0001603978-24-000013 | 10-K | XBRL Viewer | Aquabounty Technologies INC

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Summary of Significant Accounting Policies (Schedule of Potentially Dilutive Securities Excluded from Calculation as Effect is Anti-Dilutive) (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	61,146	40,543
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	917	20,929
Unvested Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	27,368	8,299

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Schedule of Prepaid and Other Current Assets


	December 31, 2023		December 31, 2022
Receivables	$	1,216,585	$	337,154
Prepaid insurance		388,049		272,958
Prepaid supplies		85,988		55,007
Prepaid professional services		-		1,446,819
Deposits and other		9,651		21,645
Total prepaid expenses and other current assets	$	1,700,273	$	2,133,583

Stockholders' Equity (Unvested Stock Award Activity) (Details) - Unvested Stock Awards [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Shares
Unvested, beginning balance \| shares	9,974
Granted \| shares	39,286
Vested \| shares	(13,584)
Forfeited \| shares	(1,536)
Unvested, ending balance \| shares	34,140
Weighted average grant date fair value
Unvested, beginning balance \| $ / shares	$ 37.27
Granted \| $ / shares	10.58
Vested \| $ / shares	25.40
Forfeited \| $ / shares	23.20
Unvested, ending balance \| $ / shares	$ 11.91

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Components of Loss before Income Taxes



	2023		2022
Domestic	$	(23,732,417)	$	(20,673,855)
Foreign		(3,825,484)		(1,483,340)
Loss before income taxes	$	(27,557,901)	$	(22,157,195)

Schedule of Effective Income Tax Rate Reconciliation



	2023		2022
Income tax benefit	$	(5,787,160)	$	(4,653,011)
State and provincial income tax		(2,074,037)		(1,031,963)
Permanent differences		48,028		(60,904)
US-Foreign rate differential		232,963		(65,058)
Other		(1,013,689)		483,873
	$	(8,593,895)	$	(5,327,063)
Change in valuation allowance		8,593,895		5,327,063
Total income tax	$	-	$	-

Components of Deferred Tax Assets and Liabilities



		2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	37,551,366	$	28,188,265
Foreign research and development tax credit carryforwards		2,611,184		2,454,756
Intangibles		2,366,372		2,630,122
R&D costs		843,947		696,326
Other		470,847		332,473
Total deferred tax assets	$	43,843,716	$	34,301,942
Valuation allowance		(42,646,455)		(34,052,560)
Net deferred tax assets	$	1,197,261	$	249,382
Deferred tax liabilities:
Property and equipment		(1,197,261)		(249,382)
Total deferred tax liabilities	$	(1,197,261)	$	(249,382)
Net deferred tax liabilities	$	-	$	-

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (27,557,901)	$ (22,157,195)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,158,231	2,024,783
Share-based compensation	542,265	535,123
Other non-cash charge	16,604	22,983
Changes in operating assets and liabilities:
Inventory	546,847	(1,027,650)
Prepaid expenses and other assets	375,430	(550,120)
Accounts payable and accrued liabilities	(50,602)	(1,905)
Accrued employee compensation	(267,119)	147,151
Net cash used in operating activities	(24,236,245)	(21,006,830)
Investing activities
Purchases of and deposits on property, plant and equipment	(68,889,540)	(67,476,327)
Maturities of marketable securities		149,435,173
Purchases of marketable securities		(47,621,291)
Other investing activities	(3,263)	12,500
Net cash (used in) provided by investing activities	(68,892,803)	34,350,055
Financing activities
Proceeds from issuance of debt	417,673	476,228
Repayment of term debt	(726,140)	(640,170)
Proceeds from the exercise of stock options and warrants		1,538
Net cash used in financing activities	(308,467)	(162,404)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,827	2,748
Net change in cash, cash equivalents and restricted cash	(93,434,688)	13,183,569
Cash, cash equivalents and restricted cash at beginning of period	102,638,557	89,454,988
Cash, cash equivalents and restricted cash at end of period	9,203,869	102,638,557
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet:
Cash and cash equivalents	8,203,869	101,638,557
Restricted cash	1,000,000	1,000,000
Total cash, cash equivalents and restricted cash	9,203,869	102,638,557
Supplemental disclosure of cash flow information and non-cash transactions:
Interest paid in cash	289,138	274,562
Property and equipment included in accounts payable and accrued liabilities	$ 11,670,996	$ 10,565,820

Nature of Business and Organization

12 Months Ended

Dec. 31, 2023

Nature of Business and Organization [Abstract]

Nature of Business and Organization

1. Nature of business and organization

Nature of business

AquaBounty Technologies, Inc. (the “Parent” and, together with its wholly owned subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm‑raised Atlantic salmon that exhibit growth rates that are substantially faster than conventional salmon. In 2015, the Parent obtained regulatory approval from the U.S. Food and Drug Administration for the production and sale of its genetically engineered AquAdvantage salmon product (“GE Atlantic salmon”) in the United States, and in 2016, the Parent obtained regulatory approval from Health Canada for the production and sale of its GE Atlantic salmon in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada.

Basis of presentation

The consolidated financial statements include the accounts of the Parent and its wholly owned subsidiaries. The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation.

On October 12, 2023, the stockholders of the Company approved a reverse stock split of the Company’s common stock, and the Board of Directors approved a split ratio of 1-for-20. The reverse stock split was implemented on October 16, 2023. In conjunction with the reverse stock split, the number of shares of common stock authorized for issuance was reduced from 150 million to 75 million. All share and per share information, as well as other related information on equity instruments in the consolidated financial statements and accompanying notes, have been adjusted to reflect this change.

Going Concern Uncertainty

Since inception, the Company has incurred cumulative net losses and negative cash flows from operations and expects that this will continue for the foreseeable future. As of December 31, 2023, the Company has $9.2 million in cash and cash equivalents, and restricted cash.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. Until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan.

Stockholders' Equity (Share-based Compensation Costs Recognized on Financial Statements) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation	$ 542,265	$ 535,123
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation	19,325	15,956
General And Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation	$ 522,940	$ 519,167

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Beginning balance (in shares) at Dec. 31, 2021	3,830,128
Beginning balance at Dec. 31, 2021	$ 3,830	$ 384,919,303	$ (255,588)	$ (170,864,782)	$ 213,802,763
Net loss				(22,157,195)	(22,157,195)
Other comprehensive income (loss)			(261,187)		(261,187)
Exercise of options (in shares)	52
Exercise of options		1,539			1,539
Share based compensation (in shares)	4,203
Share based compensation	$ 4	535,119			535,123
Ending balance (in shares) at Dec. 31, 2022	3,834,383
Ending balance at Dec. 31, 2022	$ 3,834	385,455,961	(516,775)	(193,021,977)	191,921,043
Net loss				(27,557,901)	(27,557,901)
Other comprehensive income (loss)			111,311		111,311
Share based compensation (in shares)	12,639
Share based compensation	$ 13	542,252			542,265
Ending balance (in shares) at Dec. 31, 2023	3,847,022
Ending balance at Dec. 31, 2023	$ 3,847	$ 385,998,213	$ (405,464)	$ (220,579,878)	$ 165,016,718

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Section 50
-Paragraph 28
-Subparagraph (f)
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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt [Abstract]

Terms and Conditions of Long-term Debt Outstanding


	Interest ‎rate	Monthly ‎repayment	Maturity ‎date	December 31, 2023		December 31, 2022
ACOA AIF Grant	0%	Royalties	-	$	2,166,289	$	2,119,476
ACOA term loan #1	0%	C$3,120	Feb 2027		89,460		115,158
ACOA term loan #2	0%	C$4,630	Sep 2029		240,946		276,743
ACOA term loan #3	0%	C$6,945	Dec 2025		125,712		184,500
Kubota Canada Ltd.	0%	C$1,142	Jan 2025		11,202		21,077
DFO term loan	0%	C$14,896	Jan 2034		1,305,193		854,885
Finance PEI term loan	6.5%	C$19,913	Dec 2028		1,713,837		1,752,547
First Farmers Bank & Trust term loan	5.4%	$56,832	Oct 2028		2,891,763		3,401,019
Total debt				$	8,544,402	$	8,725,405
less: debt issuance costs					(37,236)		(52,065)
less: current portion					(795,300)		(2,387,231)
Long-term debt, net				$	7,711,866	$	6,286,109

