07/10/2025 | Press release | Distributed by Public on 07/10/2025 18:40
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $0.3029 | 07/08/2025 | J(1) | 393,338 | (2) | 11/09/2027 | Common Stock | 393,338 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $0.4427 | 07/08/2025 | J(1) | 331,090 | (2) | 05/02/2029 | Common Stock | 331,090 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $16.12 | 07/08/2025 | J(5) | 241,592 | (6) | 03/24/2031 | Common Stock | 241,592 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $11.88 | 07/08/2025 | J(5) | 160,000 | (6) | 03/23/2032 | Common Stock | 160,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $12.3 | 07/08/2025 | J(5) | 160,000 | (6) | 02/23/2033 | Common Stock | 160,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $5.35 | 07/08/2025 | J(5) | 175,000 | (6) | 02/22/2034 | Common Stock | 175,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McKelligon Brian C/O AKOYA BIOSCIENCES, INC. 100 CAMPUS DRIVE, 6TH FLOOR MARLBOROUGH, MA 01752 |
X | President and CEO |
/s/ Brian McKelligon | 07/10/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Cashless exercise of options pursuant to that certain Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025, as amended (the "Merger Agreement"), by and among Quanterix Corporation, a Delaware corporation ("Quanterix"), Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix ("Merger Sub"), and the Issuer. On July 8, 2025 (the "Closing Date"), Merger Sub merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Quanterix. |
(2) | Pursuant to the Merger Agreement, as of the Closing Date, each outstanding option to purchase Issuer common stock was accelerated and each option with a per share exercise price less than the value of the Per Share Merger Consideration (as defined below) was automatically cashless exercised. |
(3) | Disposition of shares pursuant to Merger Agreement. |
(4) | In connection with the terms of the Merger Agreement, each share of common stock of Issuer outstanding on the Closing Date was converted into the right to receive (a) 0.1461 of a share of common stock of Quanterix (the "Per Share Stock Consideration") and (b) $0.38 in cash, without interest (the "Per Share Cash Consideration" and together with the Per Share Stock Consideration, the "Per Share Merger Consideration"). Each of the Per Share Stock Consideration and the Per Share Cash Consideration may be adjusted pursuant to the terms of the Merger Agreement. |
(5) | Disposition of options pursuant to the Merger Agreement. |
(6) | Pursuant to the Merger Agreement, as of the Closing Date, each outstanding option to purchase Issuer common stock was accelerated and each option with a per share exercise price equal to or greater than the Per Share Merger Consideration was automatically terminated and cancelled for no consideration. |