Quanterix Corp美股招股说明书(2025-06-16版)

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Akoya Biosciences, Inc.: As previously announced, Quanterix Corporation (“Quanterix”), Akoya Biosciences, Inc. (“Akoya”)and Wellfleet Merger Sub, Inc., a wholly owned subsidiary of Quanterix (“Merger Sub”), entered into anAmended and Restated Agreement and Plan of Merger, dated April28, 2025 (as it may be further amendedfrom time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and intoAkoya, with Akoya continuing as the surviving corporation (the “Surviving Corporation”) and becoming awholly owned subsidiary of Quanterix (the “Merger”). Upon consummation of the Merger, each issued andoutstanding share of common stock of Akoya (“Akoya Common Stock”), $0.00001 par value per share(other than shares held as of the effective time of the Merger by Quanterix, Merger Sub, any direct orindirect wholly owned subsidiary of Quanterix or Akoya or by Akoya as treasury shares), will be convertedinto the right to receive (A)0.1461 (the “Exchange Ratio”) of a fully paid and nonassessable share ofcommon stock of Quanterix (“Quanterix Common Stock”), par value $0.001 per share, and if applicable,cash in lieu of fractional shares (such shares of Quanterix Common Stock so delivered, the “Per Share StockConsideration”) and (B)$0.38 in cash, without interest (the “Per Share Cash Consideration”). ThisExchange Ratio will not be adjusted for changes in the market price of either Akoya Common Stock orQuanterix Common Stock between the date of signing of the Merger Agreement and consummation of theMerger. Because the share price of Quanterix Common Stock will fluctuate between the date of signing andthe completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflectchanges in the share price of Quanterix Common Stock or Akoya Common Stock, the value of the shares ofQuanterix Common Stock received by Akoya stockholders in the Merger may differ from the implied valuebased on the share price on the date of signing of the Merger Agreement or the date of the proxy statement/prospectus. We urge you to obtain current share price quotations for Quanterix Common Stock and AkoyaCommon Stock. Based on the number of shares of Quanterix Common Stock and Akoya Common Stock outstanding asof June 5, 2025, upon completion of the Merger, the current Quanterix stockholders are expected to ownapproximately 84.19% of the outstanding Quanterix Common Stock and former Akoya stockholders areexpected to own approximately 15.81% of the outstanding Quanterix Common Stock. Akoya CommonStock is currently listed on the Nasdaq Global Select Market under the symbol “AKYA” and QuanterixCommon Stock is currently listed on the Nasdaq Global Market under the symbol “QTRX.” Following theMerger, 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 longerbe listed on any stock exchange or quotation system, and Akoya will cease to be a publicly traded company.Quanterix will continue as the Combined Company (as defined below), with Akoya as its wholly ownedsubsidiary. To obtain the approval of the Akoya stockholders required in connection with the Merger, Akoya willhold a special meeting of its stockholders (the “Akoya Special Meeting”). At the Akoya Special Meeting, Akoya stockholders will be asked to consider and vote on, among otherthings, a proposal to adopt the Merger Agreement (the “Akoya Merger Proposal”). We cannot consummate the Merger unless the stockholders of Akoya approve the Akoya MergerProposal, as described in the accompanying proxy statement/prospectus. Your vote is very important,regardless of the number of shares you own. Whether or not you expect to attend the Akoya Special Meeting, please submit a proxy to vote yourshares as promptly as possible so that your shares may be represented and voted at the Akoya SpecialMeeting. The Akoya Board of Directors (the “Akoya Board”) has (a)approved and declared advisable theMerger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, onthe terms and subject to the conditions set forth in the Merger Agreement, (b)determined that the MergerAgreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Akoya and its stockholders, (c)resolved to recommend the adoption of theMerger Agreement to Akoya stockholders, on the terms and subject to the conditions set forth in the MergerAgreement and (d)directed that the Merger Agreement be submitted to Akoya stockholders for adoption.The Akoya Board unanimously recommends that Akoya stockholders vote “FOR” the Akoya MergerProposal and “FOR” each of the other proposals to be considered at the Akoya Special Meeting anddescribed in the accompanying proxy statement/prospectus. The obligations of Quant