Kent Lake Responds to Quanterix's Post-Effective Amendment and Akoya's Superior $1.40-per-Share Alternative Proposal

Rhea-AI Summary

Kent Lake, holding 6.9% of Quanterix (QTRX) shares, responds to developments in the proposed merger with Akoya Biosciences (AKYA). The key points include: 1. Akoya received an unsolicited all-cash offer of $1.40 per share, representing a 22% premium over both Akoya's 30-day VWAP and Quanterix's implied offer. 2. Quanterix's amended merger terms, which bypass shareholder voting, include $20 million in cash and 8.4 million new shares. 3. Quanterix trades at $4.75 per share, below its net cash position, with a negative enterprise value of $80 million. Kent Lake strongly opposes any increase in Quanterix's offer, citing concerns about value destruction, balance sheet risks, and management's unrealistic break-even projections for 2026, especially given the combined companies' current $80 million burn rate.

Positive

• Third-party all-cash offer for Akoya represents a 22% premium over current deal terms
• Removal of shareholder voting requirement acknowledges and addresses stockholder concerns
• Quanterix generates over $100 million in revenue

Negative

• Combined companies currently burning over $80 million
• Quanterix trading at negative $80 million enterprise value
• Management's break-even projections for 2026 deemed unrealistic
• Significant balance sheet risk from potential increased cash offer
• Strong shareholder opposition to the merger
• Management has already missed projections twice in 2025
• Proposed 2026 NIH budget cuts threaten revenue growth

Insights

Corporate Strategy Analyst

Major shareholder Kent Lake strongly opposes Quanterix's pursuit of Akoya acquisition, citing value destruction and shareholder opposition.

This press release reveals significant shareholder opposition to Quanterix's planned acquisition of Akoya Biosciences. Kent Lake, holding 6.9% of Quanterix, is publicly challenging the company's management regarding a transaction that appears increasingly contentious. The situation has escalated with Quanterix restructuring the deal to avoid a shareholder vote - a clear indication management anticipated defeat if put to shareholders.

What's particularly telling is the market's negative reaction. Quanterix trades at approximately $4.75 per share, which Kent Lake notes is below its net cash position, giving the company a negative enterprise value of roughly $80 million. This valuation suggests investors believe management is destroying rather than creating value through this acquisition strategy.

Adding complexity is a competing $1.40-per-share all-cash offer for Akoya from an unnamed third party - representing a 22% premium over Quanterix's implied offer. If Quanterix attempts to match this offer, it would need to increase cash consideration by an additional $20 million, further depleting its balance sheet.

The fundamental disconnect centers on CEO Dr. Toloue's claim that the combined entity would break even in 2026. Kent Lake challenges this projection, noting that with combined cash burn exceeding $80 million annually, even achieving the promised $55 million in synergies would still leave a $25 million shortfall. With proposed NIH budget cuts threatening sector revenue growth, this transaction represents significant financial risk.

This situation exemplifies the classic corporate governance conflict between entrenched management pursuing strategic visions versus shareholders focused on capital allocation and risk management. By amending the deal structure to circumvent shareholder approval, management has escalated tensions with its investor base - a approach that rarely ends well for leadership teams.

RINCON, Puerto Rico, May 23, 2025 /PRNewswire/ -- Kent Lake PR LLC ("Kent Lake"), a holder of approximately 6.9% of the outstanding common stock of Quanterix Corporation ("Quanterix" or the "Company") (NASDAQ: QTRX), today issued the following statement regarding the Company's Post-Effective Amendment to its S-4 registration statement and Akoya Biosciences' ("Akoya") (NASDAQ: AKYA) disclosure of an unsolicited all-cash offer at $1.40-per-share.

"Quanterix's amended merger terms (the "Amended Merger Agreement"), structured to avoid a shareholder vote, already commit the company to pay $20 million in cash alongside 8.4 million newly issued shares in its misguided pursuit of Akoya. On May 20, 2025, Akoya disclosed an unsolicited third-party all-cash tender offer at $1.40-per-share, a 22% premium over Akoya's 30-day VWAP and Quanterix's implied offer price under the Amended Merger Agreement. To match this clearly superior proposal, Quanterix would need to increase its cash consideration by an additional $20 million.

The Quanterix Board must not double down on this value-destructive merger.

At approximately $4.75-per-share, Quanterix trades at a material discount to its net cash position, reflecting investor concerns over the significant value destruction resulting from this transaction. The post-effective amendment filed by Quanterix clearly acknowledges stockholder opposition as a key driver behind renegotiating the merger terms, ultimately leading to the removal of the shareholder voting requirement:¹

• "…Dr. Toloue had communicated…that some of Quanterix's largest stockholders expressed concerns that the market had deteriorated…and, as a result, no longer intended to vote in favor of the share issuance contemplated in the Original Merger Agreement."
     
• "Representatives of Spotlight conveyed their estimation that the likelihood of obtaining Quanterix stockholder approval for the share issuance on the terms set forth in the Original Merger Agreement was low." 
     
