---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

---

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

 

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

---

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)           ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   837,554
	8	SHARED VOTING POWER   8,239,199
	9	SOLE DISPOSITIVE POWER   837,554
	10	SHARED DISPOSITIVE POWER   8,239,199
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,076,753
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.3%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 2 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated January 18, 2017 and filed on January 20, 2017, as amended by Amendment No. 1, dated July 24, 2017 and filed on July 26, 2017 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of AquaBounty Technologies, Inc., a Delaware corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), Intrexon Corporation, a Virginia corporation that may be deemed to be controlled by Mr. Kirk (“Intrexon”), and Third Security, LLC, a Virginia limited liability company that is managed by Mr. Kirk (“Third Security” and, together with Mr. Kirk and Intrexon, the “Reporting Persons”) are filing this Amendment to disclose the purchase of 1,538,461 shares of Common Stock and 1,538,461 warrants to purchase Common Stock by Intrexon in an underwritten public offering on January 17, 2018 (the “Offering”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On January 17, 2018, Intrexon utilized its working capital to purchase 1,538,461 shares of Common Stock and 1,538,461 warrants to purchase Common Stock in the Offering, for an aggregate purchase price of approximately $4,999,998 or $3.25 per share and accompanying common warrant.

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 3 and 6 is incorporated herein by reference.

Intrexon acquired the shares disclosed hereunder for investment purposes.

Item 5.

Interest in Securities of the Issuer.

The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

(a) and (b)          See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock owned by the Reporting Persons. The percentage ownership is calculated based on 8,895,094 shares of Common Stock issued and outstanding as of December 30, 2017, as disclosed by the Company in its Amendment No. 3 to Form S-1 Registration Statement dated and filed on January 11, 2018, increased by:  (i) 3,692,307 shares of Common Stock issued in connection with the Offering and (ii) 1,538,461 warrants acquired by Intrexon in connection with the Offering and that are exercisable within 60 days.

(1)

Includes 1,538,461 warrants to purchase Common Stock held by Intrexon.

(2)

The indicated shares are owned by various entities managed by Third Security, none of which beneficially owns more than 5.0% individually.

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon and those shares held by entities managed by Third Security.

(c)         Except as set forth in this Statement, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

(d)-(e)   Not Applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons’ responses to Items 3, 4 and 5 are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, dated as of January 19, 2018, by and among Mr. Kirk, Intrexon and Third Security

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  January 19, 2018

Exhibit 1

Joint Filing Agreement, dated as of January 19, 2018, by and among Mr. Kirk, Intrexon and Third Security

 

---

Exhibit 1

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of AquaBounty Technologies, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 19^th day of January, 2018.