Reasons To Vote AGAINST The Proposed Merger With Akoya
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WE BELIEVE THAT A STANDALONE QUANTERIX PROVIDES SUPERIOR LONG-TERM VALUE CREATION OPPORTUNITIES FOR STOCKHOLDERS.
STOCKHOLDERS DESERVE BETTER THAN THIS ILL-CONCIEVED MERGER
The Merger Will Destroy Value for Quanterix Shareholders
In the three trading sessions following the announcement, Quanterix’s share price declined nearly 30%. On April 15, 2025, Quanterix shares closed at $5.36, down 54% from the unaffected price of $11.73. This materially underperformed the S&P 500 Life Sciences Tools & Services Index, which declined only 20% over the same period, signaling that shareholders see value destruction, not creation, in the Merger.
At the proposed exchange ratio of 0.318x and Quanterix’s depressed valuation, we are deeply concerned that more than 100% of the economic value of the Merger is allocated to Akoya shareholders at the direct expense of Quanterix shareholders.
Enterprise Value Disconnect Highlights Flawed Merger Economics
The Merger Introduces Unnecessary Risk by Cutting Quanterix’s Net Cash per Share Nearly 60%
The Merger would reduce Quanterix’s net cash per share by nearly 60%, based on management’s own S-4 projections. We are concerned that this unnecessary incremental risk will jeopardize Quanterix’s currently strong balance sheet and significantly raise the likelihood of future dilutive capital raises – a risk clearly acknowledged in the S-4 and exacerbated by Quanterix’s already lowered 2025 outlook issued on March 17, 2025.
The Merger is predicated on projections that were made prior to, and do not reflect, recent National Institutes of Health (“NIH”) funding cuts, which have driven a sector-wide revaluation and prompted additional disclosure of material risk factors in both Quanterix and Akoya’s FY24 10-K filings.
Broad NIH funding reductions would shrink the instrument buyer pool and pressure Akoya’s sales pipeline — Akoya’s high cash burn and significant leverage amplify exposure to this weaker demand environment, potentially undermining near-term synergy assumptions and making the combined business even less attractive.
CEO Dr. Toloue blamed Quanterix’s falling share price on NIH-driven headwinds, but even if true, it only reinforces the case for rejecting a Merger that slashes net cash during a time of industry turmoil.
Quanterix Should Have Withdrawn from the Process Alongside Other Bidders
Quanterix was the last remaining bidder for Akoya after all other serious bidders withdrew without submitting final offers, leaving Quanterix to effectively bid against itself by the end of Akoya’s strategic alternatives process.
Potential bidders believed Akoya’s Companion Diagnostics (CDx) strategy and R&D pipeline would require substantial “time, cost, and effort” to effectively scale. Notably, multiple bidders cited concerns about Akoya’s uncertain financial stability, substantial capital requirements, and the potential for severe shareholder dilution.
Akoya’s projected financial losses, cash burn, and the dilutive impact that would have on Quanterix shareholders remain outstanding issues that could leave Quanterix shareholders materially exposed to financial losses.
As disclosed in the S-4, Akoya’s advisor Perella Weinberg Partners (“PWP”) recommended that Akoya would need to raise $75 million of common equity at a 20% discount to the current market price to fund itself in a stand-alone scenario. At $1.24 per share as of April 11, 2025, this would require issuing ~80 million shares, more than doubling Akoya’s outstanding share count.
“Party E indicated that, while they admired the business and product suite that Akoya had developed, the scale remained small, profitability was uncertain and Party E believed Akoya’s financial plan presented significant risks and uncertainties.”
— Quanterix S-4 (Interaction October 24, 2024)
“Party B informed representatives of PWP that it would no longer be participating in the process due to (i) their view that Akoya’s Companion Diagnostics strategy would take longer to develop and require more investment, (ii) their perspective on the timing for an overall recovery in the Spatial Biology Instrumentation market in which Akoya operates and (iii) the amount of balance sheet cash that would need to be allocated to repayment of Akoya debt under a potential transaction.”
— Quanterix S-4 (Interaction October 31, 2024)
“Party L indicated that, after detailed diligence, Party L’s conviction around the depth of Akoya’s research and development pipeline as well as the time, cost and effort associated with Akoya’s Companion Diagnostics strategy and cultural compatibility between the companies had weakened.”
— Quanterix S-4 (Interaction December 5, 2024)
“Party C advised representatives of PWP that it would no longer be participating in the process due to the extent of Akoya’s projected financial losses and cash burn and the dilutive impact that would represent for Party C. Party C further informed representatives of PWP that Party C had evaluated several strategies to mitigate the dilutive impact of a transaction but was unable to become comfortable with acquiring Akoya at that time.”
— Quanterix S-4 (Interaction December 11, 2024)
The Merger Is a Bailout for Akoya Shareholders
The Quanterix Transaction Committee’s authorization of a $30 million Bridge Financing Commitment to Akoya — without stockholder approval — and on preferential, significantly mispriced terms is particularly egregious. The financing was originally proposed by Akoya as a “backstop” in case Quanterix stockholders rejected the deal, and leaves Quanterix with a distressed, subordinated convertible note even if the transaction is rejected by stockholders.
The convertible feature is effectively worthless, with the conversion price set at ~$3.54/share (pegged to the 10-day QTRX VWAP prior to the merger announcement), a >3x premium to Akoya’s current share price.
