UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Akoya Biosciences, Inc.
(Name of Issuer)
Common Stock, Par Value $0.00001 per Share
(Title of Class of Securities)
00974H104
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons aMoon Growth Fund II, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) PN |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons aMoon Growth Fund II G.P., L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) PN |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons aMoon Growth II General Partner Ltd. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) CO
|
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons aMoon Edge Limited Partnership |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) PN |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) CO |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) CO |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) CO |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) IN |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
CUSIP No. | 00974H104 |
1. | Names of Reporting Persons |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
3. | SEC Use Only
|
4. | Citizenship or Place of Organization
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power 0 |
6. | Shared Voting Power |
7. | Sole Dispositive Power 0 |
8. | Shared Dispositive Power |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11. | Percent of Class Represented by Amount in Row (9) |
12. | Type of Reporting Person (See Instructions) IN |
(1) | Based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023. |
Item 1(a) Name of Issuer
| Akoya Biosciences, Inc. (the “Issuer”). |
Item 1(b) Address of Issuer’s Principal Executive Offices
| 100 Campus Drive, 6th Floor, Marlborough, MA 01752. |
Item 2(a)-(b) Name of Person Filing; Address of Principal Business Office or, if none, Residence
| 1. | aMoon Growth Fund II, L.P. (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 2. | aMoon Growth Fund II G.P., L.P. (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 3. | aMoon Growth II General Partner Ltd., (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 4. | aMoon Edge Limited Partnership (“aMoon Edge”) 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 5. | aMoon Edge GP Ltd., (“aMoon Edge Ltd.”) 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 6. | Hilliyon Holdings Ltd., (“Hilliyon”) 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 7. | Berko Capital Ltd., an Israeli company (“Berko Capital”) 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 8. | Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| 9. | Dr. Tomer Berkovitz (“Berkovitz”) 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel. |
| The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
|
Item 2(c) Citizenship
| aMoon is a Cayman Islands exempted limited partnership; aMoon G.P. is a Cayman Islands exempted limited partnership; aMoon Ltd. is an Israeli company; aMoon Edge is a Cayman Islands exempted limited partnership; aMoon Edge Ltd. is a Cayman Islands company; Hilliyon is an Israeli company; Berko Capital is an Israeli company; Schindel is an Israeli citizen and Berkovitz is an Israeli citizen.
|
Item 2(d) Title of Class of Securities
| Common Stock, par value $0.00001 per share |
Item 2(e) CUSIP Number
Item 3 | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Item 4 Ownership
All share percentage calculation below are based on 49,076,173 shares of Common Stock issued and outstanding at October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Committee on November 9, 2023.
aMoon Growth Fund II, L.P.
| (a) | Amount beneficially owned: 2,871,406 shares of Common Stock. |
| (b) | Percent of Class: 5.85% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,871,406 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,871,406 shares of Common Stock |
aMoon Growth Fund II G.P., L.P.
| (a) | Amount beneficially owned: 2,871,406 shares of Common Stock. |
| (b) | Percent of Class: 5.85% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,871,406 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,871,406 shares of Common Stock. |
aMoon Growth II General Partner Ltd.
| (a) | Amount beneficially owned: 2,871,406 shares of Common Stock. |
| (b) | Percent of Class: 5.85% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,871,406 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 2,871,406 shares of Common Stock. |
aMoon Edge Limited Partnership
| (a) | Amount beneficially owned: 205,789 shares of Common Stock. |
| (b) | Percent of Class: 0.42% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 205,789 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 205,789 shares of Common Stock. |
aMoon Edge GP Ltd.
| (a) | Amount beneficially owned: 205,789 shares of Common Stock. |
| (b) | Percent of Class: 0.42% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 205,789 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 205,789 shares of Common Stock. |
Hilliyon Holdings Ltd.
| (a) | Amount beneficially owned: 205,789 shares of Common Stock. |
| (b) | Percent of Class: 0.42% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 205,789 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 205,789 shares of Common Stock. |
Berko Capital Ltd.
