Amendment: SEC Form SCHEDULE 13D/A filed by Akoya BioSciences Inc.
$AKYA
Biotechnology: Laboratory Analytical Instruments
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Quanterix Corp (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
74766Q101 (CUSIP Number) |
Patrick O'Malley DLA Piper LLP (US), 4365 Executive Drive, Suite 1100 San Diego, CA, 92121 (858) 677-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74766Q101 |
| 1 |
Name of reporting person
Akoya Biosciences, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Quanterix Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
900 Middlesex Turnpike, Billerica,
MASSACHUSETTS
, 01821. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed on January 16, 2025 (the "Schedule 13D"). Except as specifically amended by this Amendment No. 1, the Schedule 13D remains in full force and effect. Capitalized terms used but not otherwise defined herein shall have the respective meanings previously ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Termination of the Voting Agreement
On April 28, 2025, Akoya Biosciences, Inc., a Delaware corporation(the "Reporting Person" or "Akoya"), entered into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement"), with Quanterix Corporation, a Delaware corporation ("Quanterix"), and Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Akoya (the "Merger"), with Akoya surviving such Merger as a wholly owned subsidiary of Quanterix. The A&R Merger Agreement amends and restates in its entirety the Agreement and Plan of Merger, dated as of January 9, 2025, by and among Quanterix, Merger Sub and Akoya (the "Original Merger Agreement").
In connection with the entry into the Original Merger Agreement and as previously announced, Akoya had entered into a Voting and Support Agreement dated as of January 9, 2025 (the "Voting Agreement") with certain of Quanterix's stockholders, including the directors and executive officers of Quanterix. As a result of the entry into the A&R Merger Agreement, the Voting Agreement was terminated pursuant to its terms.
The foregoing description of the A&R Merger Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed hereto as Exhibit 99.2. | ||
| Item 4. | Purpose of Transaction | |
The information contained in Item 3 of this Schedule 13D is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Beneficial ownership of shares of Common Stock by the Reporting Person was reported in the Schedule 13D solely because the Reporting Person could have been deemed to have beneficial ownership of 2,955,532 shares of Common Stock as a result of certain provisions contained in the Voting Agreement. The Voting Agreement terminated by its terms on April 28, 2025, and the Reporting Person does not currently beneficially own any shares of Common Stock. | |
| (b) | To the knowledge of the Reporting Person, none of the persons named in Schedule A to the Schedule 13D beneficially owns any shares of Common Stock. | |
| (c) | The Reporting Person has not effected any transaction in Common Stock during the past sixty days and, to the knowledge of the Reporting Person, none of the persons listed on Schedule A have effected any such transaction. | |
| (d) | Not applicable. | |
| (e) | April 28, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Item 3 of this Schedule 13D is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Schedule A
99.2 Amended and Restated Agreement and Plan of Merger, dated as of April 28, 2025, by and among Quanterix Corporation, Wellfleet Merger Sub, Inc. and Akoya Biosciences, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on April 29, 2025 by Akoya Biosciences, Inc.) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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