SEC Filing | Akoya Biosciences, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-40344

Akoya Biosciences, Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-5586242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Campus Drive, 6th Floor Marlborough, Massachusetts		01752
(Address of principal executive offices)		(Zip Code)

(855) 896-8401

Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	AKYA	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒	Smaller reporting company ☒
Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Number of shares of the registrant’s common shares outstanding at October 28, 2022: 37,955,857

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AKOYA BIOSCIENCES, INC.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021		2
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021		3
Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021		4
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021		5
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 2021		7
Notes to Consolidated Financial Statements (Unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3. Quantitative and Qualitative Disclosures About Market Risk		45
Item 4. Controls and Procedures		45

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		45
Item 1A. Risk Factors		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 3. Defaults Upon Senior Securities		46
Item 4. Mine Safety Disclosures		46
Item 5. Other Information		46
Item 6. Exhibits		48
Signatures		49

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Akoya Biosciences, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this report other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts, and other matters regarding our business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report and in other documents we file with the Securities and Exchange Commission (the “SEC”) from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this report represent our views as of the date of this report. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

Unless otherwise stated or the context otherwise indicates, references to “we,” “us,” “our” and similar references refer to Akoya Biosciences, Inc. and its consolidated subsidiary.

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AKOYA BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	September 30, 2022		December 31, 2021
		(unaudited)
Assets
Current assets
Cash and cash equivalents	$	51,836	$	113,079
Marketable securities		29,868		—
Accounts receivable, net		8,680		9,444
Inventories, net		13,063		9,014
Prepaid expenses and other current assets		8,297		9,277
Total current assets		111,744		140,814
Property and equipment, net		10,492		7,487
Restricted cash		302		302
Demo inventory, net		2,064		2,548
Intangible assets, net		20,442		21,150
Goodwill		18,262		18,262
Operating lease right of use assets, net		11,307		—
Financing lease right of use assets, net		1,504		—
Other assets		340		344
Total assets	$	176,457	$	190,907
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	8,172	$	9,435
Accrued expenses and other current liabilities		14,037		13,491
Current portion of operating lease liabilities		3,004		—
Current portion of financing lease liabilities		593		—
Current portion of capital lease liabilities		—		272
Deferred revenue		5,876		4,484
Total current liabilities		31,682		27,682
Deferred revenue, net of current portion		1,477		1,330
Long-term debt, net of debt discount		52,714		32,471
Deferred tax liability, net		125		26
Capital lease liabilities, net of current portion		—		197
Operating lease liabilities, net of current portion		8,723		—
Financing lease liabilities, net of current portion		692		—
Contingent consideration liability (Note 4), net of current portion		5,956		7,850
Total liabilities		101,369		69,556
Stockholders’ equity:
Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2022 and December 31, 2021		—		—
Common Stock, $0.00001 par value; 500,000,000 shares authorized at September 30, 2022 and December 31, 2021; 37,947,853 and 37,424,101 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		2		2
Additional paid in capital		223,025		217,456
Accumulated deficit		(147,873)		(96,107)
Other comprehensive loss		(66)		—
Total stockholders’ equity		75,088		121,351
Total liabilities and stockholders’ equity	$	176,457	$	190,907

See accompanying notes to consolidated financial statements.

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AKOYA BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands except share & per share data)

Three months ended

Nine months ended

September 30,

2022

2021

2022

2021

Revenue:

Product revenue

14,438

10,874

41,942

31,556

Service and other revenue

4,414

2,602

11,698

7,203

Total revenue

18,852

13,476

53,640

38,759

Cost of goods sold:

Cost of product revenue

5,455

3,594

14,733

10,381

Cost of service and other revenue

2,490

1,429

7,563

4,386

Total cost of goods sold

7,945

5,023

22,296

14,767

Gross profit

10,907

8,453

31,344

23,992

Operating expenses:

Selling, general and administrative

19,922

13,725

58,705

31,970

Research and development

5,466

3,999

16,778

10,138

Change in fair value of contingent consideration

357

224

(599)

1,050

Depreciation and amortization

1,815

1,244

4,975

3,352

Total operating expenses

27,560

19,192

79,859

46,510

Loss from operations

(16,653)

(10,739)

(48,515)

(22,518)

Other income (expense):

Interest expense

(1,109)

(763)

(2,707)

(2,271)

Change in fair value of warrant liability

—

(2,728)

Gain on extinguishment of debt

—

2,476

Other expense, net

(89)

(126)

(395)

(244)

Loss before benefit (provision) for income taxes

(17,851)

(11,628)

(51,617)

(25,285)

Benefit (provision) for income taxes

(21)

(149)

Net loss

(17,872)

(11,617)

(51,766)

(25,262)

Dividends accrued on redeemable convertible preferred stock

—

(1,435)

Accretion of redeemable convertible preferred stock

—

(296)

Adjusted net loss attributable to common stockholders

(17,872)

(11,617)

(51,766)

(26,993)

Net loss per share attributable to common stockholders, basic and diluted

(0.47)

(0.31)

(1.37)

(1.15)

Weighted-average shares outstanding, basic and diluted

37,900,821

37,162,489

37,660,814

23,407,358

See accompanying notes to consolidated financial statements.

