UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | August 4, 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)) |
Introductory Note
On August 4, 2017, AquaBounty Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the Registrant’s financial results for the second quarter and first half ended June 30, 2017. This Amendment No. 1 to the Current Report on Form 8-K amends Items 2.02 and 9.01 of the Original Report to include a corrected version of the press release attached thereto. No other changes were made to the Original Report.
Item 2.02 Results of Operations and Financial Condition.
Attached and incorporated herein by reference as Exhibit 99.1 is the corrected press release of the Company, dated August 4, 2017, reporting the Company’s financial results for the second quarter and first half ended June 30, 2017.
The information included in this Current Report on Form 8-K/A pursuant to Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by AquaBounty Technologies, Inc. on August 4, 2017, furnished herewith, as corrected. | |
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) | ||
August 7, 2017 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release issued by AquaBounty Technologies, Inc. on August 4, 2017, furnished herewith, as corrected. | |
AquaBounty Technologies, Inc.
Results for the second quarter and first half ended June 30, 2017
MAYNARD, Massachusetts, August 4, 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 the Company’s financial results for the second quarter and first half ended June 30, 2017.
Financial and Operational Summary:
• | Significant operational progress made in advancing the Company's commercial plans; |
• | Further to receiving regulatory approval from Health Canada and the Canadian Food Inspection Agency last year, sold approximately five tons of fresh AquAdvantage® Salmon fillets at market price to customers in Canada; |
• | Purchased certain assets of the Bell Fish Company LLC farm site in Albany, Indiana, for $14.2 million, including legal and other transaction costs; |
• | Received provincial approval from the Prince Edward Island regulatory authorities to construct a broodstock facility and a grow-out facility on the Company’s Rollo Bay site; |
• | Completed the de-listing of the Company’s common shares from trading on AIM; and |
• | Net loss for the three-month period ended June 30, 2017, was relatively flat at $2.1 million compared to the corresponding period of the previous year. |
During the current quarter, the Company recognized $53 thousand of revenue on sales of AquAdvantage Salmon fillets. Operating expenses were up slightly to $2.1 million in the current period from $2.0 million in the corresponding period of the previous year, primarily due to the increased costs associated with being a public company in the United States.
Ronald Stotish, Chief Executive Officer of AquaBounty, stated: “This quarter marked two milestone events for AquaBounty-the purchase of our first commercial farm site for the production of our eco-friendly AquAdvantage Salmon in the United States and the very first sales of AquAdvantage Salmon. The sale and discussions with potential buyers clearly demonstrate that customers want our fish, and we look forward to increasing our production capacity to meet demand.”
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 construction of a broodstock facility and grow-out facility on the Company’s Rollo Bay site; the production of AquAdvantage Salmon in the United States; customer demand for AquAdvantage Salmon; and an increase in production capacity. Forward-looking statements may be identified with words such as “will,” “may,” “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, 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.
AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
As of | ||||||||
June 30, | December 31, | |||||||
2017 | 2016 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 7,991,382 | $ | 3,324,609 | ||||
Certificate of deposit | 12,972 | 10,666 | ||||||
Other receivables | 161,039 | 164,743 | ||||||
Inventory | 78,275 | — | ||||||
Prepaid expenses and other current assets | 352,772 | 72,983 | ||||||
Total current assets | 8,596,440 | 3,573,001 | ||||||
Property, plant and equipment, net | 17,906,075 | 1,723,707 | ||||||
Definite lived intangible assets, net | 191,847 | 198,698 | ||||||
Indefinite lived intangible assets | 191,800 | 191,800 | ||||||
Other assets | 21,628 | 21,628 | ||||||
Total assets | $ | 26,907,790 | $ | 5,708,834 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 949,495 | $ | 1,017,851 | ||||
Current debt | 53,089 | 17,913 | ||||||
Total current liabilities | 1,002,584 | 1,035,764 | ||||||
Long-term debt | 2,952,668 | 2,645,015 | ||||||
Total liabilities | 3,955,252 | 3,680,779 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $0.001 par value, 200,000,000 shares authorized; | ||||||||
8,895,094 (2016: 6,463,936) shares outstanding | 8,895 | 6,464 | ||||||
Additional paid-in capital | 126,644,804 | 101,581,724 | ||||||
Accumulated other comprehensive loss | (278,121 | ) | (286,272 | ) | ||||
Accumulated deficit | (103,423,040 | ) | (99,273,861 | ) | ||||
Total stockholders’ equity | 22,952,538 | 2,028,055 | ||||||
Total liabilities and stockholders’ equity | $ | 26,907,790 | $ | 5,708,834 | ||||
AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenues | ||||||||||||||||
Product revenues | $ | 53,278 | $ | — | $ | 53,278 | $ | — | ||||||||
Costs and expenses | ||||||||||||||||
Product costs | 50,777 | — | 50,777 | — | ||||||||||||
Sales and marketing | 202,910 | 239,142 | 411,198 | 440,519 | ||||||||||||
Research and development | 936,317 | 915,741 | 1,656,339 | 1,730,998 | ||||||||||||
General and administrative | 950,348 | 824,138 | 2,071,136 | 1,603,663 | ||||||||||||
Total costs and expenses | 2,140,352 | 1,979,021 | 4,189,450 | 3,775,180 | ||||||||||||
Operating loss | (2,087,074 | ) | (1,979,021 | ) | (4,136,172 | ) | (3,775,180 | ) | ||||||||
Other income (expense) | ||||||||||||||||
Interest expense | (5,253 | ) | (83,333 | ) | (10,533 | ) | (107,639 | ) | ||||||||
Gain on disposal of equipment | — | — | — | 2,861 | ||||||||||||
Other income (expense), net | (1,109 | ) | (1,482 | ) | (2,474 | ) | (2,855 | ) | ||||||||
Total other income (expense) | (6,362 | ) | (84,815 | ) | (13,007 | ) | (107,633 | ) | ||||||||
Net loss | $ | (2,093,436 | ) | $ | (2,063,836 | ) | $ | (4,149,179 | ) | $ | (3,882,813 | ) | ||||
Other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation gain (loss) | 22,437 | (3,182 | ) | 8,151 | (100,175 | ) | ||||||||||
Total other comprehensive income (loss) | 22,437 | (3,182 | ) | 8,151 | (100,175 | ) | ||||||||||
Comprehensive loss | $ | (2,070,999 | ) | $ | (2,067,018 | ) | $ | (4,141,028 | ) | $ | (3,982,988 | ) | ||||
Basic and diluted net loss per share | $ | (0.24 | ) | $ | (0.39 | ) | $ | (0.48 | ) | $ | (0.74 | ) | ||||
Weighted average number of common shares - | ||||||||||||||||
basic and diluted | 8,892,213 | 5,250,504 | 8,647,861 | 5,249,405 | ||||||||||||