Akoya Biosciences Deregisters 15.4M Unused Shares After Quanterix Merger

Accepted by SEC EDGAR 07/08/2025 - 12:37 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Akoya Biosciences, Inc. (AKYA) has filed Post-Effective Amendment No. 1 to five prior Form S-8 registration statements covering a combined 15,413,349 shares that were reserved for issuance under the company’s 2015 and 2021 equity compensation and employee stock purchase plans. The amendment formally withdraws any shares that remain unissued under those plans.

The filing follows the closing of the previously announced merger whereby Wellfleet Merger Sub, Inc., a wholly-owned subsidiary of Quanterix Corporation, merged with and into Akoya on 8 July 2025. Akoya survived the transaction as a wholly-owned subsidiary of Quanterix. Because Akoya is no longer an independent public company, its equity incentive plans and related share offerings have been terminated and the SEC registrations are no longer required.

Operationally, the amendment is an administrative step with no impact on outstanding Akoya shares already converted in the merger. It eliminates potential registration maintenance costs and SEC reporting obligations tied to the now-obsolete plans. The document provides no new financial results, outlook, or merger consideration details—investors should rely on prior merger communications for those specifics.

Positive

• Merger completion confirmed: filing evidences that the Quanterix–Akoya transaction successfully closed on 8 July 2025, removing deal-completion risk.
• Administrative cost savings: deregistration of 15.4 million unused shares eliminates future SEC filing fees and compliance work tied to obsolete plans.

Negative

• Equity incentive flexibility reduced: withdrawal of unissued shares ends Akoya-specific stock compensation programs, requiring migration to Quanterix plans.

Insights

Corporate Governance Expert

TL;DR Completion of Quanterix–Akoya merger triggers routine deregistration of unused plan shares; governance and filing obligations reduced.

The amendment is a standard corporate housekeeping measure required under Rule 478. By removing unissued shares from registration, Akoya prevents inadvertent securities law exposure and associated fees. The filing confirms legal consummation of the merger, closing any residual regulatory loop for the legacy incentive programs. As Akoya now operates privately within Quanterix, employee equity will likely transition to Quanterix-level plans, but that is outside the scope of this document.

Financial Analyst

TL;DR Filing is neutral for valuation—merger already priced; amendment simply tidies up unused share registrations.

From a capital-markets perspective the action neither adds dilution nor introduces new capital. It merely eliminates up to 15.4 million previously registered but unissued shares, confirming there will be no further standalone Akoya issuances. Any financial impact—synergies, cost savings, or integration risk—originates from the merger itself, not this amendment. Accordingly, I view the filing as non-impactful for Quanterix’s forward earnings or Akoya legacy holders who were cashed out or converted at closing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Akoya Biosciences (AKYA) file a Post-Effective Amendment on Form S-8?

To deregister any shares that remained unissued under its equity incentive and ESPP plans after the company was acquired by Quanterix.

How many shares are being removed from registration?

The five S-8 filings originally covered a cumulative 15,413,349 shares; all unissued shares are now withdrawn.

What event triggered the deregistration of AKYA’s shares?

The merger closing on 8 July 2025, in which Akoya became a wholly-owned subsidiary of Quanterix Corporation.

Does this amendment affect Akoya shares already received by investors?

No. It only removes unused shares; any shares or consideration previously issued in the merger remain unaffected.

Will Akoya continue issuing shares under its 2021 Equity Incentive Plan?

No. The plan’s offerings are terminated; future employee equity will fall under Quanterix’s compensation programs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

 

Registration No. 333-285859

Registration No. 333-277648

Registration No. 333-270312

Registration No. 333-263548

Registration No. 333-255468

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

 

Form S-8 Registration No. 333-285859

Form S-8 Registration No. 333-277648

Form S-8 Registration No. 333-270312

Form S-8 Registration No. 333-263548

Form S-8 Registration No. 333-255468

 

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)  	 	(I.R.S. Employer Identification No.)  

 

100 Campus Drive, 6th Floor

Marlborough, MA 01752

(Address of Principal Executive Offices)

 

Akoya Biosciences, Inc. 2021 Equity Incentive Plan

Akoya Biosciences, Inc. 2021 Employee Stock Purchase Plan

Akoya Biosciences, Inc. 2015 Equity Incentive Plan

(Full Titles of the Plans)

 

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)

 

Copies 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  

 

 

 

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. ¨

 

 

 

 

 

 

DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Akoya Biosciences, Inc. (the “Registrant”):

 

· Registration Statement No. 333-285859, filed with the SEC on March 17, 2025, pertaining to the registration of (i) 2,478,606 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Equity Incentive Plan and (ii) 247,860 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan.

 

· Registration Statement No. 333-277648, filed with the SEC on March 5, 2024, pertaining to the registration of (i) 2,455,886 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Equity Incentive Plan and (ii) 245,588 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan.

 

· Registration Statement No. 333-270312, filed with the SEC on March 7, 2023, pertaining to the registration of (i) 1,914,409 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Equity Incentive Plan and (ii) 191,440 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan.

 

· Registration Statement No. 333-263548, filed with the SEC on March 15, 2022, pertaining to the registration of (i) 1,871,205 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Equity Incentive Plan and (ii) 187,120 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan.

 

· Registration Statement No. 333-255468, filed with the SEC on April 23, 2021, pertaining to the registration of (i) 3,920,487 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2015 Equity Incentive Plan; (ii) 1,727,953 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Equity Incentive Plan and (iii) 172,795 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan.

 

The Registrant is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above-referenced Registration Statements.

 

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, the offerings of the Registrant’s securities pursuant to the above-referenced Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby removes from registration the securities registered but unissued under such Registration Statements.

 

 

 

 

SIGNATURES

 

The Registrant.

 

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-8 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-8 in reliance upon Rule 478 of the Securities Act of 1933, as amended.