Principal Payments Due on Long-term Debt


	Total
2024	$	808,114
2025		913,964
2026		887,032
2027		902,419
2028		2,136,774
Thereafter		2,896,099
Total	$	8,544,402

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
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-Subparagraph (SX 210.12-04(a))
-Publisher FASB
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+ Details

Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Income tax benefit	$ (5,787,160)	$ (4,653,011)
State and provincial income tax, net of federal benefit	(2,074,037)	(1,031,963)
Permanent differences	48,028	(60,904)
US-Foreign rate differential	232,963	(65,058)
Other	(1,013,689)	483,873
Total income tax, prior to change in valuation allowance	(8,593,895)	(5,327,063)
Change in valuation allowance	8,593,895	$ 5,327,063
Total income tax	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Retirement Plan

12 Months Ended

Dec. 31, 2023

Retirement Plan [Abstract]

Retirement Plan

11. Retirement plan

The Company has a savings and retirement plan for its US employees that qualifies under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees and provides for voluntary contributions by participating employees up to the maximum contribution allowed under the Internal Revenue Code. Contributions by the Company can be made, as determined by the Board of Directors, provided the amount does not exceed the maximum permitted by the Internal Revenue Code. Company contributions made and expensed in operations in connection with the plan during the years ended December 31, 2023 and 2022, amounted to $113 thousand and $94 thousand, respectively.

The Company also has a Registered Retirement Savings Plan for its Canadian employees. Company contributions made and expensed in operations in connection with the plan during the years ended December 31, 2023 and 2022, amounted to $45 thousand and $44 thousand, respectively.

Stockholders' Equity (Information About Options Outstanding and Exercisable) (Details) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options outstanding	75,669
Number of options exercisable	46,397
Less than $10.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options outstanding	34,604
Weighted average remaining estimated life (in years)	9 years 6 months
Number of options exercisable	8,966
$20.00 - $50.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options outstanding	35,380
Weighted average remaining estimated life (in years)	6 years 1 month 6 days
Number of options exercisable	31,847
$100.00 - $200.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options outstanding	2,369
Weighted average remaining estimated life (in years)	6 years 4 months 24 days
Number of options exercisable	2,268
$200.00 - $500.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options outstanding	3,316
Weighted average remaining estimated life (in years)	2 years 2 months 12 days
Number of options exercisable	3,316
Minimum [Member] \| Less than $10.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	$ 10.00
Minimum [Member] \| $20.00 - $50.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	20.00
Minimum [Member] \| $100.00 - $200.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	100.00
Minimum [Member] \| $200.00 - $500.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	200.00
Maximum [Member] \| $20.00 - $50.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	50.00
Maximum [Member] \| $100.00 - $200.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	200.00
Maximum [Member] \| $200.00 - $500.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted average exercise price of outstanding options \| $ / shares	$ 500.00

Summary of Significant Accounting Policies (Schedule of Product Information) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Revenues	$ 2,472,659	$ 3,136,954
GE Atlantic salmon [Member]
Product Information [Line Items]
Revenues	2,331,352	2,912,973
Non-GE Atlantic salmon eggs [Member]
Product Information [Line Items]
Revenues	730	85,089
Non-GE Atlantic salmon fry [Member]
Product Information [Line Items]
Revenues	123,381	102,387
Other revenue [Member]
Product Information [Line Items]
Revenues	17,196	36,505
U.S. [Member]
Product Information [Line Items]
Revenues	2,331,352	2,518,495
U.S. [Member] \| GE Atlantic salmon [Member]
Product Information [Line Items]
Revenues	2,331,352	2,518,495
Canada [Member]
Product Information [Line Items]
Revenues	141,307	618,459
Canada [Member] \| GE Atlantic salmon [Member]
Product Information [Line Items]
Revenues		394,478
Canada [Member] \| Non-GE Atlantic salmon eggs [Member]
Product Information [Line Items]
Revenues	730	85,089
Canada [Member] \| Non-GE Atlantic salmon fry [Member]
Product Information [Line Items]
Revenues	123,381	102,387
Canada [Member] \| Other revenue [Member]
Product Information [Line Items]
Revenues	$ 17,196	$ 36,505

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Summary of Significant Accounting Policies (Schedule of Customer Concentration of Revenue) (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Concentration Risk, Percentage	100.00%	100.00%
Customer A [Member]
Product Information [Line Items]
Concentration Risk, Percentage	44.00%	36.00%
Customer B [Member]
Product Information [Line Items]
Concentration Risk, Percentage	18.00%	17.00%
Customer C [Member]
Product Information [Line Items]
Concentration Risk, Percentage	14.00%	15.00%
All Other [Member]
Product Information [Line Items]
Concentration Risk, Percentage	24.00%	32.00%

Stockholders' Equity (Stock Option Grants Weighted Average Assumptions) (Details) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	4.01%
Expected volatility	86.00%
Expected volatility, minimum		92.00%
Expected volatility, maximum		103.00%
Risk free interest rate, minimum		1.71%
Risk free interest rate, maximum		3.95%
Expected dividend yield	0.00%	0.00%
Expected life (in years)	5 years	5 years

Commitments and Contingencies (Summary of Lease Obligations) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Operating lease right-of-use assets, net	$ 281,104	$ 222,856
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Operating lease right-of-use assets, net	Operating lease right-of-use assets, net
Right-of-use assets obtained for new lease liabilities	$ 84,143
Other current liabilities	$ 30,863	$ 20,830
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Operating lease liabilities	$ 250,241	$ 203,227
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities	Operating lease liabilities
Total operating lease liabilities	$ 281,104	$ 224,057

Stockholders' Equity (Narrative) (Details) - USD ($)	12 Months Ended
Stockholders' Equity (Narrative) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 16, 2023
Stockholders' Equity
Authorized shares of common and preferred stock	80,000,000
Authorized shares of preferred stock	5,000,000
Authorized shares of common stock	75,000,000	150,000,000	150,000,000
Outstanding shares of common stock	3,847,022	3,834,383
Common stock, voting rights, number of votes per share	one
Share-based Compensation
Share-based compensation expense	$ 542,265	$ 535,123
Restricted Stock [Member]
Share-based Compensation
Share-based compensation expense	360,000	358,000
Stock Options [Member]
Share-based Compensation
Share-based compensation expense	182,000	$ 177,000
Unearned share-based compensation expense in future periods	$ 219,000
Unearned share-based compensation earn period	1 year 4 months 24 days
Exercisable term	10 years
Weighted average fair value of stock options grants (in dollars per share)	$ 5.02	$ 22.20
Exercised (in shares)	0	52
Intrinsic value of options exercised		$ 142,000
Intrinsic value of options outstanding	$ 0	$ 0
Expected volatility	86.00%
Risk free interest rate	4.01%
Expected dividend yield	0.00%	0.00%
Unvested Stock Awards [Member]
Share-based Compensation
Unearned share-based compensation expense in future periods	$ 215,000
Unearned share-based compensation earn period	1 year 4 months 24 days
Minimum [Member] \| Stock Options [Member]
Share-based Compensation
Award vesting period	1 year
Maximum [Member] \| Stock Options [Member]
Share-based Compensation
Award vesting period	3 years
2016 Equity Incentive Plan [Member] \| Restricted Stock [Member]
Share-based Compensation
Shares authorized to grant	215,000
Shares reserved for future issuance	68,280
Common Stock [Member]
Share-based Compensation
Exercised (in shares)		52

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Summary of Lease Obligations


		December 31, 2023		December 31, 2022
Operating lease right-of-use assets, net	$	281,104	$	222,856
Right-of-use assets obtained for new lease liabilities		84,143		-

Other current liabilities		30,863		20,830
Operating lease liabilities		250,241		203,227
Total operating lease liabilities	$	281,104	$	224,057

Summary of Lease Costs


		December 31, 2023		December 31, 2022
Operating lease expense	$	41,798	$	85,718
Short-term lease expense		48,968		-
Lease payments included in operating cash flows		92,857		84,080

Weighted average remaining lease term		22.5 years		25.4 years
Weighted average discount rate		8%		8%