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AKOYA BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in thousands)

Three months ended

Nine months ended

September 30,

2022

2021

2022

2021

Net loss

(17,872)

(11,617)

(51,766)

(25,262)

Other comprehensive loss:

Unrealized gain (loss) on marketable securities

—

(66)

—

Total other comprehensive income (loss)

—

(66)

—

Comprehensive loss

(17,846)

(11,617)

(51,832)

(25,262)

See accompanying notes to consolidated financial statements.

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AKOYA BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED

STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

(in thousands, except share data)


	Series B			Series C			Series D
	Redeemable			Redeemable			Redeemable			Series A
	Convertible			Convertible			Convertible			Convertible			Class A			Class B			Additional				Accumulated		Total
	Preferred Stock			Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Common Stock			Paid in		Accumulated		other comprehensive		Stockholders’
	Shares		Amount	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		loss		equity (deficit)
Balance at December 31, 2021	—	$	—	—	$	—	—	$	—	—	$	—	37,424,101	$	2	—	$	—	$	217,456	$	(96,107)	$	—	$	121,351
Exercise of stock options	—		—	—		—	—		—	—		—	78,257		—	—		—		55		—		—		55
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—		(16,399)		—		(16,399)
Stock-based compensation	—		—	—		—	—		—	—		—	—		—	—		—		1,545		—		—		1,545
Balance at March 31, 2022	—	$	—	—	$	—	—	$	—	—	$	—	37,502,358	$	2	—	$	—	$	219,056	$	(112,506)	$	—	$	106,552
Exercise of stock options	—		—	—		—	—		—	—		—	264,297		—	—		—		164		—		—		164
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—		(17,495)		—		(17,495)
Other comprehensive loss	—		—	—		—	—		—	—		—	—		—	—		—		—		—		(92)		(92)
Stock-based compensation	—		—	—		—	—		—	—		—	—		—	—		—		1,721		—		—		1,721
Balance at June 30, 2022	—	$	—	—	$	—	—	$	—	—	$	—	37,766,655	$	2	—	$	—	$	220,941	$	(130,001)	$	(92)	$	90,850
Exercise of stock options	—		—	—		—	—		—	—		—	63,102		—	—		—		40		—		—		40
Exercise of stock warrant	—		—	—		—	—		—	—		—	118,096		—	—		—		—		—		—		—
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—		(17,872)		—		(17,872)
Other comprehensive income	—		—	—		—	—		—	—		—	—		—	—		—		—		—		26		26
Stock-based compensation	—		—	—		—	—		—	—		—	—		—	—		—		2,044		—		—		2,044
Balance at September 30, 2022	—	$	—	—	$	—	—	$	—	—	$	—	37,947,853	$	2	—	$	—	$	223,025	$	(147,873)	$	(66)	$	75,088

See accompanying notes to consolidated financial statements.

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AKOYA BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED

STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

(in thousands, except share data)


	Series B			Series C			Series D
	Redeemable			Redeemable			Redeemable			Series A
	Convertible			Convertible			Convertible			Convertible			Class A			Class B			Additional				Total
	Preferred Stock			Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Shares		Amount	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		equity (deficit)
Balance at December 31, 2020	13,715,330	$	11,500	26,732,361	$	30,107	16,390,217	$	27,500	5,013,333	$	1,253	—	$	—	2,563,765	$	1	$	—	$	(52,280)	$	(51,026)
Exercise of stock options	—		—	—		—	—		—	—		—	—		—	271,334		—		44		—		44
Accrued dividends	—		180	—		510	—		500	—		—	—		—	—		—		(298)		(892)		(1,190)
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—		(8,082)		(8,082)
Stock-based compensation	—		—	—		—	—		—	—		—	—		—	—		—		254		—		254
Balance at March 31, 2021	13,715,330	$	11,680	26,732,361	$	30,617	16,390,217	$	28,000	5,013,333	$	1,253	—	$	—	2,835,099	$	1	$	—	$	(61,254)	$	(60,000)
Conversion of Class B shares	—		—	—		—	—		—	—		—	2,835,099		1	(2,835,099)		(1)		—		—		—
Exercise of stock options	—		—	—		—	—		—	—		—	189,175		—	—		—		99		—		99
Accrued dividends	—		37	—		105	—		103	—		—	—		—	—		—		(245)		—		(245)
Initial public offering of common stock	—		—