akoya will stem from the eventual completion of the merger, which this filing procedurally supports.

Next Steps

• Completion of the merger, where Akoya Biosciences, Inc. will become a wholly owned subsidiary of Quanterix Corporation, as outlined in the Amended and Restated Agreement and Plan of Merger.

Key Dates

Keywords

SEC filing, Schedule 13D, Amendment, Merger Agreement, Voting Agreement, Beneficial Ownership, Quanterix Corp, Akoya Biosciences, Corporate Action, Acquisition