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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 Akoya Biosciences, Inc. S-8 3/05/24 4:74K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 45K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 9K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 17K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 24.1 | ||||
| " | Power of Attorney (contained on signature page) | ||||
As filed with the Securities and Exchange Commission on March 4, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Akoya Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-5586242 | |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) | |
|
100 Campus Drive, 6th Floor |
01752 | |
| (Address of principal executive offices) | (Zip code) |
Akoya Biosciences, Inc. 2021 Equity Incentive Plan
Akoya Biosciences, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
Chief Executive Officer
Akoya Biosciences, Inc.
100 Campus Drive, 6th Floor
(855) 896-8401
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Patrick O’Malley, Esq.
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
Tel: (858) 677-1400
Fax: (858) 677-1401
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | x | |||
| 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 7(a)(2)(B) of Securities Act. ¨
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 2,455,886 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan; and (ii) 245,588 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan, which are the same class as those securities previously registered on effective Form S-8 filed with the Securities and Exchange Commission on April 23, 2021 (File No. 333-255468) (the “Original Registration Statement”), March 15, 2022 (File No. 333-263548) and March 7, 2023 (File No 333-270312). The contents of the Original Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| (1) | Previously filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-254760), originally filed with the Commission on March 26, 2021, as amended, and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-40344), filed with the Commission on September 6, 2023, and incorporated herein by reference. |
| (3) | Previously filed as exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40344), filed with the Commission on March 7, 2023, and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-254760), filed with the Commission on April 12, 2021, and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-254760), filed with the Commission on April 12, 2021, and incorporated herein by reference. |
# Indicates a management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Marlborough, State of Massachusetts, on March 4, 2024.
| AKOYA BIOSCIENCES, INC. | ||
| By: | /s/ Brian McKelligon | |
| Brian McKelligon | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Brian McKelligon and Johnny Ek, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Brian McKelligon | President, Chief Executive Officer and Director | March 4, 2024 | ||
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(Principal Executive Officer)
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| /s/ Johnny Ek | Chief Financial Officer | March 4, 2024 | ||
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| /s/ Robert Shepler | Chair of the Board | March 4, 2024 | ||
| Robert Shepler |
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| /s/ Thomas Raffin, MD | Director | March 4, 2024 | ||
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| /s/ Thomas P. Schnettler | Director | March 4, 2024 | ||
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| /s/ Scott Mendel | Director | March 4, 2024 | ||
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Director |
March 4, 2024 | ||
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Director |
March 4, 2024 | ||
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 3/5/24 | |||
| Filed on: | 3/4/24 | 4/A, 8-K | ||
| 9/6/23 | 8-K | |||
| 3/7/23 | 10-K, S-8 | |||
| 4/12/21 | S-1/A | |||
| 3/26/21 | CORRESP, DRS, DRS/A, S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/06/23 Akoya Biosciences, Inc. 8-K:5,9 8/31/23 11:349K Toppan Merrill/FA 3/07/23 Akoya Biosciences, Inc. 10-K 12/31/22 103:14M Toppan Merrill Bridge/FA 3/07/23 Akoya Biosciences, Inc. S-8 3/07/23 5:102K Toppan Merrill/FA 3/15/22 Akoya Biosciences, Inc. S-8 3/15/22 4:68K Toppan Merrill/FA 4/23/21 Akoya Biosciences, Inc. S-8 4/23/21 5:190K Toppan Merrill/FA 4/12/21 Akoya Biosciences, Inc. S-1/A 8:6.1M Toppan Merrill/FA 3/26/21 Akoya Biosciences, Inc. S-1 21:8M Toppan Merrill/FA |