NEW YORK – Investment firm Kent Lake issued a statement on Monday opposing the securities purchase agreement Quanterix entered into with Akoya Biosciences on April 2, under which Akoya may sell Quanterix up to $30 million in convertible notes.
Kent Lake, which owns roughly 7.5 percent of Quanterix's outstanding common stock, said the deal amounts to "backdoor financing" that is "highly unfavorable to Quanterix shareholders" and added that it believes Quanterix's board has "violated its fiduciary duties by not providing comprehensive disclosures" on the financing.
The firm also said that Akoya's need for the financing calls into question the valuation of Akoya used by Quanterix in its proposed acquisition.
Quanterix announced the acquisition in January. Under the terms of the deal, Akoya shareholders will receive 0.318 shares of Quanterix common stock for each share of Akoya common stock, which represents a 19 percent premium to Akoya's stock price on Nov. 14, 2024, the last full trading day before the company announced it planned to review "strategic alternatives."
Following the close of the transaction, Quanterix shareholders will own approximately 70 percent of the combined company and Akoya shareholders will own approximately 30 percent.
Quanterix CEO Masoud Toloue said in a statement announcing the deal that the combination of Akoya's tissue-based assays and Quanterix's blood-based assays would position the firm to "speed up market development of new liquid biopsy tests." The company said it expects to realize $40 million in cost synergies by the end of 2026.
Quanterix investors appeared skeptical of the deal, as the firm's shares fell 20 percent the day of the announcement. To date, Quanterix shares have fallen 37 percent from their close on Jan. 8, the last trading day before the acquisition was announced. Akoya shares are down 56 percent over the same period.
Last Friday, Quanterix disclosed its securities purchase agreement with Akoya in a filing with the US Securities and Exchange Commission. Under the terms of the agreement, Akoya will issue and sell to Quanterix one or more convertible promissory notes with an aggregate principal amount of up to $30 million. Akoya may draw on the notes between May 15 and the earlier of either the close of the acquisition or, if the acquisition deal is terminated, July 9. Notes will be converted by Quanterix into Akoya common stock at the exchange rate established in the merger agreement.
Kent Lake previously expressed opposition to the deal, publishing a presentation on March 11 arguing that the deal undervalues Quanterix stock, would distract from its Alzheimer's diagnostics program, and would shrink its cash runway from roughly 6.5 years to about 2.5 years.
On March 3, the company nominated three candidates for election to Quanterix's board: former Illumina executive Alexander Dickinson; Bruce Felt, former CFO of Domo, SuccessFactors, FullTime Software, and other firms; and Hakan Sakul, former VP and head of diagnostics at Pfizer.
Investment firm Tikvah Management, which owns around 1.5 percent of Quanterix's common stock, has also announced its opposition to the deal.