Summary of Remaining Payments under Leases


Year		Amount
2024	$	48,054
2025		49,801
2026		40,373
2027		19,102
2028		19,676
Thereafter		544,549
Total lease payments		721,555
Less: imputed interest		(440,451)
Total operational lease liabilities	$	281,104

Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 185,159,676	$ 114,935,574
Less accumulated depreciation and amortization	(10,778,294)	(8,649,388)
Property, plant and equipment, net	174,381,382	106,286,186
Land [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	2,974,685	2,968,561
Building And Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	15,804,739	15,535,904
Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	147,755,336	78,806,762
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	18,285,038	17,259,301
Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	231,758	258,972
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 108,120	$ 106,074

Commitments and Contingencies (Summary of Remaining Payments under Leases) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
2024	$ 48,054
2025	49,801
2026	40,373
2027	19,102
2028	19,676
Thereafter	544,549
Total lease payments	721,555
Less: imputed interest	(440,451)
Total operating lease liabilities	$ 281,104	$ 224,057

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Prepaid and Other Current Assets

5. Prepaid and other current assets

Major classifications of prepaid and current assets are summarized as follows for December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Receivables	$	1,216,585	$	337,154
Prepaid insurance		388,049		272,958
Prepaid supplies		85,988		55,007
Prepaid professional services		-		1,446,819
Deposits and other		9,651		21,645
Total prepaid expenses and other current assets	$	1,700,273	$	2,133,583

Certain prepaid professional services, consisting of $2.1 million in legal expenditures and fees related to a bond financing transaction for the Ohio farm site were expensed during the year ended December 31, 2023, as the transaction was postponed for an undetermined amount of time.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Property, Plant and Equipment Estimated Useful Lives


Building		20 - 25 years
Equipment		5 - 20 years
Office furniture and equipment		3 years
Leasehold improvements		shorter of asset life or lease term
Vehicles		3 years

Schedule of Product Information


	Year Ended December 31, 2022
		U.S.		Canada		Total
GE Atlantic salmon	$	2,518,495	$	394,478	$	2,912,973
Non-GE Atlantic salmon eggs		-		85,089		85,089
Non-GE Atlantic salmon fry		-		102,387		102,387
Other revenue		-		36,505		36,505
Total Revenue	$	2,518,495	$	618,459	$	3,136,954

	Year Ended December 31, 2023
		U.S.		Canada		Total
GE Atlantic salmon	$	2,331,352	$	-	$	2,331,352
Non-GE Atlantic salmon eggs		-		730		730
Non-GE Atlantic salmon fry		-		123,381		123,381
Other revenue		-		17,196		17,196
Total Revenue	$	2,331,352	$	141,307	$	2,472,659

Schedule of Customer Concentration of Revenue


	Years Ended December 31,
	2023	2022
Customer A	44%	36%
Customer B	18%	17%
Customer C	14%	15%
All other	24%	32%
Total of all customers	100%	100%

Schedule of Impact of Potentially Dilutive Securities Outstanding


	Years Ended December 31,
Weighted Average Outstanding	2023	2022
Stock options	61,146	40,543
Warrants	917	20,929
Unvested stock awards	27,368	8,299

Debt

12 Months Ended

Dec. 31, 2023

Debt [Abstract]

Debt

7. Debt

The current terms and conditions of long-term debt outstanding as of December 31, 2023 and 2022, are as follows:


	Interest ‎rate	Monthly ‎repayment	Maturity ‎date	December 31, 2023		December 31, 2022
ACOA AIF Grant	0%	Royalties	-	$	2,166,289	$	2,119,476
ACOA term loan #1	0%	C$3,120	Feb 2027		89,460		115,158
ACOA term loan #2	0%	C$4,630	Sep 2029		240,946		276,743
ACOA term loan #3	0%	C$6,945	Dec 2025		125,712		184,500
Kubota Canada Ltd.	0%	C$1,142	Jan 2025		11,202		21,077
DFO term loan	0%	C$14,896	Jan 2034		1,305,193		854,885
Finance PEI term loan	6.5%	C$19,913	Dec 2028		1,713,837		1,752,547
First Farmers Bank & Trust term loan	5.4%	$56,832	Oct 2028		2,891,763		3,401,019
Total debt				$	8,544,402	$	8,725,405
less: debt issuance costs					(37,236)		(52,065)
less: current portion					(795,300)		(2,387,231)
Long-term debt, net				$	7,711,866	$	6,286,109

Principal payments due on the long-term debt are as follows:


	Total
2024	$	808,114
2025		913,964
2026		887,032
2027		902,419
2028		2,136,774
Thereafter		2,896,099
Total	$	8,544,402

Atlantic Canada Opportunities Agency (“ACOA”)

ACOA is a Canadian government agency that provides funding to support the development of businesses and promote employment in the Atlantic region of Canada.

ACOA Atlantic Innovation Fund (“AIF”) Grant

In January 2009, the Canadian Subsidiary was awarded an AIF grant from ACOA to provide a contribution towards the funding of a research and development project. Contributions under the grant were made through 2014, and no further funds are available. Amounts claimed by the Canadian Subsidiary must be repaid in the form of a 10% royalty on any products that are commercialized out of this research project until the loan is fully repaid. Revenue from the sale of the Company’s GE Atlantic salmon is not subject to the royalty, and the Company does not expect to commercialize products that would be subject to the royalty in the next five years.

ACOA term loans

In February 2016, the Canadian Subsidiary executed an agreement with ACOA to partially finance the renovations to the Rollo Bay farm site. All available funding under the agreement was disbursed through May 2017, and no further amounts are available. The loan is being repaid over a 108-month term at a zero percent interest rate.

In November 2018, the Canadian Subsidiary executed a second agreement with ACOA to partially finance the renovations to the Rollo Bay site. All available funding under the agreement was disbursed through March 2019, and no further amounts are available. The loan is being repaid over a 108-month term with a zero percent interest rate.

In July 2021, the Canadian Subsidiary entered into a contribution agreement with ACOA under its REGI-Business Scale-up and Productivity program to provide funding assistance for the Rollo Bay farm site, and on August 20, 2021, the Canadian Subsidiary

received C$250,000 ($200,075). All funds received are being repaid over a 36-month term commencing January 2023 at a zero percent interest rate.

Kubota

In January 2018, the Canadian Subsidiary financed the purchase of equipment through a loan with Kubota Canada Ltd. The total amount is being repaid in monthly installments. The loan is secured by the underlying equipment.

Department of Fisheries and Oceans (“DFO”)

DFO is a department of the government of Canada responsible for safeguarding its waters and managing its fisheries, oceans and freshwater resources. DFO supports economic growth in the marine and fisheries sectors, and innovation in areas such as aquaculture and biotechnology.

In September 2020, the Canadian Subsidiary entered into a Contribution Agreement with DFO's Atlantic Fisheries Fund, whereby it is eligible to receive up to C$1.9 million ($1.4 million) to finance new equipment for its Rollo Bay farm (the “DFO Term Loan”). As of December 31, 2022, the Canadian Subsidiary had borrowed C$1.2 million ($883 thousand) on the facility, and during 2023, the Canadian Subsidiary borrowed an additional C$572 thousand ($418 thousand) under the DFO Term Loan. Borrowings are interest free and monthly repayments commence in August 2024, with maturity in January 2034.

The Company recognized interest expense of $304 thousand and $291 thousand for the years ended December 31, 2023 and 2022, respectively, on its interest-bearing debt.

Finance PEI (“FPEI”)

FPEI is a corporation of the Ministry of Economic Development and Tourism for Prince Edward Island, Canada, and administers business financing programs for the provincial government.

In August 2016, the Canadian Subsidiary obtained a loan from FPEI to partially finance the purchase of the assets of the former Atlantic Sea Smolt plant in Rollo Bay West on Prince Edward Island.

In 2018, the Canadian Subsidiary obtained a new loan from FPEI, which incorporated the existing loan and provided C$2.0 million ($1.5 million) of additional funds. All funds have been dispersed and the loan is being repaid over a 147-month term ending with a balloon payment, which was extended for five additional years to December 2028. The loan has an interest rate of 6.5% and is collateralized by a mortgage executed by the Canadian Subsidiary, which conveys a first security interest in all of its current and acquired assets. The loan is guaranteed by the Parent.

