false000160397800016039782024-11-052024-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 5, 2024

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36426

04-3156167

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.001 per share

AQB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

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.    o


Item 2.02 Results of Operations and Financial Condition.

On November 5, 2024, AquaBounty Technologies, Inc. issued a press release regarding its financial results and corporate updates for the quarter ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K pursuant to Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Description

99.1

Press release issued by AquaBounty Technologies, Inc. on November 5, 2024.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AquaBounty Technologies, Inc.

(Registrant)

Date: November 5, 2024

/s/ David A. Frank

David A. Frank

Chief Financial Officer

Exhibit 99.1

 

Picture 2

AquaBounty Technologies Announces Third Quarter 2024 Financial Results

HARVARD, Mass., November 5, 2024 -- AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, today announced the Company’s financial results for the third quarter and nine months ended September 30, 2024.

Third Quarter 2024 Highlights and Recent Developments

·

Net loss in the third quarter of 2024 was down significantly at $3.4 million as compared to $6.1 million in the third quarter of 2023, primarily due to the sale of the Indiana farm.

·

Cash, cash equivalents and restricted cash totaled $500 thousand as of September 30, 2024, as compared to $9.2 million as of December 31, 2023.

·

The sale of the Indiana farm, which included certain equipment from the Ohio farm, was completed on July 26, 2024 for $9.2 million, net of expenses.  A portion of the net proceeds was used to pay off the bridge loan for the transaction.

·

On September 3, 2024, the Company announced that it had made the decision to sell its Rollo Bay farm operation on Prince Edward Island, Canada.

Management Commentary

“We continue to focus our efforts on working with our investment banking partner to extend our cash runway, while reviewing a variety of financing initiatives to maintain liquidity,” said Dave Melbourne, AquaBounty’s President and Chief Executive Officer.  “Included in this effort was our decision to market our Rollo Bay farm for sale.  As I stated in our announcement, the Rollo Bay farm was purchased and developed to support an expansion plan for five large land-based grow-out farms.  Since we will not require the egg output from the Rollo Bay farm in the near to mid-term timeframe, and since we will retain sufficient egg production capacity for our Ohio farm from our hatchery in Bay Fortune, we determined that the Rollo Bay farm could be sold at this time to address the Company’s immediate cash requirements without impacting our long-term strategy.”



“We have also been working to reduce costs where appropriate and our results for the quarter show a significant reduction in both our operating spend and our net loss.”



“We are fully committed to securing the pathway forward for our Company and stockholders, and we will continue to work to stabilize the business in the short term and drive value creation in the long term.  I look forward to sharing continued updates in the future” concluded Melbourne.

About AquaBounty

At AquaBounty Technologies, Inc. (NASDAQ: AQB), we believe that we are a distinctive brand in land-based aquaculture.  As a vertically integrated Company, we have decades of experience in farming Atlantic salmon from broodstock to grow out.  We leverage our operational expertise and advances in fish breeding, genetics, and health and nutrition, to deliver innovative solutions that address food insecurity and climate change issues.  Our land-based farms utilize recirculating aquaculture systems (“RAS”), which are designed to prevent disease and include multiple levels of fish containment designed to protect wild fish populations. AquaBounty’s primary farming principle is to raise nutritious salmon that is free of antibiotics and located close to key consumption markets, in a manner that is good for the environment, good for the fish and good for consumers. For more information on AquaBounty, please visit www.aquabounty.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended, including regarding potential financing alternatives for the Company, its operations, and construction of its Ohio farm. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these statements because they involve significant risks and uncertainties about AquaBounty. AquaBounty may use words such as “continue,” “believe,” “will,” “may,” “expect,” the negative forms of these words and similar expressions to identify such forward-