Akoya has already disclosed that under their current operating plan, they anticipate breaching MidCap loan covenants in 1Q25 – despite this, the subordinate Quanterix note carries the same interest rate (SOFR + 6.80%).
An arm’s-length debt issuance to a borrower facing similar distress would require a substantially lower strike price for the convert, and likely higher interest rates given the subordination to MidCap Trust.
While it’s clear how Akoya shareholders benefit from the Bridge Financing, the Quanterix Board has offered no explanation for why approving the subordinated note – designed to protect Akoya in the event Quanterix shareholders vote against the Merger – is in any way beneficial to Quanterix.
Quanterix Has Not Been Forthcoming About Board Conflicts
Despite failing to secure majority shareholder support at the 2024 Annual Meeting, Dr. Madaus retained key Board roles and remained extensively involved in Merger negotiations, raising serious governance concerns. His recently announced resignation and replacement as Chairman is a reactive, belated response to our public pressure, and does not mitigate his extensive involvement in Merger diligence and negotiations.
We are extraordinarily alarmed by the timing of Dr. Ivana Magovčević-Liebisch’s appointment to Quanterix’s Board on the exact day merger discussions with Akoya resumed (October 2, 2024), given her concurrent Board seat at Acrivon Therapeutics, whose OncoSignature diagnostic test is materially dependent on Akoya’s technology.
Acrivon has a vested financial interest in Akoya’s solvency and the completion of the Merger, given its critical reliance on Akoya for development and commercialization of OncoSignature — raising serious questions about Dr. Magovčević-Liebisch’s impartiality and fiduciary responsibility during Merger deliberations.
We find it highly concerning — and hardly coincidental — that on the same day Dr. Magovčević-Liebisch and the Transaction Committee resolved to acquire Akoya, Acrivon amended its commercialization agreement to provide Akoya a special $3M milestone payment, accounting for 14% of Akoya’s Q4 revenue and stabilizing Akoya’s financials during critical merger negotiations.
We question how Dr. Magovčević-Liebisch’s material conflicts of interest were overlooked by the Nominating and Governance Committee, reflecting a serious lapse in governance, competence, and judgment.
Details of the Process Raise Additional Red Flags
During its pursuit of Akoya, the Transaction Committee appears to have ignored clear signs of financial deterioration — shrinking cash runway, declining revenue, and thrice lowered 2024 guidance — and after Akoya’s weak Q3 results, the Quanterix Transaction Committee didn’t just maintain the Exchange Ratio, they raised it.
We believe the merger negotiations were tainted by Quanterix’s financial restatement. A significant portion of the negotiations occurred after Quanterix’s November 2024 disclosure of accounting errors, which drove the stock from ~$15 to ~$11 per share. We believe this negatively impacted the negotiated exchange ratio and disadvantaged Quanterix stockholders. The restatement stemmed from pervasive material weaknesses disclosed since 2022.
How did AKYA’s worse performance and outlook translate into a higher deal premium? We view this as a sign of poor deal-making by the Quanterix Board and management team, which prioritized an expedited process over shareholder value.
The Synergies Touted by Quanterix Management Are Illusory
While potential synergies are painted by Quanterix management as a value-creation opportunity, we believe cost synergies may represent as much liability as benefit — potentially more — given risks to Quanterix stockholders if anticipated savings are delayed or unrealized.
Akoya already underwent multiple restructurings in 2024, reducing its workforce by ~35%. Akoya management explicitly stated on the Q3 2024 call that restructuring contributed ~15%-20% to Akoya’s revenue miss.
Akoya’s revenue trajectory is already challenged (revenue declined 15.5% in 2024), partly due to recent workforce cuts. We believe further cost-cutting efforts aimed at achieving the targeted $40 million in synergies risk exacerbating revenue declines for the combined company.
Quanterix Management’s Projections Are Flawed
We believe Quanterix’s management relied upon aggressive and unrealistic projections to justify the merger. Projections outlined in the S-4 anticipate over $1 billion combined revenue by 2030 — more than 5x combined pro forma 2024 actual results.
Quanterix has already guided +LSD growth in 2025, but we believe ongoing headwinds related to NIH funding challenges and macroeconomic uncertainty could drive another flat/down year — making management’s plan to 5x revenue even more challenging.
Quanterix is already falling short of their own S-4 projections. On March 17, 2025, Quanterix management guided 2025 revenue 8% below the original S-4 projections. Notably, Akoya declined to provide 2025 guidance — we believe that if they did, it would be materially below the projections outlined in the S-4.
Regarding “revenue synergies,” Akoya’s own management explicitly acknowledged post-merger revenue dis-synergies as a material risk factor in the S-4. We question whether any positive synergies anticipated by Quanterix will fully offset these dis-synergies.
Inadequate Process Disclosure
The S-4 Background of the Merger lacks specific disclosure on how Quanterix evaluated Akoya’s material cash burn, substantial debt burden, and going-concern risks, leaving stockholders without insight into how these issues impacted negotiation strategy, offer adjustments, or management’s plans to mitigate these risks — despite explicitly acknowledging the need for additional capital as a key merger risk.
These omissions imply Quanterix deemed Akoya’s liquidity and debt issues immaterial, and therefore saw no “duty to disclose” relevant discussions or considerations. Given that multiple bidders explicitly withdrew due to “significant risks and uncertainties” surrounding Akoya’s financial condition — and our belief that inheriting Akoya’s financial losses, cash burn, and net debt is central to the risk profile of this transaction — it is unreasonable to suggest that discussions of these issues would not be material for disclosure.