UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 20, 2021
Akoya Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40344 | 47-5586242 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Campus Drive, 6th Floor Marlborough, MA | 01752 (Zip Code) |
(855) 896-8401
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, par value $0.00001 per share | AKYA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 20, 2021, in connection with the closing of the initial public offering (the “Offering”) of Akoya Biosciences, Inc. (the “Company”), the Company’s amended and restated certificate of incorporation (the “Restated Certificate”), as filed with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws (the “Bylaws”) became effective. The registration statement and final prospectus for the Offering described the provisions of the Restated Certificate and Bylaws, which were approved by the Company’s board of directors and stockholders to be effective upon the closing of the Offering. The Restated Certificate and the Bylaws are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
| Item 8.01 | Other Events. |
On April 20, 2021, the Company completed its IPO of 7,567,000 shares of its Common Stock, at a price to the public of $20.00 per share, including the exercise by the underwriters of their option to purchase an additional 987,000 shares. The gross proceeds to the Company from the IPO were approximately $151.3 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | |
| 3.2 | Amended and Restated Bylaws of the Registrant |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 20, 2021 | Akoya Biosciences, Inc. | |
| By: | /s/ Brian McKelligon | |
| Brian McKelligon | ||
| Chief Executive Officer | ||
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