First Farmers Bank & Trust (“FFBT”)

On July 31, 2020, the Company’s Indiana Subsidiary obtained a $4.0 million loan from First Farmers Bank and Trust. Net proceeds were $3.9 million after deducting $90 thousand in loan costs. The loan bears interest at a rate of 5.375% for the first five years. On July 31, 2025, the interest rate resets to the then U.S. Treasury 5-year maturities rate plus 5% and remains fixed at that rate through maturity on October 1, 2028. The note required interest only payments for the first 13 months, followed by monthly principal and interest payments of approximately $57 thousand through maturity. The Company must comply with certain financial and non-financial covenants and provide certification of compliance quarterly. During 2022, FFBT removed two of the loan’s negative covenants and the Company increased its required restrictive cash balance amount from $500 thousand to $1.0 million. This amount is reflected as restricted cash on the balance sheet. At December 31, 2023, the Company was in compliance with its loan covenants. The loan is also subject to certain prepayment penalties and is secured by the assets of the Indiana subsidiary and a guarantee by the Parent.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Retirement Plan (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Contribution Plan Disclosure [Line Items]
Retirement Plan	$ 113	$ 94
Canada
Defined Contribution Plan Disclosure [Line Items]
Retirement Plan	$ 45	$ 44

Risks and Uncertainties (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Canada [Member] \| Credit Concentration Risk [Member]
Concentration Risk [Line Items]
Cash in Canadian bank accounts	$ 227	$ 518

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

Risks and Uncertainties

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Risks and Uncertainties

3. Risks and uncertainties

The Company is subject to risks and uncertainties common in the biotechnology and aquaculture industries. Such risks and uncertainties include, but are not limited to: (i) results from current and planned product development studies and trials; (ii) decisions made by the FDA or similar regulatory bodies in other countries with respect to approval and commercial sale of any of the Company’s proposed products; (iii) the commercial acceptance of any products approved for sale and the Company’s ability to produce, distribute, and sell for a profit any products approved for sale; (iv) the Company’s ability to obtain the necessary patents and proprietary rights to effectively protect its technologies; and (v) the outcome of any collaborations or alliances entered into by the Company.

Concentration of credit risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and marketable securities. This risk is mitigated by the Company’s policy of maintaining all balances with highly rated financial institutions, investing in cash equivalents with maturities of less than 90 days, and investing in marketable securities with maturities of less than 180 days. The Company’s cash balances may at times exceed insurance limitations. The Company holds cash balances in bank accounts located in Canada to fund its local operations. These amounts are subject to foreign currency exchange risk, which is minimized by the

Company’s policy to limit the balances held in these accounts. Balances in Canadian bank accounts at December 31, 2023 and 2022 totaled $227 thousand and $518 thousand, respectively.

Inventory (Schedule of Inventory) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory [Line Items]
Inventory, net	$ 1,733,603	$ 2,276,592
Feed [Member]
Inventory [Line Items]
Inventory, net	167,136	366,957
Eggs And Fry [Member]
Inventory [Line Items]
Inventory, net	147,998	22,140
Fish In Process [Member]
Inventory [Line Items]
Inventory, net	$ 1,418,469	1,869,387
Fish For Sale [Member]
Inventory [Line Items]
Inventory, net		$ 18,108

Debt (Principal Payments Due on Long-term Debt) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Year
2024	$ 808,114
2025	913,964
2026	887,032
2027	902,419
2027	2,136,774
Thereafter	2,896,099
Total debt	$ 8,544,402	$ 8,725,405

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Prepaid and Other Current Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Receivables	$ 1,216,585	$ 337,154
Prepaid insurance	388,049	272,958
Prepaid supplies	85,988	55,007
Prepaid professional services		1,446,819
Deposits and other	9,651	21,645
Prepaid expenses and other current assets	1,700,273	$ 2,133,583
Legal Expense and Fees, Bond Financing, Not Yet Completed [Member]
Prepaid professional services	$ 2,100,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.

Comprehensive loss

The Company displays comprehensive loss and its components as part of its consolidated financial statements. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains (losses) on the Company’s marketable securities.

Foreign currency translation

The functional currency of the Parent is the US Dollar. The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$), and the functional currency of the US and Brazil Subsidiaries is the US Dollar. For the Canadian Subsidiary, assets and liabilities are translated at the exchange rates in effect at the balance sheet date, equity accounts are translated at the historical exchange rate, and the income statement accounts are translated at the average rate for each period during the year. Net translation gains or losses are adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents consist primarily of business savings accounts, certificates of deposit and money market accounts.

Fair Value of Financial instruments

The Company groups its financial instruments measured at fair value, if any, in three levels based on the markets in which the instruments are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial instruments with readily available quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgement used in measuring fair value. The three levels of the fair value hierarchy are as follows:

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.

Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs derived principally from, or that can be corroborated by, observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgement or estimation.

The carrying amounts reported in the consolidated balance sheets for prepaid expenses and other current assets and accounts payable approximate fair value based on the short-term maturity of these instruments. All of the Company’s interest-bearing debt is at fixed rates, except for the loan with First Farmer’s Bank and Trust, which has a rate reset in July 2025.

Inventories

Inventories are mainly comprised of feed, eggs, fry, fish in process and fish for sale. Fish in process inventory is a biological asset that is measured based on the estimated biomass of fish on hand and expected harvest yields. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. The Company measures inventory at the lower of cost or net realizable value (“NRV”), where NRV is defined as the estimated market price, less the estimated costs of processing, packaging and transportation. The Company considers fish that has been harvested and transported from its farm to be fish for sale.

Intangible assets

Definite lived intangible assets include patents and licenses. Patent costs consist primarily of legal and filing fees incurred to file patents on proprietary technology developed by the Company. Patent costs are amortized on a straight-line basis over 20 years beginning with the filing date of the applicable patent. License fees are capitalized and expensed over the term of the licensing agreement.

Property, plant and equipment

Property, plant and equipment are recorded at cost. The Company depreciates all asset classes over their estimated useful lives, as follows:


Building		20 - 25 years
Equipment		5 - 20 years
Office furniture and equipment		3 years
Leasehold improvements		shorter of asset life or lease term
Vehicles		3 years

The Company commences depreciation on an asset when it is placed into service.

Impairment of long-lived assets

The Company reviews the carrying value of its long-lived assets, definite lived intangible assets, and property, plant and equipment when facts and circumstances suggest that they may be impaired. The carrying values of such assets are considered impaired when the estimated undiscounted cash flows from such assets are less than their carrying values. An impairment loss, if any, is recognized in the amount of the difference between the carrying amount and the fair value of such assets.

Leases

The Company leases certain facilities, property, and equipment under noncancelable operating leases. A determination is made if an arrangement is a lease at its inception, and leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For operating leases, expense is recognized on a straight-line basis over the lease term.

Revenue recognition

The Company is comprised of one reporting segment and generates revenue from the sale of its products. Revenue is recognized when the customer takes physical control of the goods, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for the goods. Revenue excludes any sales tax collected and includes any estimate of future credits.

During the years ended December 31, 2023 and 2022, the Company recognized the following product revenue:


	Year Ended December 31, 2022
		U.S.		Canada		Total
GE Atlantic salmon	$	2,518,495	$	394,478	$	2,912,973
Non-GE Atlantic salmon eggs		-		85,089		85,089
Non-GE Atlantic salmon fry		-		102,387		102,387
Other revenue		-		36,505		36,505
Total Revenue	$	2,518,495	$	618,459	$	3,136,954

	Year Ended December 31, 2023
		U.S.		Canada		Total
GE Atlantic salmon	$	2,331,352	$	-	$	2,331,352
Non-GE Atlantic salmon eggs		-		730		730
Non-GE Atlantic salmon fry		-		123,381		123,381
Other revenue		-		17,196		17,196
Total Revenue	$	2,331,352	$	141,307	$	2,472,659

During the years ended December 31, 2023 and 2022, the Company had the following customer concentration of revenue:


	Years Ended December 31,
	2023	2022
Customer A	44%	36%
Customer B	18%	17%
Customer C	14%	15%
All other	24%	32%
Total of all customers	100%	100%

Income taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences

reverse. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized. The Company follows accounting guidance regarding the recognition, measurement, presentation and disclosure of uncertain tax positions in the financial statements. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be upheld under regulatory review. The resulting tax impact of these tax positions is recognized in the financial statements based on the results of this evaluation. The Company did not recognize any tax liabilities associated with uncertain tax positions, nor has it recognized any interest or penalties related to unrecognized tax positions. The Company is not currently under exam and is no longer subject to federal and state tax examinations by tax authorities for years before 2020.