• "…the Akoya Strategic Transactions Committee discussed the high degree of risk that the conditions to the closing of the transaction, on the terms contemplated in the Original Merger Agreement, would not be satisfied, and therefore that the transaction would not be consummated."

At this point, we believe the pursuit of an alternative competitive proposal by the Quanterix Board would place Quanterix's balance sheet at significant risk.

Dr. Toloue promises the combined company will break even in 2026, but his projections have already been missed twice in 2025 and cannot be relied upon. Simple math does not support his claims for break-even in 2026, given the combined companies are currently burning over $80 million. Even if he achieves the $55 million in synergies he promises, it will still leave Quanterix burning $25 million in 2026. Counting on significant revenue growth in 2026 is far too risky given the proposed 2026 NIH budget cuts.

If Quanterix raises its cash offer for Akoya, that will create significant balance sheet risk during a period of industry turmoil and would represent a fiduciary breach by the Quanterix Board. Additionally, if the Board further pursues Akoya, they should understand they are doing so against the will of their own shareholders.

Quanterix currently has an enterprise value of negative $80 million. While Dr. Toloue continues to blame the macro environment for Quanterix's share price decline, we challenge him to identify any other life science tools company generating over $100 million in revenue and trading at a negative enterprise value. This proves that investors see value destruction, not value creation, in the Akoya deal. If the Board chooses to ignore this strong market signal yet again, it demonstrates they are continuing to act against the expressed views of their largest shareholders, as well as the market overall.

In response to this clearly superior third-party proposal for Akoya, we call upon the Quanterix Board to allow Akoya to accept a superior proposal without increasing the purchase consideration offered by Quanterix. Increasing the Akoya purchase consideration in any way while simultaneously denying Quanterix shareholders their right to vote on the Merger, which the Board knows Quanterix shareholders do not support, and puts Quanterix's balance sheet further at risk, would represent a breach of fiduciary duty.

Additionally, if the Quanterix Board undervalues their own shares to such an extent that they are willing to weaken their balance sheet significantly and issue shares at a negative enterprise value to acquire a struggling Akoya, they should instead run a strategic alternatives process on Quanterix and sell the company to the highest bidder."

About Kent Lake

Kent Lake Partners LP is an investment fund founded by Ben Natter in 2019 with a focus on small and mid-capitalization public equities, particularly in the healthcare space. Mr. Natter has over a decade of successful public healthcare equity investing experience.

Certain Information Concerning the Participants

Kent Lake Partners LP ("Kent Lake Partners"), together with the other Participants (as defined below), intends to file a preliminary proxy statement and an accompanying GOLD universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for, among other matters, the election of its slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of Quanterix Corporation, a Delaware corporation (the "Company").

KENT LAKE PARTNERS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING ITS GOLD PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are currently anticipated to be Kent Lake Partners, Kent Lake PR LLC ("Kent Lake PR") and Benjamin Natter (collectively, the "Kent Lake Parties"); and Alexander G. Dickinson, Bruce Felt and Hakan Sakul (the "Kent Lake Nominees" and collectively with the Kent Lake Parties, the "Participants").

As of the date hereof, Kent Lake Partners directly beneficially owned 2,688,472 shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"). Kent Lake PR, as the investment adviser and as the general partner to Kent Lake Partners, may be deemed to beneficially own the 2,688,472 shares of Common Stock beneficially owned by Kent Lake Partners. Mr. Natter, as the Managing Member of Kent Lake PR, may be deemed to beneficially own the 2,688,472 shares of Common Stock beneficially owned by Kent Lake Partners. None of the Kent Lake Nominees beneficially own any shares of Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed.

Investor Contacts

Ben Natter, 415-237-0007
info@kentlakecap.com 

Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie Mellone
212-257-1311 / 888-368-0379
info@saratogaproxy.com 

¹ Amended Background to the Merger, beginning on page 222 of the Post-Effective Amendment, filed May 21, 2025.

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SOURCE Kent Lake PR LLC

FAQ

What is Kent Lake's stake in Quanterix (QTRX) and why are they opposing the Akoya merger?

Kent Lake owns 6.9% of Quanterix and opposes the merger due to concerns about value destruction, balance sheet risks, and unrealistic break-even projections for 2026.

What are the terms of Quanterix's amended merger agreement with Akoya (AKYA)?

The amended merger agreement includes $20 million in cash and 8.4 million newly issued shares, structured to avoid a shareholder vote.

What is the competing offer for Akoya Biosciences (AKYA)?

Akoya received an unsolicited all-cash tender offer of $1.40 per share, representing a 22% premium over both Akoya's 30-day VWAP and Quanterix's implied offer price.

Why is Quanterix (QTRX) trading at a negative enterprise value?

Quanterix trades at $4.75 per share, below its net cash position, resulting in a negative $80 million enterprise value due to investor concerns over value destruction from the proposed Akoya merger.

What are the main financial concerns about the Quanterix-Akoya merger?

Key concerns include the combined companies' $80 million burn rate, unrealistic break-even projections for 2026, potential balance sheet risks, and the impact of proposed 2026 NIH budget cuts on revenue growth.