 

looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: our history of net losses and the likelihood of future net losses; our ability to continue as a going concern; our ability to raise substantial additional capital on acceptable terms, or at all, which is required to implement our business strategy as planned, or at all; our ability to raise additional funds in sufficient amounts on a timely basis, on acceptable terms, or at all; including our ability to sell our Rollo Bay farm and additional equipment from the Ohio farm to generate liquidity to fund ongoing operations; our ability to attract and retain key personnel, including key management personnel; our ability to retain and reengage key vendors and engage additional vendors, as needed; our ability to obtain approvals and permits to construct and operate our farms without delay; increases in interest rates; delays and defects that may prevent the commencement of farm operations; rising inflation rates; our ability to finance our Ohio farm through the placement of municipal bonds, which may require restrictive debt covenants that could limit our control over the farm’s operation and restrict our ability to utilize any cash that the farm generates; our ability to manage our growth, which could adversely affect our business; risks related to potential strategic acquisitions, investments or mergers; high customer concentration, which exposes us to various risks faced by our major customers; ethical, legal, and social concerns about genetically engineered products; our ability to gain consumer acceptance of our genetically engineered Atlantic salmon (“GE Atlantic salmon” or “AquAdvantage salmon”) product; the quality and quantity of the salmon that we harvest; a significant fish mortality event in our broodstock or our production facilities; the loss of our GE Atlantic salmon broodstock; disease outbreaks, which can increase the cost of production and/or reduce production harvests; a shutdown, material damage to any of our farms, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for our operations; our ability to efficiently and cost-effectively produce and sell salmon at large commercial scale; any contamination of our products, which could subject us to product liability claims and product recalls; security breaches, cyber-attacks and other disruptions could compromise our information, expose us to fraud or liability, or interrupt our operations; our dependence on third parties for the processing, distribution, and sale of our products; any write-downs of the value of our inventory; business, political, or economic disruptions or global health concerns; adverse developments affecting the financial services industry; industry volatility, including fluctuations in commodity prices of salmon; restrictions on Atlantic salmon farming in certain states; agreements that require us to pay a significant portion of our future revenue to third parties; our ability to receive additional government research grants and loans; international business risks, including exchange rate fluctuations; our ability to use net operating losses and other tax attributes, which may be subject to certain limitations; our ability to maintain regulatory approvals for our GE Atlantic salmon and our farm sites and obtain new approvals for farm sites and the sale of our products in other markets; our ability to continue to comply with U.S. Food and Drug Administration regulations and foreign regulations; significant regulations in the markets in which we intend to sell our products; significant costs complying with environmental, health, and safety laws and regulations, and any failure to comply with these laws and regulations; increasing regulation, changes in existing regulations, and review of existing regulatory decisions; lawsuits by non-governmental organizations and others who are opposed to the development or commercialization of genetically engineered products; risks related to the use of the term “genetically engineered,” which will need to be included as part of the acceptable market name for our GE Atlantic salmon, and bioengineering disclosures provided in accordance with U.S. Department of Agriculture regulations; competitors and potential competitors may develop products and technologies that make ours obsolete or garner greater market share than ours; any theft, misappropriation, or reverse engineering of our products could result in competing technologies or products; our ability to protect our proprietary technologies and intellectual property rights; our ability to enforce our intellectual property rights; volatility in the price of our shares of common stock; our ability to maintain our listing on the Nasdaq Stock Market LLC; our success in growing, or our perceived ability to grow, our GE Atlantic salmon successfully and profitably at commercial scale; an active trading market for our common stock may not be sustained; our status as a “smaller reporting company” and a “non-accelerated filer” may cause our shares of common stock to be less attractive to investors; any issuance of preferred stock with terms that could dilute the voting power or reduce the value of our common stock; provisions in our corporate documents and Delaware law could have the effect of delaying, deferring, or preventing a change in control of us; our expectation of not paying cash dividends in the foreseeable future; and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).  Forward-looking statements speak only as of the date hereof, and, except as required by law, AquaBounty undertakes no obligation to update or revise these forward-looking statements. For information regarding the risks faced by us, please refer to our public filings with the SEC, available on the Investors section of our website at www.aquabounty.com and on the SEC’s website at www.sec.gov.