Net loss per share

Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Basic net loss per share is based solely on the number of common shares outstanding during the year. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti-dilutive and are excluded from the calculation of diluted net loss per share.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:


	Years Ended December 31,
Weighted Average Outstanding	2023	2022
Stock options	61,146	40,543
Warrants	917	20,929
Unvested stock awards	27,368	8,299

Share-based compensation

The Company measures and recognizes all share-based payment awards, including stock options and restricted share units made to employees and directors, based on estimated fair values. The fair value of a share-based payment award is estimated on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. The Company uses the Black-Scholes option pricing model (“Black-Scholes”) as its method of valuation. Non-employee share-based compensation is accounted for using Black-Scholes to determine the fair value of warrants or options awarded to non-employees with the fair value of such issuances expensed over the period of service.

Recently Issued Accounting Standards

Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition.

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues
Product revenues	$ 2,472,659	$ 3,136,954
Costs and expenses
Product costs	15,281,635	13,630,911
Sales and marketing	795,931	1,138,781
Research and development	703,823	903,981
General and administrative	13,007,869	9,786,819
Total costs and expenses	29,789,258	25,460,492
Operating loss	(27,316,599)	(22,323,538)
Other (expense) income
Interest expense	(303,967)	(291,177)
Other income, net	62,665	457,520
Total other (expense) income	(241,302)	166,343
Net loss	(27,557,901)	(22,157,195)
Other comprehensive income (loss):
Foreign currency gain (loss)	111,311	(301,288)
Unrealized gains on marketable securities		40,101
Total other comprehensive income (loss)	111,311	(261,187)
Comprehensive loss	$ (27,446,590)	$ (22,418,382)
Net Loss Per Share, Basic	$ (7.17)	$ (5.78)
Net Loss Per Share, Diluted	$ (7.17)	$ (5.78)
Weighted average number of common shares -
Weighted Average Number of Shares Outstanding, Basic	3,844,239	3,832,557
Weighted Average Number of Shares Outstanding, Diluted	3,844,239	3,832,557

Summary of Significant Accounting Policies (Property, Plant and Equipment Estimated Useful Lives) (Details)	12 Months Ended
	Dec. 31, 2023
Building [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	20 years
Building [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	25 years
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	20 years
Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	shorter of asset life or lease term

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment


	December 31, 2023		December 31, 2022
Land	$	2,974,685	$	2,968,561
Building and improvements		15,804,739		15,535,904
Construction in process		147,755,336		78,806,762
Equipment		18,285,038		17,259,301
Office furniture and equipment		231,758		258,972
Vehicles		108,120		106,074
Total property and equipment	$	185,159,676	$	114,935,574
Less accumulated depreciation and amortization		(10,778,294)		(8,649,388)
Property, plant and equipment, net	$	174,381,382	$	106,286,186

Debt (Narrative) (Details)					1 Months Ended					12 Months Ended
Debt (Narrative) (Details)	Jul. 31, 2025	Aug. 20, 2021 CAD ($)	Aug. 20, 2021 USD ($)	Jul. 31, 2020 USD ($)	Sep. 30, 2020 CAD ($)	Sep. 30, 2020 USD ($)	Nov. 30, 2018	Feb. 29, 2016	Jan. 31, 2009	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2018 CAD ($)	Jan. 01, 2023 USD ($)	Dec. 01, 2022 CAD ($)	Dec. 01, 2022 USD ($)	Feb. 25, 2021 CAD ($)	Feb. 25, 2021 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of debt											$ 417,673	$ 476,228
DFO Term Loan [Member]
Debt Instrument [Line Items]
Maturity date										Jan 2034	Jan 2034
Interest rate										0.00%	0.00%
Monthly repayment										$ 14,896
First Farmers Bank & Trust [Member]
Debt Instrument [Line Items]
Maturity date										Oct 2028	Oct 2028
Interest rate										5.40%	5.40%
Monthly repayment											$ 56,832
Finance PEI Term Loan [Member]
Debt Instrument [Line Items]
Maturity date										Dec 2028	Dec 2028
Interest rate										6.50%	6.50%
Monthly repayment										$ 19,913
ACOA Term Loan #3 [Member]
Debt Instrument [Line Items]
Maturity date										Dec 2025	Dec 2025
Interest rate										0.00%	0.00%
Monthly repayment										$ 6,945
ACOA Term Loan #1 [Member]
Debt Instrument [Line Items]
Maturity date										Feb 2027	Feb 2027
Interest rate										0.00%	0.00%
Monthly repayment										$ 3,120
ACOA AIF Grant [Member]
Debt Instrument [Line Items]
Maturity date										-	-
Interest rate										0.00%	0.00%
ACOA Term Loan #2 [Member]
Debt Instrument [Line Items]
Maturity date										Sep 2029	Sep 2029
Interest rate										0.00%	0.00%
Monthly repayment										$ 4,630
Loans Payable [Member] \| ACOA AIF Grant [Member]
Debt Instrument [Line Items]
Royalty percentage									10.00%
Secured Debt [Member] \| DFO Term Loan [Member]
Debt Instrument [Line Items]
Interest expense											$ 304,000	291,000
Secured Debt [Member] \| First Farmers Bank & Trust [Member]
Debt Instrument [Line Items]
Amount borrowed				$ 4,000,000.0
Proceeds from issuance of debt				$ 3,900,000
Interest rate				5.375%
Loan settlement costs				$ 90,000
Interest rate, period				5 years
Interest only payment period				13 months
Covenant, minimum cash balance												$ 500,000		$ 1,000,000.0
Monthly repayment				$ 57,000
Secured Debt [Member] \| First Farmers Bank & Trust [Member] \| Forecast
Debt Instrument [Line Items]
Maturity date	Oct. 01, 2028
Secured Debt [Member] \| Finance PEI Term Loan [Member]
Debt Instrument [Line Items]
Amount borrowed													$ 2,000,000.0						$ 1,500,000
Interest rate													6.50%						6.50%
Loan repayment period													147 months
Secured Debt [Member] \| ACOA Term Loan #1 [Member]
Debt Instrument [Line Items]
Loan term								108 months
Interest rate								0.00%
Secured Debt [Member] \| ACOA Term Loan #2 [Member]
Debt Instrument [Line Items]
Loan term							108 months
Interest rate							0.00%
Canadian Subsidiary [Member] \| Secured Debt [Member] \| DFO Term Loan [Member]
Debt Instrument [Line Items]
Amount borrowed															$ 572,000	$ 418,000	$ 1,200,000	$ 883,000
Proceeds from issuance of debt					$ 1,900,000	$ 1,400,000
Debt payment commence period										2024-08	2024-08
Maturity date										January 2034	January 2034
Canadian Subsidiary [Member] \| Secured Debt [Member] \| ACOA Term Loan #3 [Member]
Debt Instrument [Line Items]
Loan term		36 months	36 months
Proceeds from issuance of debt		$ 250,000	$ 200,075
Interest rate		0.00%	0.00%
US Treasury 5-Year Maturities Rate [Member] \| First Farmers Bank & Trust [Member] \| Forecast
Debt Instrument [Line Items]
Basis spread on variable rate	5.00%

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

6. Property, plant and equipment

Major classifications of property, plant and equipment are summarized as follows for December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Land	$	2,974,685	$	2,968,561
Building and improvements		15,804,739		15,535,904
Construction in process		147,755,336		78,806,762
Equipment		18,285,038		17,259,301
Office furniture and equipment		231,758		258,972
Vehicles		108,120		106,074
Total property and equipment	$	185,159,676	$	114,935,574
Less accumulated depreciation and amortization		(10,778,294)		(8,649,388)
Property, plant and equipment, net	$	174,381,382	$	106,286,186

Depreciation and amortization expense for 2023 and 2022 on property, plant and equipment was $2.1 million and $2.0 million, respectively.

