AKYA Files S-8 POS to Withdraw Shares Post-Merger with Quanterix

Rhea-AI Filing Summary

Akoya Biosciences, Inc. ("Akoya") filed Post-Effective Amendment No. 1 to five previously effective Form S-8 registration statements to deregister any shares that remain unissued under its 2015 and 2021 equity compensation plans.

The action follows the closing of the merger with Quanterix Corporation on 8 July 2025, in which Wellfleet Merger Sub, Inc. was merged with and into Akoya, leaving Akoya as a wholly owned subsidiary of Quanterix. Because Akoya’s stand-alone equity offerings have terminated, the company is withdrawing the following original S-8 share pools:

• Reg. No. 333-285859 – 2,478,606 EIP shares & 247,860 ESPP shares
• Reg. No. 333-277648 – 2,455,886 EIP shares & 245,588 ESPP shares
• Reg. No. 333-270312 – 1,914,409 EIP shares & 191,440 ESPP shares
• Reg. No. 333-263548 – 1,871,205 EIP shares & 187,120 ESPP shares
• Reg. No. 333-255468 – 3,920,487 2015 EIP shares, 1,727,953 2021 EIP shares & 172,795 ESPP shares

This is an administrative filing; it does not affect the merger consideration already received by former Akoya shareholders, nor does it introduce new financial metrics. The amendment is signed by Treasurer Vandana Sriram on behalf of Akoya and relies on Rule 478 to omit additional signatures.

Positive

• Merger completion confirmed: Filing evidences that Akoya successfully closed its merger with Quanterix on 8 July 2025.

Negative

• None.

Insights

M&A Specialist

TL;DR: Administrative S-8 amendment formally cleans up equity plans after Akoya’s merger into Quanterix; no stand-alone Akoya shares remain available.

The filing certifies that all unissued shares under Akoya’s stock plans are now withdrawn because the company ceased to exist as an independent issuer on 8 July 2025. This step is routine yet required to prevent inadvertent future issuances, protecting Quanterix from dilution and administrative costs. From an M&A integration standpoint, it confirms deal closing and removes regulatory overhang. No direct financial impact—share counts & consideration were fixed at merger closing—but it tidies up capital-markets compliance and signals completion of post-close housekeeping.

 

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.

 

 

FAQ

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

To deregister any unissued shares under its equity compensation plans after its merger into Quanterix closed on 8 July 2025.

How many share pools are being withdrawn by Akoya’s S-8 amendment?

Five registration statements covering multiple plans, originally totaling over 15 million shares, are being removed from registration.

Does the amendment affect consideration already received by former AKYA shareholders?

No. The filing is purely administrative and does not alter merger terms or cash/stock consideration already distributed.

Who signed the Post-Effective Amendment on behalf of Akoya Biosciences?

Treasurer Vandana Sriram signed the document on 8 July 2025.

What is the relationship between Akoya Biosciences and Quanterix after the merger?

Akoya operates as a wholly owned subsidiary of Quanterix Corporation following the merger.