Chief Legal Officer Kamocsay Jennifer disposed of 179,272 shares, closing all direct ownership in the company (SEC Form 4)
$AKYA
Biotechnology: Laboratory Analytical Instruments
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Akoya Biosciences, Inc. [ AKYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/08/2025 | J(1) | 16,772(2) | D | (2) | 162,500 | D | |||
| Common Stock | 07/08/2025 | J(1) | 162,500(3) | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $7.6 | 07/08/2025 | J(4) | 75,000(5) | (5) | 03/20/2033 | Common Stock | 75,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $5.35 | 07/08/2025 | J(4) | 70,000(5) | (5) | 02/22/2034 | Common Stock | 70,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposition of shares pursuant to that certain Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025, as amended (the "Merger Agreement"), by and among Quanterix Corporation, a Delaware corporation ("Quanterix"), Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix ("Merger Sub"), and Issuer. On July 8, 2025 (the "Closing Date"), Merger Sub merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Quanterix. |
| 2. In connection with the terms of the Merger Agreement, each share of common stock of Issuer outstanding on the Closing Date was converted into the right to receive (a) 0.1461 of a share of common stock of Quanterix (the "Per Share Stock Consideration") and (b) $0.38 in cash, without interest (the "Per Share Cash Consideration" and together with the Per Share Stock Consideration, the "Per Share Merger Consideration"). Each of the Per Share Stock Consideration and the Per Share Cash Consideration may be adjusted pursuant to the terms of the Merger Agreement. |
| 3. Represents aggregate share value of Issuer restricted stock units ("RSU") unvested immediately prior to the Closing Date (each individual RSU, a "Rollover RSU"). On the Closing Date, each Rollover RSU was automatically converted into the right to receive the Per Share Merger Consideration for each share of Issuer common stock subject to such Rollover RSU upon vesting, subject to the same terms and conditions of each Rollover RSU in effect immediately prior to the effectiveness of the Merger. |
| 4. Disposition of options pursuant to Merger Agreement. |
| 5. Pursuant to the Merger Agreement, as of the Closing Date, each outstanding option to purchase Issuer common stock was accelerated and each option with a per share exercise price equal to or greater than the Per Share Merger Consideration was automatically terminated and cancelled for no consideration. |
| /s/ Jennifer Kamocsay | 07/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||