Quanterix Corp美股招股说明书(2025-04-15版)

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Quanterix Corporation and Stockholders of Akoya Biosciences, Inc.: As previously announced, Quanterix Corporation (“Quanterix”), Akoya Biosciences, Inc. (“Akoya”) and Wellfleet MergerSub, Inc., a wholly owned subsidiary of Quanterix (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as ofJanuary9, 2025 (as it may be amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will mergewith and into Akoya, with Akoya continuing as the surviving corporation (the “Surviving Corporation”) and becoming a whollyowned subsidiary of Quanterix (the “Merger”). Upon consummation of the Merger, each issued and outstanding share ofcommon stock of Akoya (“Akoya Common Stock”), $0.00001 par value per share (other than shares held as of the effective timeof the Merger by Quanterix, Merger Sub, any direct or indirect wholly owned subsidiary of Quanterix or Akoya or by Akoya astreasury shares), will be converted into the right to receive 0.318 (the “Exchange Ratio”) of a fully paid and nonassessable shareof common stock of Quanterix (“Quanterix Common Stock”), par value $0.001 per share, and, if applicable, cash in lieu offractional shares, subject to any applicable withholding. This Exchange Ratio will not be adjusted for changes in the marketprice of either Akoya Common Stock or Quanterix Common Stock between the date of signing of the Merger Agreement andconsummation of the Merger. Because the share price of Quanterix Common Stock will fluctuate between the date of signingand the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in theshare price of Quanterix Common Stock or Akoya Common Stock, the value of the shares of Quanterix Common Stock receivedby Akoya stockholders in the Merger may differ from the implied value based on the share price on the date of signing of theMerger Agreement or the date of the joint proxy statement/prospectus. We urge you to obtain current share price quotations forQuanterix Common Stock and Akoya Common Stock. Based on the number of shares of Quanterix Common Stock and Akoya Common Stock outstanding as of March25, 2025,upon completion of the Merger, the current Quanterix stockholders are expected to own approximately 70.99% of theoutstanding Quanterix Common Stock and former Akoya stockholders are expected to own approximately 29.01% of theoutstanding Quanterix Common Stock. Akoya Common Stock is currently listed on the Nasdaq Global Select Market under thesymbol “AKYA” and Quanterix Common Stock is currently listed on the Nasdaq Global Market under the symbol “QTRX.”Following the Merger, Quanterix Common Stock will continue to be listed on the Nasdaq Global Market under Quanterix’scurrent symbol, “QTRX.” Following the consummation of the Merger, Akoya Common Stock will no longer be listed on anystock exchange or quotation system, and Akoya will cease to be a publicly traded company. Quanterix will continue as theCombined Company (as defined below), with Akoya as its wholly owned subsidiary. To obtain the approvals of Quanterix stockholders and Akoya stockholders required in connection with the Merger,Quanterix will hold a special meeting of its stockholders (the “Quanterix Special Meeting”), and Akoya will hold a specialmeeting of its stockholders (the “Akoya Special Meeting”). At the Quanterix Special Meeting, Quanterix stockholders will be asked to consider and vote on, among other things, theissuance of shares of Quanterix Common Stock in connection with the Merger (such issuance, the “ShareIssuance,” and suchproposal, the “Quanterix Share Issuance Proposal”). At the Akoya Special Meeting, Akoya stockholders will be asked to consider and vote on, among other things, a proposal toadopt the Merger Agreement (the “Akoya Merger Proposal”). We cannot consummate the Merger unless the stockholders of Quanterix approve the Quanterix Share Issuance Proposaland the stockholders of Akoya approve the Akoya Merger Proposal, each as described in the accompanying joint proxystatement/prospectus. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend either the Quanterix Special Meeting or the Akoya Special Meeting, please submit aproxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Quanterix SpecialMeeting or the Akoya Special Meeting, as applicable. The Quanterix Board of Directors (the “Quanterix Board”) has (a)approved and declared advisable the Merger Agreementand the transactions contemplated by the Merger Agreement, including the Merger and the Share Issuance, on the terms andsubject to the conditions set forth in the Merger Agreement, (b)determined that the Merger Agreement and the transactionscontemplated by the Merger Agreement, including the Merger and the Share Issuance, are fair to, and in the best interests of,Q