Kent Lake Comments on Quanterix’s Value Destructive Bridge Financing for Financially Troubled Akoya

Rhea-AI Summary

Kent Lake, holding approximately 7.5% of Quanterix (NASDAQ: QTRX) shares, has expressed strong opposition to Quanterix's recent $30 million convertible notes agreement with Akoya Biosciences (NASDAQ: AKYA).

The agreement, part of a broader merger deal, allows Akoya to sell convertible notes to Quanterix until July 2025, even if the merger is terminated. Kent Lake criticizes this as a 'backdoor financing' arrangement, highlighting that Akoya faces a 'near-term liquidity crisis' and arguing that Quanterix shareholders will be left with 'high-risk subordinated distressed debt'.

Kent Lake claims the Board violated fiduciary duties by not providing comprehensive disclosures on the bridge financing terms and lacking a fairness opinion. They urge shareholders to vote AGAINST both merger-related proposals.

Positive

• None.

Negative

• Quanterix commits $30M in bridge financing to financially troubled Akoya
• Bridge financing continues even if merger is terminated (until July 2025)
• Shareholders exposed to high-risk subordinated distressed debt
• Lack of comprehensive disclosures and fairness opinion on bridge financing terms
• Potential violation of Board's fiduciary duties

Insights

Corporate Finance Analyst

The announcement represents a significant development in Quanterix's proposed merger with Akoya Biosciences, with material implications for shareholders. Quanterix has formalized a Securities Purchase Agreement providing up to $30 million in convertible notes to Akoya - a decision that major shareholder Kent Lake (holding 7.5% of outstanding shares) is publicly opposing.

This bridge financing arrangement is particularly controversial because Akoya can reportedly continue drawing on these funds until July 2025 even if the merger is terminated. This effectively creates a substantial financial commitment to Akoya regardless of the transaction's ultimate fate.

Kent Lake's characterization of Akoya as facing a "near-term liquidity crisis" raises serious questions about Akoya's financial stability and the strategic rationale for the merger. The financing terms appear to prioritize Akoya's immediate capital needs while potentially exposing Quanterix shareholders to subordinated debt risk without adequate disclosures regarding commercial reasonableness.

The absence of a fairness opinion specifically addressing these financing terms creates a governance concern. With Kent Lake actively encouraging shareholders to vote against both transaction-related proposals and nominating alternative board candidates, this represents a meaningful escalation in shareholder activism that could potentially derail the merger or force renegotiation of terms.

Disturbed that Quanterix Is Apparently Moving Forward with One of the Most Shareholder Unfriendly Aspects of Merger Agreement with Akoya

Encourages Shareholders to Vote AGAINST Both Proposals Related to Approval of the Transaction

RINCON, Puerto Rico--(BUSINESS WIRE)-- Kent Lake PR LLC (“Kent Lake”) is a holder of approximately 7.5% of the outstanding common stock of Quanterix Corporation (“Quanterix” or the “Company”) (NASDAQ: QTRX). Today, Kent Lake issued a statement related to recent disclosures indicating that Quanterix has officially entered into a Securities Purchase Agreement under which Akoya Biosciences (“Akoya”) (NASDAQ: AKYA) has the ability to sell the Company up to $30 million in convertible notes.

Kent Lake has previously issued a public presentation detailing its opposition to the Company’s proposed transaction (the “Transaction”) with Akoya and has also nominated three highly qualified, independent candidates for election to the Quanterix Board of Directors (the “Board”).

Kent Lake’s statement follows:

“We are deeply disturbed that Quanterix is moving forward with one of the most egregious elements of the merger agreement with Akoya (the “Merger Agreement”). Quanterix is now poised to provide $30 million in bridge financing to Akoya before shareholders have even had the opportunity to vote on the Transaction. What’s worse is the fact that Akoya can draw on these notes until July 9, 2025, even if the Transaction is lawfully terminated before that date.

