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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (Commission | (IRS Employer |
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
The |
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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.
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2022, AquaBounty Technologies, Inc. issued a press release regarding its financial and corporate updates for the quarter ended September 30, 2022. 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 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 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. |
Exhibit No. |
| Description |
| Press release issued by AquaBounty Technologies, Inc. on November 8, 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.
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| AquaBounty Technologies, Inc. |
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| (Registrant) |
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November 8, 2022 |
| /s/ David A. Frank |
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| David A. Frank |
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| Chief Financial Officer |
Exhibit 99.1
AquaBounty Technologies Announces Third Quarter Financial Results
MAYNARD, Mass., November 8, 2022 -- 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, 2022.
Third Quarter and Year-to-Date 2022 Highlights and Recent Developments
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Generated $653 thousand in product revenue in the third quarter, a year-over-year increase of 44% as compared to $455 thousand in the third quarter of 2021. In the nine-month period ended September 30, 2022, product revenue totaled $2.7 million, a year-over-year increase of 255% as compared to $0.8 million in 2021. |
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Net loss in the third quarter totaled $5.4 million, as compared to $6.9 million in the third quarter of 2021. In the nine-month period ended September 30, 2022, net loss totaled $16.1 million, as compared to $16.3 million in 2021. |
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Construction activities for the Pioneer, Ohio farm site continue to progress – supported by the recent receipt of a new Withdrawal and Consumptive Use Permit, enabling expanded water access to support future farming operations. |
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Received approval from the Board of the Toledo Lucas County Port Authority to increase the amount of bonds for the construction of the Pioneer, Ohio farm up to $425 million. |
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Cash, cash equivalents, marketable securities and restricted cash totaled $128.0 million as of September 30, 2022, as compared to $191.2 million as of December 31, 2021. |
Management Commentary
“Throughout the third quarter, AquaBounty continued to see strong demand for our salmon from seafood distributor customers,” said Sylvia Wulf, Chief Executive Officer of AquaBounty. “We once again sold everything we could produce, which combined with improvements in our yields, drove a 44% year-over-year increase in third quarter revenues to $653 thousand. Additionally, our production operations are seeing the benefit of the salmon biology expertise that comes from the scientists and technicians throughout our organization. Their understanding of the interaction between salmon biology and the RAS environment in which our fish grow has enabled us to begin to increase our production efficiency and reduce mortality risk at our Indiana farm, which is realized through increased harvest yields. These learnings are reflected in our harvest success to-date and have been critical to identifying process and design improvements for our future farm in Pioneer, Ohio.
“Turning to our property in Pioneer, Ohio – we are pleased with construction progress to-date and we achieved another critical milestone during the quarter with the receipt of a new Withdrawal and Consumptive Use Permit from the Ohio Department of Natural Resources. This key water permit authorizes water withdrawal of up to 5.25 million gallons per day, providing the expanded water access needed to fully support the farm’s future operations. We mentioned previously that our cost estimates for the farm’s construction were increasing above our target, due to the historic inflation that is gripping the economy. We therefore set about to conduct a thorough and detailed evaluation of the project scope, relevant economic trends and market costs. Through this process, we have determined that the current design of the farm will require more than $320 million to construct. However, we have also determined that the current design of the farm can support a production level above 10,000 metric tons.
“With the progress made on the farm design and updated cost estimates, we are again moving forward with the planned bond financing, and we have resumed our efforts with Wells Fargo Corporate and Investment Banking. In order to mitigate the increase in the construction cost estimate and the impact of rising interest rates, we have received approval from the Board of the Toledo-Lucas County Port Authority to increase the amount of the bond offering up to $425 million. We are now moving forward with an updated timeline reflecting the larger bond offering, with the expectation of closing the bond financing in the first quarter of 2023.
“Looking ahead into 2023, we believe the need for land-based salmon that is farmed efficiently, sustainably and profitably will continue to rise as consumers opt for cleaner proteins that take the pressure off fully fished or overfished fisheries. With ongoing market validation, the scale-up of harvests and sales at our Indiana farm, and construction at the Ohio farm all well underway, we are very optimistic for our shared future and progress in the months ahead,” concluded Wulf.
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.