As of December 31, 2023, construction in process included $141.8 million, $4.3 million and $1.6 million for construction related to the Ohio, Rollo Bay and Indiana farm sites, respectively. An additional $16.7 million has been contractually committed for these farm sites as of December 31, 2023.

Commitments and Contingencies (Summary of Lease Costs) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Operating lease expense	$ 41,798	$ 85,718
Short-term lease expense	48,968
Lease payments included in operating cash flows	$ 92,857	$ 84,080
Weighted average remaining lease term	22 years 6 months	25 years 4 months 24 days
Weighted average discount rate	8.00%	8.00%

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity [Abstract]

Stockholders' Equity

8. Stockholders’ equity

The Company’s stockholders have authorized 80 million shares of stock, of which 5 million are authorized as preferred stock and 75 million as common stock.

Common stock

The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders. Dividends and distribution of assets of the Company in the event of liquidation are subject to the preferential rights of any outstanding preferred shares.

Warrants

All outstanding warrants as of December 31, 2022 expired unexercised during the year ended December 31, 2023.

Share-based compensation

In 2006, the Company established the 2006 Equity Incentive Plan (as amended, the “2006 Plan”). The 2006 Plan provided for the issuance of incentive stock options to employees of the Company and non-qualified stock options and awards of restricted stock to directors, officers, employees, and consultants of the Company. In accordance with its original terms, the 2006 Plan terminated on March 18, 2016. All outstanding awards under the 2006 Plan will continue until their individual termination dates.

In March 2016, the Company’s Board of Directors adopted the AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Plan”) to replace the 2006 Plan. The 2016 Plan provides for the issuance of incentive stock options, non-qualified stock options, and awards of restricted and direct stock purchases to directors, officers, employees, and consultants of the Company. Total common shares authorized under the 2016 Plan are 215,000, of which 68,280 shares are reserved for future issuance as of December 31, 2023.

Restricted stock

The Company’s restricted stock activity under the 2016 Plan is summarized as follows:


	Shares	Weighted ‎average grant ‎date fair value
Unvested at December 31, 2022	9,974	$	37.27
Granted	39,286		10.58
Vested	(13,584)		25.40
Forfeited	(1,536)		23.20
Unvested at December 31, 2023	34,140	$	11.91

During 2023 and 2022, the Company expensed $360 thousand and $358 thousand, respectively, related to restricted stock awards. At December 31, 2023, the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $215 thousand. The period over which the unearned share-based compensation is expected to be earned is approximately 1.4 years.

Stock options

The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows:


	Number of ‎options	Weighted ‎average ‎exercise price
Outstanding at December 31, 2022	42,035	$	71.69
Issued	36,654		7.20
Exercised	—		—
Forfeited	(2,315)		10.13
Expired	(705)		146.20
Outstanding at December 31, 2023	75,669	$	41.64
Exercisable at December 31, 2023	46,397	$	61.32

Options issued to employees, members of the Board of Directors, and non-employees generally vest over a period of one year to three years and are exercisable for a term of 10 years from the date of issuance.

The weighted average fair value of stock options granted during 2023 was $5.02 (2022: $22.20). There were no options exercised in 2023 (2022: 52). The total intrinsic value of options exercised in 2022 was $142. As of December 31, 2023 and 2022, the total intrinsic value of exercisable and outstanding options was $0.

The following table summarizes information about options outstanding and exercisable as of December 31, 2023:


Weighted ‎average exercise ‎price of outstanding ‎options	Number of ‎options ‎outstanding	Weighted ‎average remaining ‎estimated life ‎(in years)	Number of ‎options ‎exercisable
< $10.00	34,604	9.5	8,966
$20.00 - $50.00	35,380	6.1	31,847
$100.00 - $200.00	2,369	6.4	2,268
$200.00 - $500.00	3,316	2.2	3,316
	75,669		46,397

The fair values of stock option grants to employees and members of the Board of Directors during 2023 and 2022 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions:


	2023	2022
Expected volatility	86%	92%-103%
Risk free interest rate	4.01%	1.71%-3.95%
Expected dividend yield	0.0%	0.0%
Expected life (in years)	5	5

The risk-free interest rate is estimated using the Federal Funds interest rate for a period that is commensurate with the expected term of the awards. The expected dividend yield is zero because the Company has never paid a dividend and does not expect to do so for the foreseeable future. The expected life was based on a number of factors including historical experience, vesting provisions, exercise price relative to market price, and expected volatility. The Company believes that all groups of employees demonstrate similar exercise and post-vesting termination behavior and, therefore, does not stratify employees into multiple groups and forfeitures are recognized as they occur. The expected volatility was estimated using the Company’s historical price volatility over a period that is commensurate with the expected term of the awards.

Total share-based compensation on stock-option grants amounted to $182 thousand and $177 thousand for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards is $219 thousand. The period over which the unearned share-based compensation is expected to be earned is 1.4 years.

Share-based compensation

The following table summarizes share-based compensation costs recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022:



		2023		2022
Sales and marketing		19,325		15,956
General and administrative		522,940		519,167
Total share-based compensation	$	542,265	$	535,123

Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Net operating loss carryforwards	$ 37,551,366	$ 28,188,265
Foreign research and development tax credit carryforwards	2,611,184	2,454,756
Intangibles	2,366,372	2,630,122
R&D costs	843,947	696,326
Other	470,847	332,473
Total deferred tax assets	43,843,716	34,301,942
Valuation allowance	(42,646,455)	(34,052,560)
Net deferred tax assets	1,197,261	249,382
Property and equipment	(1,197,261)	(249,382)
Total deferred tax liabilities	(1,197,261)	(249,382)
Net deferred tax liabilities

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-36426
Entity Registrant Name	AquaBounty Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3156167
Entity Address, Address Line One	233 Ayer Road
Entity Address, Address Line Two	Suite 4
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
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 27.0
Entity Common Stock, Shares Outstanding		3,857,444
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be held on May 23, 2024 (the “2024 Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10‑K.
Document Financial Statement Error Correction [Flag]	false
Entity Central Index Key	0001603978
Auditor Name	Deloitte & Touche LLP
Auditor Location	Baltimore, Maryland
Auditor Firm ID	34

Nature of Business and Organization (Narrative) (Details) $ in Millions	Oct. 16, 2023 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 shares
Nature of Business and Organization [Abstract]
Cash, cash equivalents and restricted cash \| $		$ 9.2
Stock split conversion ratio, reverse split	0.05
Common stock, shares authorized (in shares) \| shares	150,000,000	75,000,000	150,000,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Income Taxes

9. Income taxes

The components of loss before income taxes for the years ended December 31, 2023 and 2022 are presented below:



	2023		2022
Domestic	$	(23,732,417)	$	(20,673,855)
Foreign		(3,825,484)		(1,483,340)
Loss before income taxes	$	(27,557,901)	$	(22,157,195)

We have made no provision for foreign or domestic income taxes on the cumulative unremitted earnings of our foreign subsidiaries. We intend to permanently reinvest all foreign earnings and have no intention to repatriate foreign earnings for the foreseeable future.

Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate for the years ended December 31, 2023 and 2022 primarily due to the following:



	2023		2022
Income tax benefit	$	(5,787,160)	$	(4,653,011)
State and provincial income tax		(2,074,037)		(1,031,963)
Permanent differences		48,028		(60,904)
US-Foreign rate differential		232,963		(65,058)
Other		(1,013,689)		483,873
	$	(8,593,895)	$	(5,327,063)
Change in valuation allowance		8,593,895		5,327,063
Total income tax	$	-	$	-

As of December 31, 2023, the Company had domestic net operating loss carryforwards of approximately $122 million, after consideration of limitations pursuant to section 382, to offset future federal taxable income, which begin to expire in 2033. Of this amount, the Company had domestic net operating loss carryforwards of approximately $93 million, which can be carried forward indefinitely. The future utilization of certain historic net operating loss and tax credit carryforwards, however, is subject to annual use limitations based on the change in stock ownership rules of Internal Revenue Code Sections 382 and 383. The Company experienced a change in ownership under these rules during 2012 and revised its calculation of net operating loss carryforwards based on annual limitation rules. The Company also had foreign research and development loss carryforwards totaling approximately $18 million and foreign research and development expense tax credits of approximately $3 million as of December 31, 2023, which expire at various times commencing in 2024. Since the Company has incurred only losses from inception and there is uncertainty related to the ultimate use of the loss carryforwards and tax credits, a valuation allowance has been recognized to offset the Company’s deferred tax assets, and no benefit for income taxes has been recorded.