Company & Investor Contact:
AquaBounty Technologies

investors@aquabounty.com



Media Contact:
Vince McMorrow
Fahlgren Mortine
(614) 906-1671
vince.mcmorrow@Fahlgren.com

 




 

 

AquaBounty Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)









 

 

 

 

 



 

As of



September 30, 2024

 

December 31, 2023

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

500,434 

 

$

8,203,869 

Inventory

 

466,270 

 

 

1,733,603 

Assets held for sale

 

35,286,854 

 

 

 —

Prepaid expenses and other current assets

 

1,089,013 

 

 

1,700,273 

Total current assets

 

37,342,571 

 

 

11,637,745 



 

 

 

 

 

Property, plant and equipment, net

 

80,188,450 

 

 

174,381,382 

Right of use assets, net

 

58,291 

 

 

281,104 

Intangible assets, net

 

194,158 

 

 

204,436 

Restricted cash

 

 —

 

 

1,000,000 

Other assets

 

1,894 

 

 

46,761 

Total assets

$

117,785,364 

 

$

187,551,428 



 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

$

11,751,477 

 

$

12,991,819 

Accrued employee compensation

 

223,719 

 

 

754,621 

Current debt

 

349,312 

 

 

795,300 

Other current liabilities

 

59,930 

 

 

30,863 

Total current liabilities

 

12,384,438 

 

 

14,572,603 



 

 

 

 

 

Long-term lease obligations

 

30,329 

 

 

250,241 

Long-term debt, net

 

5,298,947 

 

 

7,711,866 

Total liabilities

 

17,713,714 

 

 

22,534,710 



 

 

 

 

 

Commitments and contingencies

 

 

 

 

 



 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

 

 

 

   3,865,778 and 3,847,022 shares outstanding at September 30, 2024 and

 

 

 

 

 

   December 31, 2023, respectively

 

3,866 

 

 

3,847 

Additional paid-in capital

 

386,237,887 

 

 

385,998,213 

Accumulated other comprehensive loss

 

(513,405)

 

 

(405,464)

Accumulated deficit

 

(285,656,698)

 

 

(220,579,878)

Total stockholders' equity

 

100,071,650 

 

 

165,016,718 



 

 

 

 

 

Total liabilities and stockholders' equity

$

117,785,364 

 

$

187,551,428 




 

AquaBounty Technologies, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)









 

 

 

 

 

 

 

 

 

 

 



Three Months Ended
September 30,

 

Nine Months Ended
September 30,



2024

 

2023

 

2024

 

2023

Revenues

 

 

 

 

 

 

 

 

 

 

 

Product revenues

$

47,812 

 

$

733,133 

 

$

705,262 

 

$

1,919,409 



 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

Product costs

 

425,057 

 

 

4,096,040 

 

 

6,542,437 

 

 

11,446,158 

Sales and marketing

 

44,167 

 

 

191,862 

 

 

187,832 

 

 

584,401 

Research and development

 

52,093 

 

 

184,221 

 

 

236,384 

 

 

485,532 

General and administrative

 

1,887,814 

 

 

2,334,861 

 

 

7,834,931 

 

 

8,402,876 

Long-lived asset impairment

 

 —

 

 

 —

 

 

48,733,222 

 

 

 —

Total costs and expenses

 

2,409,131 

 

 

6,806,984 

 

 

63,534,806 

 

 

20,918,967 



 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(2,361,319)

 

 

(6,073,851)

 

 

(62,829,544)

 

 

(18,999,558)



 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(1,030,949)

 

 

(63,746)

 

 

(2,229,488)

 

 

(195,809)

Other (expense) income, net

 

(12,063)

 

 

(516)

 

 

(17,788)

 

 

62,440 

Total other expense

 

(1,043,012)

 

 

