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) | August 7, 2018 |
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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2018, AquaBounty Technologies, Inc. (the “Company”) issued a press release regarding its financial and operational results for the quarter and six months ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K pursuant to Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by AquaBounty Technologies, Inc. on August 7, 2018, 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) | ||
August 7, 2018 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer | ||
EXHIBIT INDEX
AquaBounty Technologies, Inc.
Results for the quarter and six months ended June 30, 2018
MAYNARD, Massachusetts, August 7, 2018 - 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 six months ended June 30, 2018.
Financial and Operational Summary:
• | Completed the second sale of AquAdvantage Salmon from our farm in Panama; |
• | stocked our Indiana farm with traditional Atlantic salmon eggs while waiting for approval from the U.S. Food and Drug Administration (“FDA”) to import AquAdvantage Salmon eggs; |
• | net loss for the six-month period ended June 30, 2018, increased to $5.2 million from $4.1 million in the corresponding period of the previous year, reflecting pre-production costs at the Indiana farm and R&D activities at the Rollo Bay hatchery; and |
• | cash and cash equivalents at June 30, 2018, were $3.5 million (December 31, 2017: $0.5 million). |
Commencement of Operations in Indiana with Traditional Atlantic Salmon:
AquaBounty previously announced that it had received FDA approval to raise AquAdvantage Salmon at its land-based contained facility near Albany, Indiana. However, the Company is currently prevented from importing its AquAdvantage Salmon eggs from Canada due to the existence of an “Import Alert” pending the FDA’s issuance of final labelling guidance for the product. The Company has indicated that it is fully prepared to comply with labelling requirements for its product in order for this process to conclude in the near term. In the interim, the Company has stocked the Indiana farm with traditional Atlantic salmon eggs and has commenced grow-out activities.
Ronald Stotish, Chief Executive Officer of AquaBounty, stated: “In this quarter, we completed our second sale of AquAdvantage Salmon harvested from our Panama farm and stocked our Indiana farm with traditional Atlantic salmon eggs. This stocking has allowed us to start operations at the facility, while we wait for the lifting of the import alert on AquAdvantage Salmon, which we anticipate in the second half of the year.”
Dr. Stotish to Present at Investor Conference:
Ronald Stotish will be presenting at the 20th Annual Global Investment Conference in New York City, sponsored by H. C. Wainwright on September 4-6, 2018. A live webcast of the presentation will be available on the “Investor-Events” page of the Company’s website (www.aquabounty.com).
About AquAdvantage Salmon - AquAdvantage Salmon is an Atlantic salmon that has been bioengineered to grow to market size in about half the time of a traditional farmed Atlantic salmon. It improves the economics of producing salmon in land-based contained facilities. AquAdvantage Salmon is a healthy, environmentally sustainable alternative to imported farmed Atlantic salmon.
For further information, please contact:
Dave Conley, Director of Communications
AquaBounty Technologies, Inc.
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 potential for and possible timing of the FDA’s issuance of final labeling guidance, the lifting of the Import Alert, the import of AquAdvantage Salmon eggs into the United States, and the raising of traditional Atlantic salmon and AquAdvantage Salmon at the Indiana farm site facility, and the potential for developments resulting from R&D activities. 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, 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.
AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
As of | ||||||||
June 30, | December 31, | |||||||
2018 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 3,518,806 | $ | 492,861 | ||||
Certificate of deposit | 12,820 | 13,422 | ||||||
Other receivables | 101,328 | 183,926 | ||||||
Inventory | 82,429 | 172,363 | ||||||
Prepaid expenses and other current assets | 394,594 | 527,322 | ||||||
Total current assets | 4,109,977 | 1,389,894 | ||||||
Property, plant and equipment, net | 23,617,701 | 21,802,976 | ||||||
Definite-lived intangible assets, net | 178,143 | 184,995 | ||||||
Indefinite-lived intangible assets | 191,800 | 191,800 | ||||||
Other assets | 162,093 | 162,093 | ||||||
Total assets | $ | 28,259,714 | $ | 23,731,758 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 1,168,875 | $ | 2,666,855 | ||||
Current debt | 58,377 | 49,794 | ||||||
Total current liabilities | 1,227,252 | 2,716,649 | ||||||
Long-term debt | 2,932,573 | 3,034,420 | ||||||
Total liabilities | 4,159,825 | 5,751,069 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $0.001 par value, 50,000,000 shares authorized; | ||||||||
12,848,376 (2017: 8,895,094) shares outstanding | 12,848 | 8,895 | ||||||
Additional paid-in capital | 138,262,298 | 126,718,186 | ||||||
Accumulated other comprehensive loss | (411,813 | ) | (213,884 | ) | ||||
Accumulated deficit | (113,763,444 | ) | (108,532,508 | ) | ||||
Total stockholders’ equity | 24,099,889 | 17,980,689 | ||||||
Total liabilities and stockholders’ equity | $ | 28,259,714 | $ | 23,731,758 | ||||
AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||
Revenues | ||||||||||||||
Product revenues | $ | 47,898 | $ | 53,278 | $ | 66,995 | $ | 53,278 | ||||||
Costs and expenses | ||||||||||||||
Product costs | 47,287 | 50,777 | 63,519 | 50,777 | ||||||||||
Sales and marketing | 76,381 | 202,910 | 158,028 | 411,198 | ||||||||||
Research and development | 880,822 | 936,317 | 1,858,639 | 1,656,339 | ||||||||||
General and administrative | 1,827,991 | 950,348 | 3,214,864 | 2,071,136 | ||||||||||
Total costs and expenses | 2,832,481 | 2,140,352 | 5,295,050 | 4,189,450 | ||||||||||
Operating loss | (2,784,583 | ) | (2,087,074 | ) | (5,228,055 | ) | (4,136,172 | ) | ||||||
Other income (expense) | ||||||||||||||
Gain on disposal of equipment | 10,585 | — | 11,745 | — | ||||||||||
Interest expense | (5,283 | ) | (5,253 | ) | (10,685 | ) | (10,533 | ) | ||||||
Other income (expense), net | (1,868 | ) | (1,109 | ) | (3,941 | ) | (2,474 | ) | ||||||
Total other income (expense) | 3,434 | (6,362 | ) | (2,881 | ) | (13,007 | ) | |||||||
Net loss | $ | (2,781,149 | ) | $ | (2,093,436 | ) | $ | (5,230,936 | ) | $ | (4,149,179 | ) | ||
Other comprehensive income (loss): | ||||||||||||||
Foreign currency translation gain (loss) | (85,811 | ) | 22,437 | (197,929 | ) | 8,151 | ||||||||
Total other comprehensive income (loss) | (85,811 | ) | 22,437 | (197,929 | ) | 8,151 | ||||||||
Comprehensive loss | $ | (2,866,960 | ) | $ | (2,070,999 | ) | $ | (5,428,865 | ) | $ | (4,141,028 | ) | ||
Basic and diluted net loss per share | $ | (0.22 | ) | $ | (0.24 | ) | $ | (0.42 | ) | $ | (0.48 | ) | ||
Weighted average number of common shares - | ||||||||||||||
basic and diluted | 12,787,761 | 8,892,213 | 12,366,657 | 8,647,861 | ||||||||||