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 the anticipated size of AquaBounty’s proposed facility in Ohio; the timing and size of the contemplated bond financing; production capacity; timing of construction, permits, regulatory approvals; anticipated water withdrawal and consumption; sustainability claims; technological capabilities; cost of construction; amount to be invested in the project; future revenue streams; pricing and profitability. 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 “expect,” “anticipate,” “project,” “intend,” “slated to,” “plan,” “aim,” “believe,” “seek,” “estimate,” “can,” “focus,” “will,” “may,” 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 risks relating to, among other things, whether AquaBounty and its partners will consummate the proposed bond financing; the final terms of the financing, market and other conditions; the satisfaction of closing conditions; the impact of the bond offering on AquaBounty’s financial condition, credit rating and stock price; whether AquaBounty will need to and be able to raise additional equity capital; whether AquaBounty will be able to service the bond commitments, be able to secure required regulatory approvals and permits, be able to profitably construct and operate the Pioneer, Ohio farm; AquaBounty’s business and financial condition, and the impact of general economic, public health, industry or political conditions in the United States and internationally. 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 additional information regarding these and other risks faced by us, please refer to our public filings with the Securities and Exchange Commission (“SEC”), available on the Investors section of our website at www.aquabounty.com and on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the bonds described herein, nor shall there be any sale of these bonds in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
Company Contact:
AquaBounty Technologies
Dave Conley
Corporate Communications
(613) 294-3078
Media Contact:
Vince McMorrow
Fahlgren Mortine
(614) 906-1671
vince.mcmorrow@Fahlgren.com
Investor Relations:
Lucas A. Zimmerman
MZ Group - MZ North America
(949) 259-4987
AQB@mzgroup.us
Condensed Consolidated Balance Sheets
(Unaudited)
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September 30, |
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December 31, |
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2022 |
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2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
127,008,620 |
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$ |
88,454,988 |
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Marketable securities |
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— |
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101,773,781 |
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Inventory |
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2,104,251 |
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1,259,910 |
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Prepaid expenses and other current assets |
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4,041,029 |
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1,536,484 |
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Total current assets |
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133,153,900 |
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193,025,163 |
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Property, plant and equipment, net |
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88,002,701 |
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33,815,119 |
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Right of use assets, net |
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238,699 |
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284,320 |
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Intangible assets, net |
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221,565 |
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231,842 |
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Restricted cash |
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1,000,000 |
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1,000,000 |
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Other assets |
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68,343 |
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79,548 |
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Total assets |
$ |
222,685,208 |
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$ |
228,435,992 |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ |
15,544,254 |
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$ |
4,317,615 |
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Accrued employee compensation |
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764,748 |
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874,589 |
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Current debt |
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709,597 |
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627,365 |
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Other current liabilities |
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36,706 |
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66,269 |
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Total current liabilities |
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17,055,305 |
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5,885,838 |
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Long-term lease obligations |
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204,396 |
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224,058 |
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Long-term debt, net |
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7,617,173 |
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8,523,333 |
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Total liabilities |
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24,876,874 |
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14,633,229 |
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Commitments and contingencies |
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Stockholders' equity: |
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Common stock, $0.001 par value, 150,000,000 and 80,000,000 shares authorized at |
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September 30, 2022 and December 31, 2021, respectively; 71,110,713 and 71,025,738 |
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shares outstanding at September 30, 2022 and December 31, 2021, respectively |
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71,111 |
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71,026 |
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Additional paid-in capital |
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385,279,809 |
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384,852,107 |
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Accumulated other comprehensive loss |
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(589,909) |
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(255,588) |
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Accumulated deficit |
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(186,952,677) |
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(170,864,782) |
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Total stockholders' equity |
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197,808,334 |
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213,802,763 |
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Total liabilities and stockholders' equity |
$ |
222,685,208 |
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$ |
228,435,992 |
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues |
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Product revenues |
$ |
653,432 |
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$ |
455,397 |
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$ |
2,686,019 |
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$ |
757,162 |
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Costs and expenses |
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Product costs |
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3,518,296 |
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4,311,003 |
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10,044,092 |
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7,713,254 |
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Sales and marketing |
|
186,393 |
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|
201,838 |
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|
783,882 |
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|
1,069,354 |
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Research and development |
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220,598 |
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|
580,346 |
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|
596,079 |
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|
1,512,339 |
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General and administrative |
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2,264,755 |
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2,177,153 |
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7,472,921 |
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6,541,621 |
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Total costs and expenses |
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6,190,042 |
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|
