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 |
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47-5586242 |
(State or other jurisdiction of
incorporation or organization) |
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(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. |
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By: |
/s/ Vandana Sriram |
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Name: |
Vandana Sriram |
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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.