The IRS released guidance which modified the procedures for taxpayers that incur specified research or experimental (R&E) expenditures to change their method of accounting to comply with the new capitalization and amortization rules provided in Section 174, as revised by the Tax Cuts and Jobs Act. The Section 174 rules require taxpayers to capitalize and amortize specified R&E expenditures over a period of five years (for domestic research) or 15 years (for foreign research), beginning with the midpoint of the taxable year in which the expenses are paid or incurred. The impact defers the tax benefit of R&E expenditures.

Significant components of the Company’s deferred tax assets and liabilities are as follows:



		2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	37,551,366	$	28,188,265
Foreign research and development tax credit carryforwards		2,611,184		2,454,756
Intangibles		2,366,372		2,630,122
R&D costs		843,947		696,326
Other		470,847		332,473
Total deferred tax assets	$	43,843,716	$	34,301,942
Valuation allowance		(42,646,455)		(34,052,560)
Net deferred tax assets	$	1,197,261	$	249,382
Deferred tax liabilities:
Property and equipment		(1,197,261)		(249,382)
Total deferred tax liabilities	$	(1,197,261)	$	(249,382)
Net deferred tax liabilities	$	-	$	-

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Debt (Terms and Conditions of Long-term Debt Outstanding) (Details)		12 Months Ended
	Jul. 31, 2020 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2018	Nov. 30, 2018	Feb. 29, 2016
Debt Instrument [Line Items]
Total debt			$ 8,544,402	$ 8,725,405
less: debt issuance costs			(37,236)	(52,065)
less: current portion			(795,300)	(2,387,231)
Long-term debt, net			$ 7,711,866	6,286,109
ACOA AIF Grant [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Maturity date		-	-
Total debt			$ 2,166,289	2,119,476
ACOA Term Loan #1 [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Monthly repayment		$ 3,120
Maturity date		Feb 2027	Feb 2027
Total debt			$ 89,460	115,158
ACOA Term Loan #2 [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Monthly repayment		$ 4,630
Maturity date		Sep 2029	Sep 2029
Total debt			$ 240,946	276,743
ACOA Term Loan #3 [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Monthly repayment		$ 6,945
Maturity date		Dec 2025	Dec 2025
Total debt			$ 125,712	184,500
Kubota Canada Ltd [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Monthly repayment		$ 1,142
Maturity date		Jan 2025	Jan 2025
Total debt			$ 11,202	21,077
DFO Term Loan [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Monthly repayment		$ 14,896
Maturity date		Jan 2034	Jan 2034
Total debt			$ 1,305,193	854,885
Finance PEI Term Loan [Member]
Debt Instrument [Line Items]
Interest rate			6.50%
Monthly repayment		$ 19,913
Maturity date		Dec 2028	Dec 2028
Total debt			$ 1,713,837	1,752,547
First Farmers Bank & Trust [Member]
Debt Instrument [Line Items]
Interest rate			5.40%
Monthly repayment			$ 56,832
Maturity date		Oct 2028	Oct 2028
Total debt			$ 2,891,763	$ 3,401,019
Secured Debt [Member] \| ACOA Term Loan #1 [Member]
Debt Instrument [Line Items]
Interest rate							0.00%
Secured Debt [Member] \| ACOA Term Loan #2 [Member]
Debt Instrument [Line Items]
Interest rate						0.00%
Secured Debt [Member] \| Finance PEI Term Loan [Member]
Debt Instrument [Line Items]
Interest rate					6.50%
Secured Debt [Member] \| First Farmers Bank & Trust [Member]
Debt Instrument [Line Items]
Interest rate	5.375%
Monthly repayment	$ 57,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Inventory

12 Months Ended

Dec. 31, 2023

Inventory [Abstract]

Inventory

4. Inventory

Major classifications of inventory are summarized as follows for December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Feed	$	167,136	$	366,957
Eggs and fry		147,998		22,140
Fish in process		1,418,469		1,869,387
Fish for sale		—		18,108
Inventory	$	1,733,603	$	2,276,592

Nature of Business and Organization (Policy)	12 Months Ended
Nature of Business and Organization (Policy)	Dec. 31, 2023
Nature of Business and Organization [Abstract]
Nature of Business	Nature of businessAquaBounty Technologies, Inc. (the “Parent” and, together with its wholly owned subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm‑raised Atlantic salmon that exhibit growth rates that are substantially faster than conventional salmon. In 2015, the Parent obtained regulatory approval from the U.S. Food and Drug Administration for the production and sale of its genetically engineered AquAdvantage salmon product (“GE Atlantic salmon”) in the United States, and in 2016, the Parent obtained regulatory approval from Health Canada for the production and sale of its GE Atlantic salmon in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada.
Basis of Presentation	Basis of presentation The consolidated financial statements include the accounts of the Parent and its wholly owned subsidiaries. The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation. On October 12, 2023, the stockholders of the Company approved a reverse stock split of the Company’s common stock, and the Board of Directors approved a split ratio of 1-for-20. The reverse stock split was implemented on October 16, 2023. In conjunction with the reverse stock split, the number of shares of common stock authorized for issuance was reduced from 150 million to 75 million. All share and per share information, as well as other related information on equity instruments in the consolidated financial statements and accompanying notes, have been adjusted to reflect this change.
Going Concern Uncertainty	Going Concern Uncertainty Since inception, the Company has incurred cumulative net losses and negative cash flows from operations and expects that this will continue for the foreseeable future. As of December 31, 2023, the Company has $9.2 million in cash and cash equivalents, and restricted cash. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. Until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent events On February 14, 2024, the Company announced that it had made the decision to sell its Indiana farm as part of its strategy to increase liquidity.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Consolidated Balance Sheets [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000,000	150,000,000
Common stock, shares outstanding (in shares)	3,847,022	3,834,383

Summary of Significant Accounting Policies (Narrative) (Details)	12 Months Ended
	Dec. 31, 2023 segment
Number of segments	1
Patents [Member] \| Minimum [Member]
Patents, useful life	20 years

Property, Plant and Equipment (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 2,100,000	$ 2,000,000.0
Gross property, plant, and equipment	185,159,676	114,935,574
Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	147,755,336	$ 78,806,762
Ohio Farm [Member] \| Capital Addition Purchase Commitments [Member]
Property, Plant and Equipment [Line Items]
Commitments to purchase property, plant, and equipment	16,700,000
Ohio Farm [Member] \| Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	141,800,000
Rollo Bay Farm And Fortune Bay Hatchery [Member] \| Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	4,300,000
Indiana Aquaculture Farm [Member] \| Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 1,600,000

Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Use of Estimates

Use of estimates

Comprehensive Loss

Comprehensive loss

Foreign Currency Translation

Foreign currency translation

Cash Equivalents

Cash equivalentsThe Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents consist primarily of business savings accounts, certificates of deposit and money market accounts.

Fair Value of Financial instruments

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.

Inventories

InventoriesInventories are mainly comprised of feed, eggs, fry, fish in process and fish for sale. Fish in process inventory is a biological asset that is measured based on the estimated biomass of fish on hand and expected harvest yields. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. The Company measures inventory at the lower of cost or net realizable value (“NRV”), where NRV is defined as the estimated market price, less the estimated costs of processing, packaging and transportation. The Company considers fish that has been harvested and transported from its farm to be fish for sale.

Intangible Assets

Intangible assets

Property, Plant and Equipment

Property, plant and equipment

Property, plant and equipment are recorded at cost. The Company depreciates all asset classes over their estimated useful lives, as follows:


Building		20 - 25 years
Equipment		5 - 20 years
Office furniture and equipment		3 years
Leasehold improvements		shorter of asset life or lease term
Vehicles		3 years

The Company commences depreciation on an asset when it is placed into service.

