
PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents Akoya Biosciences, Inc.'s unaudited consolidated financial statements for the three months ended March 31, 2024 and 2023, including balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, financial instruments, debt, equity, and other financial commitments Consolidated Balance Sheets Consolidated Balance Sheet Summary (in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Total Assets | $154,750 | $180,369 | | Total Liabilities | $122,027 | $126,599 | | Total Stockholders' Equity | $32,723 | $53,770 | - Total assets decreased by $25.6 million (14.2%) from December 31, 2023, to March 31, 2024, primarily due to a significant reduction in cash and cash equivalents16 - Cash and cash equivalents decreased from $83.1 million at December 31, 2023, to $13.0 million at March 31, 2024, while marketable securities increased from $0 to $48.5 million16 Consolidated Statements of Operations Consolidated Statements of Operations Summary (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total Revenue | $18,350 | $21,410 | | Gross Profit | $8,379 | $12,293 | | Loss from Operations | $(21,585) | $(17,436) | | Net Loss | $(23,484) | $(18,802) | | Net Loss Per Share (Basic & Diluted) | $(0.48) | $(0.49) | - Total revenue decreased by 14.3% year-over-year, from $21.4 million in Q1 2023 to $18.4 million in Q1 202418 - Net loss increased by 24.9% year-over-year, from $18.8 million in Q1 2023 to $23.5 million in Q1 202418 Consolidated Statements of Comprehensive Loss Consolidated Statements of Comprehensive Loss (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net Loss | $(23,484) | $(18,802) | | Unrealized (loss) gain on marketable securities | $(16) | $6 | | Comprehensive Loss | $(23,500) | $(18,796) | - Comprehensive loss for Q1 2024 was $(23.5) million, compared to $(18.8) million for Q1 2023, primarily driven by the net loss20 Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity (in thousands) | Metric | Balance at Dec 31, 2023 | Balance at Mar 31, 2024 | | :-------------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity | $53,770 | $32,723 | | Accumulated Deficit | $(230,071) | $(253,555) | | Stock-based Compensation | $0 | $2,566 | | Net Loss | $0 | $(23,484) | - Total stockholders' equity decreased from $53.8 million at December 31, 2023, to $32.7 million at March 31, 2024, primarily due to the net loss incurred during the period23 - Accumulated deficit increased by $23.5 million, reflecting the net loss for the three months ended March 31, 202423 Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net Cash Used in Operating Activities | $(20,824) | $(19,758) | | Net Cash (Used in) Provided by Investing Activities | $(48,817) | $6,196 | | Net Cash Used in Financing Activities | $(444) | $(419) | | Net Decrease in Cash, Cash Equivalents, and Restricted Cash | $(70,085) | $(13,981) | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $13,739 | $60,551 | - Net cash used in operating activities increased by $1.1 million year-over-year to $20.8 million in Q1 202425215 - Net cash used in investing activities significantly increased to $48.8 million in Q1 2024, primarily due to $48.0 million in purchases of marketable securities, compared to net cash provided of $6.2 million in Q1 202325218 Notes to Consolidated Financial Statements (1) The Company and Basis of Presentation This note describes Akoya Biosciences, Inc.'s business, global operations, and assessment of its financial liquidity - Akoya Biosciences, Inc. is a life sciences technology company focused on spatial biology solutions, offering end-to-end tissue analysis and spatial phenotyping through its PhenoCycler and PhenoImager platforms, reagents, software, and services27 - The company operates globally, selling into North America, Asia-Pacific (APAC), and Europe-Middle East-Africa (EMEA)28 - As of March 31, 2024, the company had $61.6 million in cash, cash equivalents, and marketable securities, and an accumulated deficit of $253.6 million, but believes existing liquidity is adequate for at least the next twelve months3335 (2) Summary of Significant Accounting Policies This note details the company's revenue recognition policies and its status as an emerging growth company - Revenue is recognized when a customer obtains control of promised goods or services, disaggregated by product (instruments, consumables, software) and service (warranty, lab services, companion diagnostic development)4055 Revenue Disaggregation (in thousands) | Revenue Source | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------- | :-------------------------------- | :-------------------------------- | | Instruments | $4,869 | $9,607 | | Consumables | $7,001 | $5,712 | | Standalone software products | $270 | $205 | | Total Product Revenue | $12,140 | $15,524 | | Service and other revenue | $3,383 | $3,552 | | Instrument warranty | $2,827 | $2,334 | | Total Service and Other Revenue | $6,210 | $5,886 | | Total Revenue | $18,350 | $21,410 | - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised accounting standards72 (3) Significant Risks and Uncertainties