[POS AM] Akoya BioSciences, Inc. SEC Filing

Rhea-AI Filing Summary

Royal Bank of Canada ("RBC") has filed a 424B2 preliminary pricing supplement for a new structured product: Auto-Callable Contingent Coupon Barrier Notes linked to the common stock of Apple Inc. (AAPL). The two-year senior unsecured notes (Series J) are expected to price on July 22 2025, issue on July 25 2025 and mature on August 27 2026, unless automatically called earlier.

Key commercial terms

• Denomination: $1,000 minimum, CUSIP 78015QSS1
• Contingent coupon: 0.80% monthly (9.60% p.a.) paid only if AAPL’s closing price on the relevant observation date ≥ 78% of the initial price (Coupon Threshold).
• Automatic call: Beginning six months after trade date, the notes are redeemed at par + current coupon if AAPL ≥ initial price on any monthly call observation date.
• Principal barrier: If not called, full principal is repaid only if final AAPL price ≥ 78% of initial; otherwise holders receive AAPL shares worth the depressed value (physical delivery amount = $1,000 / initial price).
• Initial estimated value: $920.24 – $970.24 per $1,000, below the 100% public offering price; underwriting discount 1.50%.
• The notes are not FDIC/CDIC insured, bail-inable, or exchange-listed and are subject to RBC credit risk.

Illustrative outcomes: If AAPL falls ≥22.01% at maturity and the notes were never called, investors suffer proportionate equity loss (e.g., –50% AAPL leads to $500 value). Upside in AAPL above par is forfeited; maximum return equals accumulated coupons.

Risk disclosure highlights: potential loss of principal, possibility of zero coupons, limited liquidity, valuation below issue price, tax uncertainty under U.S. rules, and conflicts of interest as RBCCM acts as both underwriter and calculation agent.

Positive

• High contingent coupon of 9.60% per annum, payable monthly if the coupon threshold is met.
• Automatic call feature allows principal return after only six months if AAPL performs well, shortening duration risk.
• Principal protection up to a 22% decline in AAPL at maturity provides partial downside buffer.
• No bail-in conversion language confirms the notes will not be subject to Canadian bail-in rules.

Negative

• Principal loss risk: AAPL drop below 78% at maturity converts investment into shares worth significantly less, potentially zero.
• Limited upside: investors forego any equity appreciation, total return capped at coupon income.
• Initial estimated value 3–8% below issue price, indicating immediate mark-to-market drag.
• No secondary market listing, and RBC may cease market-making at any time, leading to potential illiquidity and large bid-ask spreads.
• Tax uncertainty: U.S. federal income tax treatment of coupons is unclear, with possible 30% withholding for non-U.S. holders.

Insights

Structured Products Analyst

TL;DR – Typical high-coupon auto-call note; risk transfer from RBC to retail, neutral credit impact.

The filing outlines a standard U.S. market structured note. Investors receive an attractive 9.6% contingent coupon in exchange for shouldering equity downside beyond –22% and foregoing all upside above par. The 78% barrier is relatively shallow versus common 70% levels, slightly increasing risk. Early auto-call after six months caps coupon accrual, favouring the issuer if AAPL remains strong. The 3–8% underwriting spread (public price vs. estimated value) embeds selling concessions and hedging costs, immediately diluting investor value. From RBC’s perspective, the issuance provides low-cost funding and generates fee income; given RBC’s large balance sheet, the size is immaterial. Market impact: neutral.

Risk Analyst

TL;DR – Note exposes holders to three layered risks: issuer credit, AAPL equity, and liquidity.

Credit: payments depend on RBC’s senior unsecured capacity; no bail-in conversion risk is a slight positive. Market: a 78% barrier means modest equity drawdowns convert to substantial capital loss; historical AAPL volatility suggests ~20% moves in a year are common. Liquidity: absence of listing and discretionary market-making could force distressed sales at wide bid-ask spreads. The tax discussion confirms treatment uncertainty and potential 30% withholding for non-U.S. investors. Overall risk profile skews negative for retail buyers, but not material for institutional investors or RBC shareholders. Impact rating: neutral.

 

As filed with the Securities and Exchange Commission on July 8, 2025

 

Registration No. 333-268214

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-3 REGISTRATION STATEMENT NO. 333-268214

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Akoya Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	 	 	 	47-5586242
(State or other jurisdiction of incorporation or organization)	 	 	 	(IRS Employer Identification No.)

 

100 Campus Drive, 6th Floor

Marlborough, MA 01752

(855) 896-8401

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Masoud Toloue, Ph.D.

President and Chief Executive Officer

Quanterix Corporation 900 Middlesex Turnpike

Billerica, MA 01821

(617) 301-9400

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With a copy to:

Kerry S. Burke
Catherine Dargan
Kyle Rabe
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, D.C. 20001
(202) 662-6000   Laurie A. Churchill
General Counsel and Secretary
Quanterix Corporation
900 Middlesex Turnpike
Billerica, MA 01821
(617) 301-9400  

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment No. 1 to Form S-3 (Registration No. 333-268214) is being filed to deregister all of the securities that remain unsold under the Registration Statement as of the date hereof.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x	Smaller reporting company  x
 	Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

 

 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) by Akoya Biosciences, Inc. (the “Registrant”):

 

· Registration Statement on Form S-3 (No. 333- 268214), pertaining to the registration of up to (i) $150,000,000 of the Registrant’s common stock, preferred stock, debt securities, warrants, and units and (ii) the issuance and sale by the Registrant of shares of common stock of the Registrant of up to a maximum aggregate offering price of $50,000,000 that may be offered and sold pursuant to an equity distribution agreement;

 

On July 8, 2025, pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of April 28, 2025, by and among the Registrant, Quanterix Corporation (“Quanterix”) and Wellfleet Merger Sub, Inc., a wholly owned subsidiary of Quanterix (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Quanterix (the “Merger”).

 

As a result of the Merger, any and all offerings of the Registrant’s securities pursuant to the above-referenced Registration Statement have been terminated. In compliance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the registrant is filing this Post-Effective Amendment to remove from registration, by means of a post-effective amendment, any of the registered securities which remain unsold under the Registration Statement as of the date of this Post-Effective Amendment.  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Akoya Biosciences, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Billerica, Commonwealth of Massachusetts, on this

day of July 8, 2025.  

 

Date: July 8, 2025	Akoya Biosciences, Inc.
 	 
 	 
 	By:	/s/ Vandana Sriram
 	Name:	Vandana Sriram
 	Title:	Treasurer

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon Rule 478 of the Securities Act of 1933, as amended.  

 

 

FAQ

What is the coupon rate on Royal Bank of Canada’s Apple-linked notes (CUSIP 78015QSS1)?

The notes offer a contingent coupon of 0.80% per month (9.60% per annum) when AAPL closes ≥ 78% of its initial price on the observation date.

When can the RBC notes be auto-called?

Starting with the sixth observation date (January 22 2026), the notes are automatically called if AAPL closes at or above its initial price on any monthly call observation date.

How much principal protection do investors have?

Full principal is repaid at maturity only if AAPL’s final price is at least 78% of its initial price; otherwise investors receive depreciated AAPL shares.

What is the initial estimated value compared with the public offering price?

RBC estimates the value at $920.24 – $970.24 per $1,000, below the 100% public price, reflecting fees and hedging costs.

Are the Apple-linked notes insured or bail-inable?

No. The notes are not FDIC/CDIC insured and are not bail-inable; payments depend solely on RBC’s creditworthiness.