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Quanterix, Akoya Biosciences Amend Merger Agreement

NEW YORK — Quanterix and Akoya Biosciences said Tuesday that they have amended their merger agreement, reducing the number of shares that Akoya shareholders will own after the deal is completed.

Under the amended terms, Quanterix will issue about 7.76 million shares of its common stock to Akoya's shareholders, who will also receive $20 million in cash. Each Akoya share will receive $.38 per share in cash and 0.1461 shares of Quanterix stock, the firms said.

As a result of the change, Quanterix will issue more than 9 million fewer shares compared to the original terms of the deal. Quanterix shareholders will own 84 percent of the combined company, while Akoya shareholders will own 16 percent.

Under the original merger agreement announced in January, Quanterix shareholders would own approximately 70 percent of the combined company and Akoya shareholders would own approximately 30 percent.

Earlier this month, the firms also announced a $30 million securities purchase agreement between them, which at least two shareholders publicly opposed. One shareholder, investment firm Kent Lake, which owns 7.5 percent of Quanterix's common stock, said the purchase agreement amounted to "backdoor financing" and is "highly unfavorable to Quanterix shareholders." It also questioned the valuation of Akoya used by Quanterix in the original deal.

In a statement on Tuesday, Quanterix CEO Masoud Toloue 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."

In Tuesday morning trading on the Nasdaq, Quanterix's shares were up 4 percent to $5.99 per share. Akoya's shares were down about 8 percent to $1.21 per share.