Sec Form 4 Filing - Ramachandran Niro Ph.D @ Akoya Biosciences, Inc. - 2025-07-08

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ramachandran Niro Ph.D
2. Issuer Name and Ticker or Trading Symbol
Akoya Biosciences, Inc. [ AKYA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last) (First) (Middle)
C/O AKOYA BIOSCIENCES, INC., 100 CAMPUS DRIVE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/08/2025
(Street)
MARLBOROUGH, MA01752
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 62,566 ( 2 ) A 324,703 D
Common Stock 07/08/2025 F 42,148 ( 2 ) D 282,555 D
Common Stock 07/08/2025 J( 3 ) 151,930 ( 4 ) D 130,625 D
Common Stock 07/08/2025 J( 3 ) 130,625 ( 5 ) D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 Transac tion(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) $ 0.9087 07/08/2025 J( 1 ) 62,566 ( 2 ) ( 2 ) 11/06/2030 Common Stock 62,566 $ 0 0 D
Employee Stock Option (Right to Buy) $ 11.88 07/08/2025 J( 6 ) 45,000 ( 7 ) ( 7 ) 03/23/2032 Common Stock 45,000 $ 0 0 D
Employee Stock Option (Right to Buy) $ 12.3 07/08/2025 J( 6 ) 45,000 ( 7 ) ( 7 ) 02/23/2033 Common Stock 45,000 $ 0 0 D
Employee Stock Option (Right t $ 5.35 07/08/2025 J( 6 ) 70,000 ( 7 ) ( 7 ) 02/22/2034 Common Stock 70,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ramachandran Niro Ph.D
C/O AKOYA BIOSCIENCES, INC.
100 CAMPUS DRIVE, 6TH FLOOR
MARLBOROUGH, MA01752
Chief Business Officer
Signatures
/s/ Niro Ramachandran, Ph.D. 07/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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 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 )Represents aggregate share value of Issuer restricted stock units ("RSU") unvested immediately prior to the Closing Date (each individual RSU, a "Rollover RSU"). On the Closing Date, each Rollover RSU was automatically converted into the right to receive the Per Share Merger Consideration for each share of Issuer common stock subject to such Rollover RSU upon vesting, subject to the same terms and conditions of each Rollover RSU in effect immediately prior to the effectiveness of the Merger.
( 6 )Disposition of options pursuant to Merger Agreement.
( 7 )Pursuant to the Merger Agreement, as of 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.

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