UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | June 9, 2017 |
AquaBounty Technologies, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-36426 | 04-3156167 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2 Mill & Main Place, Suite 395, Maynard, Massachusetts | 01754 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | 978-648-6000 |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2017, AquaBounty Technologies, Inc. (“AquaBounty”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Bell Fish Company LLC, a Delaware limited liability company (“Bell”). Pursuant to the Purchase Agreement, AquaBounty has agreed to acquire Bell’s aquaculture facility in Albany, Indiana, together with certain related assets, for $14.0 million in cash.
The assets to be acquired include, among other things, (i) any and all land owned by Bell, together with all buildings, structures, fixtures, improvements, and other appurtenances located thereon and any and all of Bell’s interests in easements, licenses, rights of access, and rights of way relating thereto; (ii) certain tangible personal property owned by Bell used in the ownership, operation, and maintenance of the real property; (iii) Bell’s rights under certain contracts, including rights as tenant under certain leases; and (iv) all supplies owned by Bell and used in the operation of the property (all of the foregoing, collectively, the “Property”). As AquaBounty will not be continuing Bell’s business of farming trout, the Property does not include inventory, aquatic biomass (i.e., fish and fish eggs), cash, cash equivalents, accounts receivable, deposits, certain scheduled contracts, intellectual property, employee plans, or specified excluded assets.
The Purchase Agreement contains provision for an escrow of $2.5 million, and the closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed with AquaBounty’s Quarterly Report on Form 10-Q for the three months ended June 30, 2017.
Item 7.01 Regulation FD Disclosure.
On June 13, 2017, AquaBounty issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by AquaBounty Technologies, Inc. on June 13, 2017, furnished herewith. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AquaBounty Technologies, Inc. | ||
(Registrant) | ||
June 13, 2017 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer | ||
2
AquaBounty Technologies, Inc.
AquaBounty Acquires Fish Farming Facility in Indiana
MAYNARD, Massachusetts, June 13, 2017 - AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a biotechnology company focused on enhancing productivity in the aquaculture market and a majority-owned subsidiary of Intrexon Corporation (NYSE: XON), announces that it has entered into an agreement to purchase certain assets of Bell Fish Company, including its farming facility in Albany, Indiana, for $14.0 million in cash.
Ronald Stotish, Chief Executive Officer of AquaBounty, stated: “This acquisition marks an important milestone and provides the Company with its first commercial-scale facility in the United States for growing eco-friendly AquAdvantage® Salmon. This site will enable production of healthy Atlantic salmon, which will not require vaccines or antibiotics, in a sustainable and responsible manner close to domestic consumers.”
The purchase, which is expected to close within the next 30 days, will provide the Company with a land-based, contained aquaculture system to grow AquAdvantage Salmon near major demand centers in the $2 billion U.S. Atlantic salmon market. The United States currently imports over 92% of the farmed Atlantic salmon it consumes. AquAdvantage Salmon will offer the opportunity for a viable domestic aquaculture industry while providing consumers a fresh and delicious product.
If anticipated timelines are achieved, the facility’s first harvest could come as soon as the third quarter of 2019. This is significantly faster than other land-based facilities due to the quicker time to market for AquAdvantage Salmon. Once fully operational, the current facility will have an expected annual capacity of 1200 metric tons, which at current Atlantic salmon prices represents over $10 million a year in potential sales, with the possibility for future expansion.
AquaBounty continues to evaluate additional opportunities for larger production facilities in both the United States and Canada.
For further information, please contact:
Dave Conley, Director of Communications
AquaBounty Technologies, Inc.
+1 613 294 3078
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding the closure of the acquisition and the timing thereof, the projected use and expected production capacity of the facility, possible future sales revenues, the potential for expansion of operations, and the timing of any future harvest. Forward-looking statements may be identified with words such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “upcoming,” “believe,” “estimate,” or similar terminology, and the negative of these terms. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements. For additional information regarding these and other risks faced by us, please refer to our public filings with the Securities and Exchange Commission (“SEC”), available on the Investors section of our website at www.aquabounty.com and on the SEC’s website at www.sec.gov.