Full Press Release Details
Quanterix and Akoya Biosciences Announce Amended
Quanterix Files Updated Investor Presentation
Highlighting Compelling Benefits of Combination
BILLERICA, Mass. and MARLBOROUGH, Mass. - April
29, 2025 - Quanterix Corporation (NASDAQ: QTRX), a company fueling scientific discovery through ultra-sensitive biomarker
detection, and Akoya Biosciences (NASDAQ: AKYA), The Spatial Biology Company , today announced an amendment to the
terms of their previously announced merger agreement.
Under the amended terms, Quanterix will issue approximately 7.76 million
shares of its common stock and pay $20 million in cash to Akoya shareholders. Each Akoya share will receive $0.38 per share in cash and
0.1461 shares of Quanterix common stock.
With the amended exchange ratio, Quanterix will issue over 9 million
fewer shares than under the original deal terms. Quanterix shareholders will own approximately 84% of the combined company and Akoya shareholders
will own approximately 16%.
Masoud Toloue, PhD, Chief Executive Officer of Quanterix, said,
"The strategic merits of the transaction remain strong even as the market has been focused on academic funding and tariff concerns.
In light of recent volatility, we re-engaged with Akoya to revise the terms of the agreement. The combined company will provide
a significant value creation opportunity for shareholders."
Brian McKelligon, Chief Executive Officer of Akoya, said, "We
remain excited to combine with Quanterix and believe this partnership offers compelling value for Akoya shareholders. We look forward
to closing the transaction and leveraging our collective scale to drive synergies across our organizations and customers, expediting our
path to profitability."
Additional Details about the Transaction
The revised transaction terms and amended merger agreement have been
approved by the Quanterix Board and the Akoya Board, respectively.
Shareholders of Akoya who hold more than 50% of Akoya's common
stock have agreed to vote in favor of the merger on the amended terms.
As a result of the amended merger agreement, Quanterix will no longer
hold its previously announced special meeting of shareholders.
The transaction is expected to close during the second quarter of 2025,
subject to the approval of Akoya shareholders and satisfaction of other customary closing conditions.
An updated investor presentation is being furnished by Quanterix to
the Securities and Exchange Commission and also is available at https://ir.quanterix.com/, highlighting the benefits of the combination.
Goldman Sachs & Co. LLC is serving as financial advisor to Quanterix
with Covington & Burling LLP and Sidley Austin LLP serving as legal counsel. Perella Weinberg Partners LP is serving as financial
advisor to Akoya and DLA Piper LLP is serving as legal counsel.
From discovery to diagnostics, Quanterix's
ultrasensitive biomarker detection is fueling breakthroughs only made possible through its unparalleled sensitivity and flexibility.
The Company's Simoa technology has delivered the gold standard for earlier biomarker detection in blood, serum or plasma,
with the ability to quantify proteins that are far lower than the Level of Quantification (LoQ). Its industry-leading precision instruments,
digital immunoassay technology and CLIA-certified Accelerator laboratory have supported research that advances disease understanding
and management in neurology, oncology, immunology, cardiology and infectious disease. Quanterix has been a trusted partner
of the scientific community for nearly two decades, powering research published in more than 3,200 peer-reviewed journals. Find additional
information about the Billerica, Massachusetts-based company at https://www.quanterix.com.
About Akoya Biosciences
As The Spatial Biology Company , Akoya Biosciences' mission
is to bring context to the world of biology and human health through the power of spatial phenotyping. The Company offers comprehensive
single-cell imaging solutions that allow researchers to phenotype cells with spatial context and visualize how they organize and interact
to influence disease progression and response to therapy. Akoya offers a full continuum of spatial phenotyping solutions to serve the
diverse needs of researchers across discovery, translational and clinical research: PhenoCode Panels and PhenoCycler , PhenoImager
Fusion and PhenoImager HT Instruments. To learn more about Akoya, visit www.akoyabio.com.
Important Additional Information
In connection with the proposed acquisition of Akoya by
Quanterix, Quanterix will file with the Securities and Exchange Commission (the "SEC") a post-effective amendment to its
registration statement on Form S-4 (as so amended, the "Registration Statement"), which will contain a preliminary proxy
statement of Akoya and a preliminary prospectus of Quanterix (the "Proxy Statement/Prospectus"), and each of Quanterix
and Akoya have, and may in the future, file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY QUANTERIX AND AKOYA, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUANTERIX, AKOYA AND THE PROPOSED TRANSACTION. A
definitive copy of the Proxy Statement/Prospectus will be mailed to Akoya stockholders when that document is final. Investors and
security holders will be able to obtain the Registration Statement and the Proxy Statement/Prospectus, as well as other filings
containing information about Quanterix and Akoya, free of charge from Quanterix or Akoya or from the SEC's website when they
are filed. The documents filed by Quanterix with the SEC may be obtained free of charge at Quanterix's website, at
www.quanterix.com, or by requesting them by mail at Quanterix Investor Relations, 900 Middlesex Turnpike, Billerica, MA 01821. The
documents filed by Akoya with the SEC may be obtained free of charge at Akoya's website, at www.akoyabio.com, or by requesting
them by mail at Akoya Biosciences, Inc., 100 Campus Drive, 6th Floor, Marlborough, MA 01752 ATTN: Chief Legal Officer.
Participants in the Solicitation
Quanterix and Akoya and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of Akoya in respect of the proposed transaction.
Information about Akoya's directors and executive officers is available in the Proxy Statement/Prospectus and Akoya's proxy
statement dated April 23, 2024, for its 2024 Annual Meeting of Stockholders, and other documents filed by Akoya with the SEC. Other information
regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the definitive Proxy Statement/Prospectus
carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from
Quanterix or Akoya as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval with respect to the transaction contemplated by the Merger
Agreement (the "Merger"), nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this press release that are not historical
in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, projections as to the anticipated
benefits of the Merger as well as statements regarding the impact of the Merger on Quanterix's and Akoya's business and
future financial and operating results, the amount and timing of synergies from the Merger and the closing date for the Merger.
Words and phrases such as "may," "approximately," "continue," "should,"
"expects," "projects," "anticipates," "is likely," "look ahead,"
"look forward," "believes," "will," "intends," "estimates,"
"strategy," "plan," "could," "potential," "possible" and variations of
such words and similar expressions are intended to identify such forward-looking statements. Quanterix and Akoya caution readers
that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among
other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from
anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event,
change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the
outcome of any legal proceedings that may be instituted against Quanterix or Akoya; the failure to obtain approval of Akoya's
stockholders or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the