including Business and Credit Concentrations This note outlines the company's credit risk management and customer concentration details - The company's credit risk is concentrated in cash equivalents, marketable securities, and receivables, with guidelines for credit ratings, diversification, and maturities75 - An allowance for credit losses is maintained, which increased from $45 thousand at December 31, 2023, to $420 thousand at March 31, 202476 - For Q1 2024, no single customer accounted for more than 10% of revenue, but one customer accounted for 16% of accounts receivable77 (4) Fair Value of Financial Instruments This note presents the fair value measurements of the company's financial assets and liabilities Fair Value of Financial Instruments (in thousands) - March 31, 2024 | Asset/Liability | Balance at March 31, 2024 | Level 1 | Level 2 | Level 3 | | :----------------------------------- | :------------------------ | :------ | :------ | :------ | | Assets: | | | | | | Cash equivalents | $11,528 | $10,141 | $1,387 | $— | | U.S Treasury securities | $29,776 | $— | $29,776 | $— | | Corporate bonds | $6,908 | $— | $6,908 | $— | | U.S. Government agency bonds | $4,996 | $— | $4,996 | $— | | Commercial paper | $3,410 | $— | $3,410 | $— | | Yankee bonds | $3,446 | $— | $3,446 | $— | | Total Assets | $60,064 | $10,141 | $49,923 | $— | | Liabilities: | | | | | | Contingent consideration – Short term | $3,839 | $— | $— | $3,839 | | Contingent consideration – Long term | $4,015 | $— | $— | $4,015 | | Total Liabilities | $7,854 | $— | $— | $7,854 | - The company's marketable securities, primarily U.S. Treasury securities, corporate bonds, and government agency bonds, are classified as Level 2 fair value measurements78 - Contingent consideration liability, measured using Level 3 inputs (discounted cash flow analysis), totaled $7.85 million at March 31, 20247883 (5) Property and Equipment, Net This note details changes in the company's property and equipment, including impairment charges Property and Equipment, Net (in thousands) | Category | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Total Property and Equipment, Net | $8,964 | $10,729 | | Total Demo Inventory, Net | $726 | $893 | - Property and equipment, net, decreased by $1.77 million from December 31, 2023, to March 31, 2024, primarily due to a $902 thousand impairment related to exiting the Menlo Park facility86 - Depreciation expense for property and equipment was $716 thousand for Q1 2024, up from $698 thousand in Q1 202387 (6) Allowance for Credit Losses This note explains the changes in the company's allowance for credit losses during the period Allowance for Credit Losses Roll-Forward (in thousands) | Metric | Amount | | :----------------------- | :----- | | Balance at January 1, 2024 | $45 | | Change in provision | $375 | | Balance at March 31, 2024 | $420 | - The allowance for credit losses increased significantly from $45 thousand at the beginning of 2024 to $420 thousand by March 31, 2024, reflecting a $375 thousand change in provision93 (7) Intangible Assets This note provides a breakdown of the company's intangible assets and their amortization Intangible Assets, Net (in thousands) | Category | March 31, 2024 (Net) | December 31, 2023 (Net) | | :-------------------------- | :------------------- | :-------------------- | | Customer relationships | $7,469 | $7,666 | | Developed technology | $4,492 | $4,665 | | Licenses | $29 | $30 | | Trade names and trademarks | $2,715 | $2,922 | | Capitalized software | $1,994 | $2,129 | | Total Intangible Assets | $16,699 | $17,412 | - Total intangible assets, net, decreased by $713 thousand from December 31, 2023, to March 31, 2024, primarily due to amortization94 - Total amortization expense for Q1 2024 was $713 thousand, compared to $817 thousand in Q1 202394 (8) Accrued Expenses and Other Current Liabilities This note details the composition and changes in the company's accrued expenses and other current liabilities Accrued Expenses and Other Current Liabilities (in thousands) | Category | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Payroll and compensation | $4,112 | $7,074 | | Current portion of contingent consideration | $3,839 | $1,911 | | Inventory purchases | $458 | $609 | | Customer deposits | $1,479 | $1,096 | | Accrued interest | $791 | $711 | | Other accrued expenses | $1,783 | $2,032 | | Total | $12,462 | $13,433 | - Total accrued expenses and other current liabilities decreased by $971 thousand (7.2%) from December 31, 2023, to March 31, 202496 - Payroll and compensation decreased by $2.96 million, while the current portion of contingent consideration increased by $1.93 million96 (9) Debt This note describes the company's long-term debt, including the Midcap Trust Term Loan Long-Term Debt, Net (in thousands) | Category | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Midcap Trust Term Loan | $75,000 | $75,000 | | Unamortized debt discount | $(419) | $(448) | | Accretion of final fee | $888 | $702 | | Total long-term debt, net | $75,469 | $75,254 | - The company has a $75.0 million Midcap Trust Term Loan, with an interest rate of 12.24% at March 31, 2024104105 - Future principal payments for the Midcap Trust Term Loan are scheduled to begin in December 2025, with significant payments in 2026 and 2027105 (10) Stockholder's Equity This note outlines changes in the company's common stock and equity offerings - As of March 31, 2024, 49,340,417 shares of common stock were issued and outstanding, an increase from 49,117,738 shares at December 31, 2023106 - The company has an at-the-market (ATM) offering program to sell up to $50.0 million of common stock, but no shares have been sold under this program as of March 31, 2024107 - In June 2023, the company completed a follow-on public offering, raising approximately $47.8 million in net proceeds111 (11) Stock Compensation Plans This note details the company's stock-based compensation expense and equity grants - Stock-based compensation expense for Q1 2024 was $2.57 million, up from $2.38 million in Q1 2023118 - The company granted options to purchase 730,000 shares in Q1 2024 (weighted average fair value $3.71/share) and 1,025,951 RSUs (weighted average fair value $5.34/share)116117 Stock-Based Compensation Expense Allocation (in thousands) | Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cost of goods sold | $74 | $86 | | Selling, general and administrative | $2,140 | $1,922 | | Research and development | $352 | $367 | | Total | $2,566 | $2,375 | (12) Employee Stock Purchase Plan This note describes the company's Employee Stock Purchase Plan and its current status - The 2021 Employee Stock Purchase Plan (ESPP) was approved to allow employees to purchase common stock through payroll deductions120 - No shares have been issued under the ESPP as of March 31, 2024, or December 31, 2023120 (13) Income Taxes This note explains the company's income tax provision and valuation allowance - The company recorded a tax provision of $63 thousand for Q1 2024, up from $29 thousand in Q1 2023, primarily due to foreign and minimal state taxes122 - A full valuation allowance is maintained against U.S. deferred tax assets due to the unlikelihood of realization122 (14) Commitments and Contingencies This note details the company's commitments, including royalty payments and contingent consideration - The company has a License Agreement with PKI requiring royalty payments on net sales of covered products and services, accounted for as contingent consideration123 Contingent Consideration Liability Changes (in thousands) | Metric | March 31, 2024 | March 31, 2023 | | :----------------------------------- | :------------- | :------------- | | Balance as of December 31 | $5,765 (2023) | $6,039 (2022) | | Reclassification of FY payment to accrued expenses | $(1,929) | $(1,640) | | Change in contingent consideration value | $179 | $227 | | Balance as of March 31 | $4,015 | $4,626 | (15) Net Loss Per Share Attributable to Common Stockholders This note explains the calculation of net loss per share and potentially dilutive securities Net Loss Per Share Computation | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(23,484) | $(18,802) | | Weighted average common shares outstanding, basic and diluted | 49,188,170 | 38,326,024 | | Basic and diluted net loss per common share outstanding | $(0.48) | $(0.49) | - Diluted net loss per share was $(0.48) for Q1 2024, a slight improvement from $(0.49) in Q1 2023, despite a higher net loss, due to an increased weighted-average share count126 - Potentially dilutive securities (stock options and unvested RSUs) were excluded from diluted EPS calculation as their effect would be anti-dilutive due to the net loss127128 (16) Segments This note clarifies the company's single reportable segment and geographical revenue distribution - The company operates as a single reportable segment, with its chief executive officer viewing and managing the business as such129 Revenue by Geographical Market (in thousands) | Region | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------- | :-------------------------------- | :-------------------------------- | | North America | $10,124 (55%) | $11,851 (55%) | | APAC | $3,270 (18%) | $4,387 (21%) | | EMEA | $4,956 (27%) | $5,172 (24%) | | Total Revenue | $18,350 (100%) | $21,410 (100%) | - North America consistently accounted for 55% of total revenue in both Q1 2024 and Q1 2023, while APAC's share decreased and EMEA's increased130 (17) Related Party Transactions This note details transactions with related parties, including cost of goods sold and accounts payable - The company incurred $1.67 million in cost of goods sold from Argonaut Manufacturing Services Inc. (AMS), a related party, in Q1 2024, down from $1.95 million in Q1 2023132 - As of March 31, 2024, $4.17 million in inventories, net, and $2.44 million in accounts payable were related to AMS133 (18) Leases This note describes the company's lease arrangements, including impairment charges from facility exits - The company ceased use of its Menlo Park, California facility in Q1 2024, resulting in an impairment charge of $2.97 million, including $2.07 million for ROU assets and $902 thousand for property and equipment134135 Lease Costs (in thousands) | Lease Type | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Finance lease cost | $214 | $201 | | Operating lease cost | $734 | $812 | | Total Lease Cost | $982 | $1,033 | (19) Reduction in Force This note outlines the company's workforce reduction and associated restructuring charges - In January 2024, the company initiated a workforce reduction, eliminating 51 positions, as part of cost savings initiatives and facility consolidation141 - Restructuring charges of $1.4 million were recorded in Q1 2024, including $1.26 million for workforce reduction and $140 thousand for relocation costs142 (20) Subsequent Events This note confirms the evaluation of subsequent events with no material disclosures - The company evaluated subsequent events through May 13, 2024, the date the financial statements were issued, with no material events disclosed143 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Akoya Biosciences, Inc.'s financial condition and results of operations for the three months ended March 31, 2024, compared to the same period in 2023. It covers the company's business overview, key factors affecting performance, business metrics, detailed analysis of revenue and expenses, liquidity, and capital resources Overview This section provides an overview of Akoya Biosciences' business, spatial biology solutions, and financial performance goals - Akoya Biosciences is a life sciences technology company specializing in spatial biology solutions, offering end-to-end tissue analysis and spatial phenotyping through its PhenoCycler and PhenoImager platforms145 - The company aims to provide comprehensive solutions from discovery to clinical research and diagnostics, distinguishing itself by offering both deep exploratory studies and scalable clinical IVD tests146 - Akoya has incurred net losses since its inception, with Q1 2024 net loss at $23.5 million, and plans to achieve cash flow positivity by growing its business and improving operations151 Key Factors Affecting Results of Operations and Future Performance This section discusses factors influencing future performance, including platform expansion and margin improvement - Future performance is dependent on expanding the installed base of PhenoCycler and PhenoImager platforms, as instrument sales drive recurring revenue from consumables and services152 - The company aims to increase incremental pull-through by launching new applications and biomarker targets, expecting recurring revenue to become an increasingly important contributor156 - Improving revenue mix and gross margin is a key factor, with higher margins expected from direct sales and increased consumables/service revenue as a percentage of total revenue157158 Key Business Metrics This section presents key operational metrics, such as instrument placements and installed base growth Instrument Placements | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------- | :-------------------------------- | :-------------------------------- | | Instrument Placements | 30 | 58 | - Instrument placements decreased significantly to 30 in Q1 2024 from 58 in Q1 2023, indicating a slowdown in new system sales161184 - The cumulative installed base grew to 1,213 systems as of March 31, 2024, up from 992 systems as of March 31, 2023, which is expected to drive future recurring revenue186 Components of Results of Operations This section breaks down the components of revenue, cost of goods sold, and gross profit - Product revenue is generated from instruments, consumables, and software, with instrument sales accounting for 40% of product revenue in Q1 2024 (down from 62% in Q1 2023) and consumables for 58% (up from 37%)164 - Service and other revenue primarily comes from extended service contracts, installation, training, laboratory services, and companion diagnostic development167 - Gross profit decreased to $8.4 million in Q1 2024 from $12.3 million in Q1 2023, with gross margin declining from 57% to 46%, partly due to a $2.0 million charge for obsolete inventory174188 Results of Operations (Detailed Comparison) This section provides a detailed comparison of revenue and operating expenses year-over-year Revenue Comparison (in thousands) | Revenue Type | Q1 2024 | Q1 2023 | Change (Amount) | Change (%) | | :-------------------- | :------ | :------ | :-------------- | :--------- | | Product revenue | $12,140 | $15,524 | $(3,384) | (22)% | | Service and other revenue | $6,210 | $5,886 | $324 | 6% | | Total revenue | $18,350 | $21,410 | $(3,060) | (14)% | - Product revenue decreased by $3.4 million (22%) due to a $4.7 million drop in instrument revenue, partially offset by a $1.3 million increase in consumable revenue184 Operating Expenses Comparison (in thousands) | Expense Type | Q1 2024 | Q1 2023 | Change (Amount) | Change (%) | | :----------------------------------- | :------ | :------ | :-------------- | :--------- | | Selling, general and administrative | $19,863 | $23,124 | $(3,261) | (14)% | | Research and development | $5,554 | $6,378 | $(824) | (13)% | | Change in fair value of contingent consideration | $179 | $227 | $(48) | (21)% | | Impairment | $2,971 | $— | $2,971 | 100% | | Restructuring | $1,397 | $— | $1,397 | 100% | | Total operating expenses | $29,964 | $29,729 | $235 | 1% | Liquidity and Capital Resources This section details the company's cash position, funding sources, and cash flow activities - As of March 31, 2024, the company had $61.6 million in cash, cash equivalents, and marketable securities200 - The company has historically funded operations through equity financings (IPO in 2021, follow-on offering in 2023) and debt, and expects existing liquidity to be sufficient for the next 12 months201202204 Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(20,824) | $(19,758) | | Net cash (used in) provided by investing activities | $(48,817) | $6,196 | | Net cash used in financing activities | $(444) | $(419) | | Net decrease in cash, cash equivalents, and restricted cash | $(70,085) | $(13,981) | Critical Accounting Policies and Estimates This section highlights the significant accounting policies and estimates used in financial reporting - The company's financial statements are prepared in accordance with GAAP, requiring estimates and judgments that affect reported amounts223224 - No significant changes in critical accounting policies and estimates were reported compared to the Annual Report on Form 10-K for the year ended December 31, 2023225 Recent Accounting Pronouncements This section discusses the impact of recently issued accounting standards on the company - The company is evaluating the impact of ASC Update No. 2023-09 (Income Taxes) on its consolidated financial statements, effective for annual periods beginning after December 15, 202474 - ASC Update No. 2023-07 (Segment Reporting) is effective for annual financial statements beginning January 1, 2024, but is not expected to have a material impact on disclosures73 JOBS Act Accounting Election This section explains the company's election to delay adoption of new accounting standards as an emerging growth company - As an 'emerging growth company' under the JOBS Act, Akoya has elected to delay adopting new or revised accounting standards until they apply to private companies227 Smaller Reporting Company Status This section outlines the disclosure exemptions available to the company as a smaller reporting company - Akoya is a 'smaller reporting company,' allowing it to rely on exemptions from certain disclosure requirements, such as presenting only two years of audited financial statements and reduced executive compensation disclosures228 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Akoya Biosciences, Inc. is not required to provide detailed quantitative and qualitative disclosures about market risk for this reporting period - The company is exempt from providing detailed market risk disclosures due to its status as a smaller reporting company229 Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of March 31, 2024. No material changes to internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2024230 - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2024231 PART II. OTHER INFORMATION Item 1. Legal Proceedings Akoya Biosciences, Inc. is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently involved in any material legal proceedings233 Item 1A. Risk Factors Investing in Akoya's common stock involves significant risk. The company refers to the comprehensive list of risk factors detailed in its Annual Report on Form 10-K for the year ended December 31, 2023, noting no material changes to these risks in the current reporting period - Investing in the company's common stock carries a high degree of risk due to its rapidly changing operating environment234 - No material changes to the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2023, were reported235 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable for the current reporting period, indicating no unregistered sales of equity securities or specific use of proceeds to report - This item is not applicable236 Item 3. Defaults Upon Senior Securities This item is not applicable for the current reporting period, indicating no defaults upon senior securities to report - This item is not applicable237 Item 4. Mine Safety Disclosures This item is not applicable for the current reporting period, as the company does not have operations related to mine safety - This item is not applicable238 Item 5. Other Information During the first quarter of 2024, no directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q1 2024239 Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including organizational documents, investor agreements, certifications, and XBRL interactive data files - The exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, Investors' Rights Agreement, Description of Capital Stock, and various certifications (302, 906) and XBRL documents241 Signatures The report is duly signed on behalf of Akoya Biosciences, Inc. by Brian McKelligon, President and Chief Executive Officer, and Johnny Ek, Chief Financial Officer, on May 13, 2024 - The report was signed by Brian McKelligon (President and CEO) and Johnny Ek (CFO) on May 13, 2024245