As a result, Quanterix is now shoring up Akoya, which faces a near-term liquidity crisis, with $30 million of shareholders’ money. This sort of backdoor financing is highly unfavorable to Quanterix shareholders, who will now be left holding Akoya’s high-risk subordinated distressed debt. We believe the Board has further violated its fiduciary duties by not providing comprehensive disclosures on the bridge financing. Furthermore, Quanterix shareholders have not been provided with any disclosure around the commercial reasonableness of the bridge financing terms – for which apparently no fairness opinion was issued.

More broadly, we call on Quanterix to provide further disclosure about how Akoya’s desperate need for a bridge loan factored into the Board’s valuation of Akoya and, if Akoya truly needs such a loan, whether that calls into question the forecasts used by Quanterix to justify the Transaction.

This latest development is yet another unfortunate illustration of how the Transaction is not in the best interests of Quanterix shareholders and why they should vote AGAINST both proposals related to its approval.”

About Kent Lake

Kent Lake Partners LP is an investment fund founded by Ben Natter in 2019 with a focus on small and mid-capitalization public equities, particularly in the healthcare space. Mr. Natter has over a decade of successful public healthcare equity investing experience.

Certain Information Concerning the Participants

Kent Lake Partners LP (“Kent Lake Partners”) has filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes in connection with its opposition to proposals to be presented at a special meeting of stockholders (the “Special Meeting”) of Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the Company’s agreement and plan of merger (the “Merger”) with Akoya Biosciences, Inc. Kent Lake Partners, together with the other Participants (as defined below), also intends to file a preliminary proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit votes for, among other matters, the election of its slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”).

KENT LAKE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING ITS GOLD PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation against the Merger in connection with the Special Meeting are anticipated to be Kent Lake Partners, Kent Lake PR LLC (“Kent Lake PR”) and Benjamin Natter (collectively, the “Kent Lake Parties”). The participants in the proxy solicitation in connection with the Annual Meeting are anticipated to be the Kent Lake Parties and Alexander G. Dickinson, Bruce Felt and Hakan Sakul (the “Kent Lake Nominees” and collectively with the Kent Lake Parties, the “Participants”).

As of the date hereof, Kent Lake Partners directly beneficially owned 2,924,903 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”). Kent Lake PR, as the investment adviser and as the general partner to Kent Lake Partners, may be deemed to beneficially own the 2,924,903 shares of Common Stock beneficially owned by Kent Lake Partners. Mr. Natter, as the Managing Member of Kent Lake PR, may be deemed to beneficially own the 2,924,903 shares of Common Stock beneficially owned by Kent Lake Partners. None of the Kent Lake Nominees beneficially own any shares of Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250407539415/en/

Investor Contacts

Ben Natter, 415-237-0007

info@kentlakecap.com

Saratoga Proxy Consulting LLC

John Ferguson / Ann Marie Mellone

212-257-1311 / 888-368-0379

info@saratogaproxy.com

Media Contact

Longacre Square Partners

Joe Germani / Kendall Heebink

KentLake@longacresquarepartners.com

Source: Kent Lake PR LLC

FAQ

What is the $30 million bridge financing deal between Quanterix (QTRX) and Akoya?

Quanterix has entered into a Securities Purchase Agreement allowing Akoya to sell up to $30 million in convertible notes, which can be drawn until July 9, 2025, even if the merger is terminated.

Why is Kent Lake opposing the Quanterix (QTRX) merger with Akoya?

Kent Lake opposes the deal due to the unfavorable $30 million bridge financing terms, lack of comprehensive disclosures, absence of fairness opinion, and concerns about Akoya's liquidity crisis.

What percentage of Quanterix (QTRX) shares does Kent Lake own?

Kent Lake holds approximately 7.5% of Quanterix 's outstanding common stock.

How long can Akoya draw on the $30 million convertible notes from Quanterix (QTRX)?

Akoya can draw on the convertible notes until July 9, 2025, even if the merger transaction is terminated before that date.