UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On May 20, 2022, AquaBounty Technologies, Inc. (the “Company”) issued a press release announcing the recommendation by proxy advisory firm Institutional Shareholder Services Inc. (ISS) to vote “FOR” the proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 80,000,000 to 150,000,000 at the upcoming adjourned annual meeting of stockholders to be held on May 27, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K pursuant to Item 7.01, 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 (“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.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by AquaBounty Technologies, Inc. on May 20, 2022, furnished herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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) | ||||||
| May 20, 2022 | /s/ David A. Frank | |||||
| David A. Frank | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Proxy Advisory Firm ISS Recommends Vote “FOR” the Charter Amendment Proposal – To Increase the Number of Authorized Shares of Common Stock
MAYNARD, Mass., May 20, 2022 — AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, today announced that leading proxy advisory firm Institutional Shareholder Services Inc. (ISS), in addition to the Company’s Board of Directors and proxy advisory firm Glass Lewis, has recommended that the Company’s stockholders vote in favor of the proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 80,000,000 to 150,000,000 at the upcoming adjourned annual meeting of stockholders to be held on May 27, 2022 (“Annual Meeting”).
The Company has previously communicated to its stockholders the importance of this year’s proposals and their potential impact on the Company in its definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2022.
The adjourned Annual Meeting will resume as a virtual meeting held via live webcast on the Internet on May 27, 2022, at 8:30 AM (Eastern Time) at www.meetnow.global/MC57T9H. The record date for determining stockholders eligible to vote at the Annual Meeting will remain the close of business on March 30, 2022. Proxies previously submitted with respect to the Annual Meeting will be voted on all proposals at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
The Company encourages all stockholders of record as of March 30, 2022 who have not yet voted to do so by 8:30 AM, Eastern Time, on May 27, 2022. If you have questions or need assistance voting your shares, please contact:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll Free: 800-457-0759
Additional Information and Where to Find It
In connection with the Annual Meeting, the Company has filed a definitive Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2022. The Company, its directors, its executive officers and certain other individuals set forth in the Proxy Statement, as supplemented, will be deemed participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD. Stockholders may obtain copies of all documents filed by the Company with the SEC, including the Proxy Statement, free of charge at the SEC’s website, www.sec.gov.
About AquaBounty
At AquaBounty Technologies, Inc. (NASDAQ: AQB), we believe we are a leader in land-based aquaculture leveraging decades of technology expertise to deliver disruptive solutions that address food insecurity and climate change issues. We are committed to feeding the world efficiently, sustainably and profitably. AquaBounty provides fresh Atlantic salmon to nearby markets by raising its fish in carefully monitored land-based fish farms through a safe, secure and sustainable process. The Company’s land-based Recirculating Aquaculture System (“RAS”) farms, located in Indiana, United States and Prince Edward Island, Canada, are close to key consumption markets and are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. AquaBounty is raising nutritious salmon that is free of antibiotics and contaminants and provides a solution resulting in a reduced carbon footprint and no risk of pollution to marine ecosystems as compared to traditional sea-cage farming. For more information on AquaBounty, please visit www.aquabounty.com or follow us on Facebook, Twitter, LinkedIn and Instagram.
Company Contact:
AquaBounty Technologies
Dave Conley
Corporate Communications
(613) 294-3078
Investor Relations:
Greg Falesnik or Luke Zimmerman
MZ Group - MZ North America
(949) 259-4987
AQB@mzgroup.us