Akoya Biosciences Inc.

07/10/2025 | Press release | Distributed by Public on 07/10/2025 18:40

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McKelligon Brian
2. Issuer Name and Ticker or Trading Symbol
Akoya Biosciences, Inc. [AKYA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O AKOYA BIOSCIENCES, INC., 100 CAMPUS DRIVE, 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025
(Street)
MARLBOROUGH, MA 01752
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/08/2025 J(1) 393,338(2) A (2) 813,464 D
Common Stock 07/08/2025 J(1) 331,090(2) A (2) 1,144,554 D
Common Stock 07/08/2025 F 196,866(2) D (2) 947,688 D
Common Stock 07/08/2025 J(3) 947,688(4) D (4) 0 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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

Signatures

/s/ Brian McKelligon 07/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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