7,270,340 |
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|
18,896,974 |
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|
16,836,568 |
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|
|
|
|
|
|
|
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Operating loss |
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(5,536,610) |
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|
(6,814,943) |
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|
(16,210,955) |
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|
(16,079,406) |
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Other income (expense) |
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|
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Interest expense |
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(72,313) |
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|
(79,489) |
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(222,295) |
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|
(238,503) |
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Other income, net |
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168,796 |
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29,593 |
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345,355 |
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|
63,442 |
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Total other income (expense) |
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96,483 |
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(49,896) |
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123,060 |
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(175,061) |
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Net loss |
$ |
(5,440,127) |
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$ |
(6,864,839) |
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$ |
(16,087,895) |
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$ |
(16,254,467) |
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Other comprehensive (loss) income: |
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Foreign currency translation (loss) gain |
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(303,725) |
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(136,670) |
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(374,422) |
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9,293 |
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Unrealized gain on marketable securities |
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32,370 |
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6,132 |
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40,101 |
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15,102 |
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Total other comprehensive (loss) income |
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(271,355) |
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|
(130,538) |
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|
(334,321) |
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|
24,395 |
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Comprehensive loss |
$ |
(5,711,482) |
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$ |
(6,995,377) |
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$ |
(16,422,216) |
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$ |
(16,230,072) |
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Basic and diluted net loss per share |
$ |
(0.08) |
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$ |
(0.10) |
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$ |
(0.23) |
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$ |
(0.24) |
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Weighted average number of Common Shares - |
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basic and diluted |
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71,070,196 |
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71,025,738 |
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|
71,047,999 |
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|
68,889,650 |
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Nine Months Ended September 30, |
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2022 |
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2021 |
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Operating activities |
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Net loss |
$ |
(16,087,895) |
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$ |
(16,254,467) |
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Adjustment to reconcile net loss to net cash used in |
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operating activities: |
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Depreciation and amortization |
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1,501,381 |
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1,308,062 |
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Share-based compensation |
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426,249 |
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|
305,653 |
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Other non-cash charge |
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18,997 |
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|
12,993 |
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Changes in operating assets and liabilities: |
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Inventory |
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(857,331) |
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|
303,767 |
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Prepaid expenses and other assets |
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(2,475,197) |
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|
(794,573) |
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Accounts payable and accrued liabilities |
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(369,254) |
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|
13,040 |
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Accrued employee compensation |
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(109,841) |
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|
(5,767) |
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Net cash used in operating activities |
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(17,952,891) |
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|
(15,111,292) |
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Investing activities |
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Purchases of and deposits on property, plant and equipment |
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(44,882,996) |
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|
(4,160,370) |
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Maturities of marketable securities |
|
149,435,173 |
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|
23,810,038 |
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Purchases of marketable securities |
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(47,621,291) |
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|
(103,457,168) |
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Other investing activities |
|
12,500 |
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|
(11,010) |
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Net cash provided by (used in) investing activities |
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56,943,386 |
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|
(83,818,510) |
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Financing activities |
|
|
|
|
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Proceeds from issuance of debt |
|
42,338 |
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|
606,453 |
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Repayment of term debt |
|
(478,870) |
|
|
(119,527) |
|
Proceeds from the issuance of common stock, net |
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— |
|
|
119,120,437 |
|
Proceeds from the exercise of stock options and warrants |
|
1,538 |
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|
1,723,846 |
|
Net cash (used in) provided by financing activities |
|
(434,994) |
|
|
121,331,209 |
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|
|
|
|
|
|
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
(1,869) |
|
|
27,086 |
|
Net change in cash, cash equivalents and restricted cash |
|
38,553,632 |
|
|
22,428,493 |
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Cash, cash equivalents and restricted cash at beginning of period |
|
89,454,988 |
|
|
96,251,160 |
|
Cash, cash equivalents and restricted cash at end of period |
$ |
128,008,620 |
|
$ |
118,679,653 |
|
|
|
|
|
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Reconciliation of cash, cash equivalents and restricted cash reported |
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in the consolidated balance sheet: |
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|
|
|
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Cash and cash equivalents |
$ |
127,008,620 |
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$ |
118,179,653 |
|
Restricted cash |
|
1,000,000 |
|
|
500,000 |
|
Total cash, cash equivalents and restricted cash |
$ |
128,008,620 |
|
$ |
118,679,653 |
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|
|
|
|
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|
Supplemental disclosure of cash flow information and non-cash transactions: |
|
|
|
|
|
|
Interest paid in cash |
$ |
209,666 |
|
$ |
224,595 |
|
Property and equipment included in accounts payable and accrued liabilities |
$ |
14,496,747 |
|
$ |
206,423 |