| (a) | Amount beneficially owned: 205,789 shares of Common Stock. |
| (b) | Percent of Class: 0.42% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 205,789 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 205,789 shares of Common Stock. |
Dr. Yair C. Schindel
| (a) | Amount beneficially owned: 3,077,195 shares of Common Stock. (i) Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to share voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon; (ii) aMoon Edge Ltd. is the sole general partner of aMoon Edge pursuant to the terms of the limited partnership agreement of aMoon Edge. Hilliyon and Berko Capital are the sole shareholders of aMoon Edge Ltd. and Schindel is the sole shareholder of Hilliyon. By virtue of such relationships, Schindel may be deemed to share voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon Edge. Schindel disclaims beneficial ownership of the shares of Common Stock of the Issuer held by aMoon, aMoon G.P. aMoon Ltd., aMoon Edge, aMoon Edge Ltd., and Hilliyon, except to the extent of his pecuniary interest therein, if any. |
| (b) | Percent of Class: 6.27% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 3,077,195 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,077,195 shares of Common Stock. |
Dr. Tomer Berkovitz
| (a) | Amount beneficially owned: 205,789 shares of Common Stock. Hilliyon and Berko Capital are the sole shareholders of aMoon Edge Ltd., and Berkovitz is the sole shareholder of Berko Capital. By virtue of such relationships, Berkovitz may be deemed to share voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon Edge. Berkovitz disclaims beneficial ownership of the shares of Common Stock of the Issuer held by aMoon Edge, aMoon Edge Ltd. and Berko Capital, except to the extent of his pecuniary interest therein, if any. |
| (b) | Percent of Class: 0.42% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 205,789 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 205,789 shares of Common Stock |
Item 5
| Ownership of Five Percent or Less of a Class |
Not applicable.
Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
Item 8 | Identification and Classification of Members of the Group |
| Incorporated by reference to Items 2 and 4 of this Schedule 13G. |
Item 9
| Notice of Dissolution of Group |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
AMOON GROWTH FUND II L.P. BY: AMOON GROWTH FUND II G.P., L.P., ITS GENERAL PARTNER BY: AMOON GROWTH II GENERAL PARTNER LTD., ITS GENERAL PARTNER
|
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
AMOON GROWTH FUND II G.P., L.P.,
BY: AMOON GROWTH II GENERAL PARTNER LTD., ITS GENERAL PARTNER
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
AMOON GROWTH II GENERAL PARTNER LTD. |
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
AMOON EDGE LIMITED PARTNERSHIP BY: AMOON EDGE GP LTD., ITS GENERAL PARTNER |
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
AMOON EDGE GP LTD. |
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
HILLIYON HOLDINGS LTD. |
By: | /s/ Dr. Yair C. Schindel |
| Name: Title: | Dr. Yair C. Schindel Director |
BERKO CAPITAL LTD. |
By: | /s/ Dr. Tomer Berkovitz |
| Name: Title: | Dr. Tomer Berkovitz Director |
DR. YAIR C. SCHINDEL
|
/s/ Dr. Yair C. Schindel | |
DR. TOMER BERKOVITZ |
/s/ Dr. Tomer Berkovitz | |
EXHIBIT A TO SCHEDULE 13G
Joint Filing Agreement
The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to shares of Common Stock, par value $0.00001 per share, of Akoya Biosciences, Inc. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 3ed day of January 2024. |
| AMOON GROWTH FUND II L.P. BY: AMOON GROWTH FUND II G.P., L.P., ITS GENERAL PARTNER BY: AMOON GROWTH II GENERAL PARTNER LTD., ITS GENERAL PARTNER
|
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| AMOON GROWTH FUND II G.P., L.P.,BY: AMOON GROWTH II GENERAL PARTNER LTD., ITS GENERAL PARTNER |
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| AMOON GROWTH II GENERAL PARTNER LTD. |
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| AMOON EDGE LIMITED PARTNERSHIP BY: AMOON EDGE GP LTD., ITS GENERAL PARTNER |
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| AMOON EDGE GP LTD. |
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| HILLIYON HOLDINGS LTD. |
| By: | /s/ Dr. Yair C. Schindel |
| | Name: Title: | Dr. Yair C. Schindel Director |
| BERKO CAPITAL LTD. |
| By: | /s/ Dr. Tomer Berkovitz |
| | Name: Title: | Dr. Tomer Berkovitz Director |
| DR. YAIR C. SCHINDEL
|
| /s/ Dr. Yair C. Schindel |
| DR. TOMER BERKOVITZ |
| /s/ Dr. Tomer Berkovitz |