Asset Transaction, Termination of Material Agreement (Form 8-K)

In connection with and substantially concurrently with the occurrence of the Merger, on July 8, 2025, Akoya repaid all of the outstanding obligations in respect of principal, interest and fees under the Credit and Security Agreement (as amended, the "Credit Agreement"), dated October 27, 2020, by and among Akoya, MidCap Financial Trust, as a lender and as agent, and the other lenders named therein, and terminated the Credit Agreement, including all applicable commitments thereunder.

Also in connection with the Merger, on July 8, 2025, Akoya terminated its 2021 Employee Stock Purchase Plan.

Also in connection with the Merger, on July 8, 2025, Akoya provided notice of termination of its Equity Distribution Agreement, dated November 7, 2022, by and between Akoya and Piper Sandler & Co.

The information set forth in the Introductory Note is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of Akoya ("Akoya Common Stock") outstanding immediately prior to the Effective Time (other than (x) shares held as of the Effective Time by Quanterix, Merger Sub, any direct or indirect wholly owned subsidiary of Quanterix or Akoya or by Akoya as treasury shares and (y) shares as to which a holder properly demanded appraisal and did not withdraw or lose such claim for appraisal) was converted into the right to receive the following consideration, which may be adjusted as described below: (a) 0.1461 of a fully paid and nonassessable share of common stock, par value $0.001 per share, of Quanterix (the shares so delivered in respect of each share of Akoya common stock, the "Per Share Stock Consideration") and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding and (b) $0.38 in cash, without interest (the "Per Share Cash Consideration"). Each of the Per Share Stock Consideration and the Per Share Cash Consideration may be adjusted up or down from $0.1461 and $0.38, respectively, pursuant to the provisions of the Merger Agreement that require an adjustment to such components in order to ensure that (i) the aggregate number of shares of common stock issued by Quanterix in connection with the transactions contemplated in the Merger Agreement does not exceed 19.99% of the issued and outstanding shares of common stock of Quanterix immediately prior to the Effective Time and (ii) the aggregate Per Share Cash Consideration paid by Quanterix in connection with the transactions contemplated in the Merger Agreement does not exceed $20,000,000.

As of immediately prior to the Effective Time, each restricted stock unit in respect of shares of Akoya Common Stock (each, an "Akoya RSU") that was outstanding and: