United States securities and exchange commission logo





                             March 4, 2021

       Brian McKelligon
       President and Chief Executive Officer
       Akoya Biosciences, Inc.
       100 Campus Drive, 6th Floor
       Marlborough, MA 01752

                                                        Re: Akoya Biosciences,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
5, 2021
                                                            CIK No. 0001711933

       Dear Mr. McKelligon:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted February 5, 2021

       Prospectus Summary
       Overview, page 1

   1.                                                   Please place the
disclosure of your CODEX and Phenoptics platforms in the appropriate
                                                        context by including
disclosure relating to your dependence on patents, know-how and
                                                        proprietary technology
licensed from Stanford.
   2.                                                   Please revise the
graphic on pages 2 and 81 to indicate that the CODEX system is only for
                                                        discovery research,
whereas the Phenoptics system is only for translational and clinical
                                                        research. Currently,
the image suggests that translational research, which sits in between
 Brian McKelligon
Akoya Biosciences, Inc.
March 4, 2021
Page 2
         the two devices, can be conducted on either device. Alternatively, if
translational research
         can be conducted on both devices, revise your narrative descriptions.
Our Competitive Strengths, page 2

3.       The disclosure in the summary should be a balanced presentation of
your business. Please
         balance the description of your competitive strengths with equally
prominent disclosure of
         the challenges you face and the risks and limitations that could harm
your business or
         inhibit your strategic plans. For example, but without limitation,
balance your discussion
         of your competitive strengths with a discussion of your history of
losses since inception
         and your expectation to incur losses in the future.
Industry and Market Opportunity, page 3

4.       We note that you provide the overall market size for spatial biology.
Please disclose the
         portion of this market that is addressable by the potential
applications of your products.
         Please also clarify whether you will need FDA approval for any other
these potential
         applications.
5.       Please revise to disclose clearly and prominently that your products
are currently labeled
         for research use only. Also revise to disclose how this designation
impacts your
         addressable market.
6.       The title of the pie chart on page 4 appears to be inconsistent with
the narrative
         description on the prior page, which states that spatial biology is
composed of "markets
         such as genomics, proteomics, cell biology, lab supplies and
analytical technologies."
          Please reconcile and revise your discussion as appropriate.
Risk Factors
Risks Related to Our Business and Strategy, page 25

7.       We note your disclosure that in December 2019 you experienced a
ransomware incident
         which resulted in the encryption of certain of your files. Please
revise to disclose
         the magnitude of the ransomware incident, including a description of
the costs and other
         consequences. In your revised disclosure, please include any steps
taken to remediate the
         incident or mitigate harm. Please refer to CF Disclosure Guidance:
Topic No. 2.
Use of Proceeds, page 57
FirstName LastNameBrian McKelligon
8.     Please revise to clarify whether any material part of the proceeds is to
be used to discharge
Comapany   NameAkoya
       indebtedness.      Biosciences,
                      If so,           Inc. the disclosure required by
Instruction 4 to Item 504 of
                             please provide
March Regulation
       4, 2021 PageS-K.
                     2
FirstName LastName
 Brian McKelligon
FirstName  LastNameBrian McKelligon
Akoya Biosciences,  Inc.
Comapany
March      NameAkoya Biosciences, Inc.
       4, 2021
March3 4, 2021 Page 3
Page
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Operating Expenses, page 70

9.       Please provide a brief description of the material terms of your
Transition Services
         Agreement and License Agreement with PKI and file the agreements as
exhibits to the
         registration statement or tell us why it is not material. Refer to
Item 601(b)(10) of
         Regulation S-K.
Business
Our Competitive Strengths, page 82

10.      Please revise the graphic on page 82 to ensure that all images and
text are legible.
Intellectual Property, page 95

11.      Please revise your intellectual property disclosure to clearly
describe on an individual
         basis the type of patent protection granted for each product, the
expiration of
         each patent held, and the jurisdiction of each patent.
Licenses, page 96

12.      Please provide the current expiration date for the last-to-expire
licensed patent right under
         the Stanford University and the PerkinElmer Heath Sciences, Inc.,
Cambridge Research
         & Instrumentation, Inc., and VisEn Medical Inc. agreements.
13.      Please file your exclusive patent license agreement with the
University of Washington as
         an exhibit to the registration statement or explain why you believe
you are not required to
         do so. Refer to Item 601(b)(10) of Regulation S-K.
General

14.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Brian McKelligon
FirstName  LastNameBrian McKelligon
Akoya Biosciences,  Inc.
Comapany
March      NameAkoya Biosciences, Inc.
       4, 2021
March4 4, 2021 Page 4
Page
FirstName LastName
        You may contact Kristin Lochhead at 202-551-3664 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Dillon Hagius at 202-551-7976 or Jeffrey Gabor at
202-551-2544 with
any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Life
Sciences
cc:      Patrick J. O'Malley, Esq.