(64,262)

 

 

(2,247,276)

 

 

(133,369)



 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(3,404,331)

 

$

(6,138,113)

 

$

(65,076,820)

 

$

(19,132,927)



 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

65,701 

 

 

(138,202)

 

 

(107,941)

 

 

(22,429)

Total other comprehensive income (loss)

 

65,701 

 

 

(138,202)

 

 

(107,941)

 

 

(22,429)



 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(3,338,630)

 

$

(6,276,315)

 

$

(65,184,761)

 

$

(19,155,356)



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.88)

 

$

(1.60)

 

$

(16.87)

 

$

(4.98)

Weighted average number of Common Shares

 

 

 

 

 

 

 

 

 

 

 

-basic and diluted

 

3,865,778 

 

 

3,846,622 

 

 

3,858,642 

 

 

3,843,349 




































 

AquaBounty Technologies, Inc.

Consolidated Statements of Cash Flows

(Unaudited)





 

 

 

 

 



Nine Months Ended
September 30,



2024

 

2023

Operating activities

 

 

 

 

 

Net loss

$

(65,076,820)

 

$

(19,132,927)

Adjustment to reconcile net loss to net cash used in

 

 

 

 

 

operating activities:

 

 

 

 

 

Depreciation and amortization

 

868,292 

 

 

1,607,260 

Share-based compensation

 

239,693 

 

 

423,416 

Long-lived asset impairment

 

48,733,222 

 

 

 —

Other non-cash items

 

48,957 

 

 

13,087 

Changes in operating assets and liabilities:

 

 

 

 

 

Inventory

 

1,265,142 

 

 

332,314 

Prepaid expenses and other assets

 

1,041,947 

 

 

(1,570,255)

Accounts payable and accrued liabilities

 

710,613 

 

 

158,108 

Accrued employee compensation

 

(530,902)

 

 

(293,997)

Net cash used in operating activities

 

(12,699,856)

 

 

(18,462,994)



 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of and deposits on property, plant and equipment

 

(2,716,880)

 

 

(66,256,590)

Proceeds from asset sales

 

9,506,061 

 

 

 —

Other investing activities

 

 —

 

 

(3,263)

Net cash provided by (used in) investing activities

 

6,789,181 

 

 

(66,259,853)



 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from issuance of debt

 

6,759,257 

 

 

394,156 

Repayment of term debt

 

(9,547,358)

 

 

(542,019)

Net cash used in financing activities

 

(2,788,101)

 

 

(147,863)



 

 

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(4,659)

 

 

(777)

Net change in cash, cash equivalents and restricted cash

 

(8,703,435)

 

 

(84,871,487)

Cash, cash equivalents and restricted cash at beginning of period

 

9,203,869 

 

 

102,638,557 

Cash, cash equivalents and restricted cash at end of period

$

500,434 

 

$

17,767,070 



 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash reported

 

 

 

 

 

in the consolidated balance sheet:

 

 

 

 

 

  Cash and cash equivalents

$

500,434 

 

$

16,767,070 

  Restricted cash

 

 —

 

 

1,000,000 

  Total cash, cash equivalents and restricted cash

$

500,434 

 

$

17,767,070 



 

 

 

 

 

Supplemental disclosure of cash flow information and non-cash transactions:

 

 

 

 

 

  Interest paid in cash

$

2,192,251 

 

$

184,497 

  Property and equipment included in accounts payable and accrued liabilities

$

9,477,929 

 

$

8,300,093 




v3.24.3
Document and Entity Information
Nov. 05, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Nov. 05, 2024
Entity Registrant Name AquaBounty Technologies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36426
Entity Tax Identification Number 04-3156167
Entity Address, Address Line One 233 Ayer Road
Entity Address, Address Line Two Suite
Entity Address, City or Town Harvard
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01451
City Area Code 978
Local Phone Number 648-6000
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol AQB
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001603978
Amendment Flag false

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