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[Form 4] Akoya BioSciences, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Akoya Biosciences, Inc. (AKYA) – Form 4 insider filing dated 10 Jul 2025 details equity transactions by Chief Business Officer Dr. Niro Ramachandran that occurred upon the 8 Jul 2025 closing of the company’s merger with Quanterix Corporation.

Key points

  • The merger converted every AKYA share into 0.1461 Quanterix (QTRX) shares plus $0.38 cash ("Per Share Merger Consideration").
  • The insider executed a cashless exercise of 62,566 options at a $0.9087 strike (Code J), briefly lifting direct ownership to 324,703 shares before conversion.
  • Subsequent dispositions included 42,148 shares (Code F) for withholding and 151,930 common shares plus 130,625 unvested RSUs surrendered under the merger (Code J). Final AKYA common stock balance: 0 shares.
  • High-strike employee options totaling 160,000 shares (strikes $5.35–$12.30) were automatically terminated for no consideration.

Post-transaction, Akoya operates as a wholly owned subsidiary of Quanterix; future value for former Akoya holders rests in QTRX stock and the stated cash component.

Positive
  • Merger consideration confirmed: Each AKYA share exchanged for 0.1461 Quanterix share and $0.38 cash.
  • Cashless option exercise: 62,566 deep-in-the-money options exercised without cash, implying merger value exceeded $0.9087 strike.
Negative
  • Option cancellations: 160,000 employee options with strikes $5.35–$12.30 terminated with no payout.
  • Insider exit: Reporting person now holds zero AKYA shares, eliminating direct insider ownership of former entity.

Insights

TL;DR — Filing confirms merger close; insider converts all AKYA equity into Quanterix consideration, cancelling out-of-money options.

This Form 4 is chiefly administrative, documenting how Dr. Ramachandran’s holdings were treated at the 8 Jul 2025 merger closing. A cashless exercise shows the Per Share Merger Consideration exceeded the $0.9087 strike, while 160,000 higher-priced options were voided, suggesting the consideration was below those strike levels. The insider now holds no AKYA shares, aligning with Akoya’s status as a wholly owned Quanterix subsidiary. Investors gain clarity on the final conversion ratio—0.1461 QTRX shares plus $0.38 cash—yet this mirrors previously disclosed merger terms. Overall impact to valuation is neutral; the filing merely finalises already-priced information.

SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Ramachandran Niro Ph.D

(Last) (First) (Middle)
C/O AKOYA BIOSCIENCES, INC.
100 CAMPUS DRIVE, 6TH FLOOR

(Street)
MARLBOROUGH MA 01752

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Akoya Biosciences, Inc. [ AKYA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Business Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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) 62,566(2) A (2) 324,703 D
Common Stock 07/08/2025 F 42,148(2) D (2) 282,555 D
Common Stock 07/08/2025 J(3) 151,930(4) D (4) 130,625 D
Common Stock 07/08/2025 J(3) 130,625(5) D (4) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $0.9087 07/08/2025 J(1) 62,566(2) (2) 11/06/2030 Common Stock 62,566 $0 0 D
Employee Stock Option (Right to Buy) $11.88 07/08/2025 J(6) 45,000(7) (7) 03/23/2032 Common Stock 45,000 $0 0 D
Employee Stock Option (Right to Buy) $12.3 07/08/2025 J(6) 45,000(7) (7) 02/23/2033 Common Stock 45,000 $0 0 D
Employee Stock Option (Right t $5.35 07/08/2025 J(6) 70,000(7) (7) 02/22/2034 Common Stock 70,000 $0 0 D
Explanation of Responses:
1. Cashless exercise of options 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. 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 less than the value of the Per Share Merger Consideration (as defined below) was automatically cashless exercised.
3. Disposition of shares pursuant to Merger Agreement.
4. 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.
5. 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.
6. Disposition of options pursuant to Merger Agreement.
7. Pursuant to the Merger Agreement, as of 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/ Niro Ramachandran, Ph.D. 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.

FAQ

When did the Akoya-Quanterix merger close?

8 July 2025 is the Closing Date cited in the Form 4.

What do AKYA shareholders receive per share after the merger?

Each share converts into 0.1461 Quanterix shares plus $0.38 in cash.

How many shares did Chief Business Officer Niro Ramachandran acquire through cashless exercise?

He acquired 62,566 shares via a cashless option exercise (Code J).

Were any options cancelled as part of the merger?

Yes, 160,000 options with strike prices ranging from $5.35 to $12.30 were automatically terminated for no consideration.

Does the insider still own Akoya Biosciences stock?

No. Following the dispositions and merger conversion, the filing shows 0 shares of AKYA remaining.
Akoya Biosciences, Inc.

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Medical Instruments & Supplies
Laboratory Analytical Instruments
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United States
MARLBOROUGH