Impairment of Long-lived Assets

Impairment of long-lived assets

Leases

Revenue Recognition

Revenue recognition

During the years ended December 31, 2023 and 2022, the Company recognized the following product revenue:


	Year Ended December 31, 2022
		U.S.		Canada		Total
GE Atlantic salmon	$	2,518,495	$	394,478	$	2,912,973
Non-GE Atlantic salmon eggs		-		85,089		85,089
Non-GE Atlantic salmon fry		-		102,387		102,387
Other revenue		-		36,505		36,505
Total Revenue	$	2,518,495	$	618,459	$	3,136,954

	Year Ended December 31, 2023
		U.S.		Canada		Total
GE Atlantic salmon	$	2,331,352	$	-	$	2,331,352
Non-GE Atlantic salmon eggs		-		730		730
Non-GE Atlantic salmon fry		-		123,381		123,381
Other revenue		-		17,196		17,196
Total Revenue	$	2,331,352	$	141,307	$	2,472,659

During the years ended December 31, 2023 and 2022, the Company had the following customer concentration of revenue:


	Years Ended December 31,
	2023	2022
Customer A	44%	36%
Customer B	18%	17%
Customer C	14%	15%
All other	24%	32%
Total of all customers	100%	100%

Income Taxes

Income taxes

Net Loss Per Share

Net loss per share

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:


	Years Ended December 31,
Weighted Average Outstanding	2023	2022
Stock options	61,146	40,543
Warrants	917	20,929
Unvested stock awards	27,368	8,299

Share-based Compensation

Share-based compensationThe Company measures and recognizes all share-based payment awards, including stock options and restricted share units made to employees and directors, based on estimated fair values. The fair value of a share-based payment award is estimated on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. The Company uses the Black-Scholes option pricing model (“Black-Scholes”) as its method of valuation. Non-employee share-based compensation is accounted for using Black-Scholes to determine the fair value of warrants or options awarded to non-employees with the fair value of such issuances expensed over the period of service.

Recently Issued Accounting Standards

Recently Issued Accounting StandardsManagement does not expect any recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition

Income Taxes (Narrative) (Details)	12 Months Ended
Income Taxes (Narrative) (Details)	Dec. 31, 2023 USD ($)
Tax Credit Carryforward [Line Items]
Provision for foreign or domestic income taxes	$ 0
Income tax expense (benefit)	0
Domestic Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Domestic operating loss carryforwards	93,000,000
Domestic Tax Authority [Member] \| Limitations On Use To Section 382 [Member]
Tax Credit Carryforward [Line Items]
Domestic operating loss carryforwards	122,000,000
Foreign Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Foreign operating loss carryforwards	18,000,000
Foreign Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Tax Credit Carryforward [Line Items]
Foreign research and development tax credit carryforwards	$ 3,000,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

10. Commitments and contingencies

The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

The Company is subject to legal proceedings and claims arising in the normal course of business. Management believes that final disposition of any such matters existing at December 31, 2023, will not have a material adverse effect on the Company’s financial position or results of operations.

Lease commitments

The table below summarizes the Company’s lease obligations as of December 31, 2023 and 2022:


		December 31, 2023		December 31, 2022
Operating lease right-of-use assets, net	$	281,104	$	222,856
Right-of-use assets obtained for new lease liabilities		84,143		-

Other current liabilities		30,863		20,830
Operating lease liabilities		250,241		203,227
Total operating lease liabilities	$	281,104	$	224,057


		December 31, 2023		December 31, 2022
Operating lease expense	$	41,798	$	85,718
Short-term lease expense		48,968		-
Lease payments included in operating cash flows		92,857		84,080

Weighted average remaining lease term		22.5 years		25.4 years
Weighted average discount rate		8%		8%

Remaining payments under leases are as follows as of December 31, 2023:


Year		Amount
2024	$	48,054
2025		49,801
2026		40,373
2027		19,102
2028		19,676
Thereafter		544,549
Total lease payments		721,555
Less: imputed interest		(440,451)
Total operational lease liabilities	$	281,104

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity [Abstract]

Unvested Stock Award Activity


	Shares	Weighted ‎average grant ‎date fair value
Unvested at December 31, 2022	9,974	$	37.27
Granted	39,286		10.58
Vested	(13,584)		25.40
Forfeited	(1,536)		23.20
Unvested at December 31, 2023	34,140	$	11.91

Stock Option Activity


	Number of ‎options	Weighted ‎average ‎exercise price
Outstanding at December 31, 2022	42,035	$	71.69
Issued	36,654		7.20
Exercised	—		—
Forfeited	(2,315)		10.13
Expired	(705)		146.20
Outstanding at December 31, 2023	75,669	$	41.64
Exercisable at December 31, 2023	46,397	$	61.32

Information About Options Outstanding and Exercisable


Weighted ‎average exercise ‎price of outstanding ‎options	Number of ‎options ‎outstanding	Weighted ‎average remaining ‎estimated life ‎(in years)	Number of ‎options ‎exercisable
< $10.00	34,604	9.5	8,966
$20.00 - $50.00	35,380	6.1	31,847
$100.00 - $200.00	2,369	6.4	2,268
$200.00 - $500.00	3,316	2.2	3,316
	75,669		46,397

Stock Option Grants Weighted Average Assumptions


	2023	2022
Expected volatility	86%	92%-103%
Risk free interest rate	4.01%	1.71%-3.95%
Expected dividend yield	0.0%	0.0%
Expected life (in years)	5	5

Share-based Compensation Costs Recognized on Financial Statements



		2023		2022
Sales and marketing		19,325		15,956
General and administrative		522,940		519,167
Total share-based compensation	$	542,265	$	535,123

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 8,203,869	$ 101,638,557
Inventory	1,733,603	2,276,592
Prepaid expenses and other current assets	1,700,273	2,133,583
Total current assets	11,637,745	106,048,732
Property, plant and equipment, net	174,381,382	106,286,186
Right of use assets, net	281,104	222,856
Intangible assets, net	204,436	218,139
Restricted cash	1,000,000	1,000,000
Other assets	46,761	64,859
Total assets	187,551,428	213,840,772
Current liabilities:
Accounts payable and accrued liabilities	12,991,819	12,000,592
Accrued employee compensation	754,621	1,021,740
Current debt	795,300	2,387,231
Other current liabilities	30,863	20,830
Total current liabilities	14,572,603	15,430,393
Long-term lease obligations	250,241	203,227
Long-term debt, net	7,711,866	6,286,109
Total liabilities	22,534,710	21,919,729
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value, 75,000,000 and 150,000,000 shares authorized at December 31, 2023 and 2022, respectively; 3,847,022 and 3,834,383 shares outstanding at December 31, 2023 and 2022, respectively	3,847	3,834
Additional paid-in capital	385,998,213	385,455,961
Accumulated other comprehensive loss	(405,464)	(516,775)
Accumulated deficit	(220,579,878)	(193,021,977)
Total stockholders’ equity	165,016,718	191,921,043
Total liabilities and stockholders’ equity	$ 187,551,428	$ 213,840,772

Income Taxes (Components of Loss Before Income Taxes) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Domestic	$ (23,732,417)	$ (20,673,855)
Foreign	(3,825,484)	(1,483,340)
Loss before income taxes	$ (27,557,901)	$ (22,157,195)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory [Abstract]

Schedule of Inventory


	December 31, 2023		December 31, 2022
Feed	$	167,136	$	366,957
Eggs and fry		147,998		22,140
Fish in process		1,418,469		1,869,387
Fish for sale		—		18,108
Inventory	$	1,733,603	$	2,276,592

Stockholders' Equity (Stock Option Activity) (Details) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of options
Outstanding, beginning balance	42,035
Issued	36,654
Exercised	0	(52)
Forfeited	(2,315)
Expired	(705)
Outstanding, ending balance	75,669	42,035
Exercisable	46,397
Weighted average exercise price
Outstanding, beginning balance	$ 71.69
Issued	7.20
Exercised	0
Forfeited	10.13
Expired	146.20
Outstanding, ending balance	41.64	$ 71.69
Exercisable	$ 61.32