UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
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AQUABOUNTY TECHNOLOGIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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UO387J108
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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October 25, 2018
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐ .
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).
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CUSIP No. UO387J108
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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RANDAL J. KIRK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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837,554
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8
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SHARED VOTING POWER
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8,239,199
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SOLE DISPOSITIVE POWER
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837,554
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10
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SHARED DISPOSITIVE POWER
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8,239,199
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,076,753
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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60.1%
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. UO387J108
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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INTREXON CORPORATION
I.R.S. IDENTIFICATION NO.: 26-0084895
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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8,239,199
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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8,239,199
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,239,199
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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54.6%
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. UO387J108
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Page 4 of 6
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This Amendment No. 3 (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, and as amended by Amendment No. 2 dated January 17, 2018 and filed on January 19, 2018 (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”), and Intrexon Corporation, a Virginia
corporation that may be deemed to be controlled by Mr. Kirk (“Intrexon” and, together with Mr. Kirk, the “Reporting Persons”) are filing this Amendment to disclose the exercise of a
warrant to purchase 1,538,461 shares of Common Stock by Intrexon, pursuant to a Warrant Exercise Agreement dated October 24, 2018 and funded on October 25, 2018 (the “Warrant Exercise Agreement”). Pursuant to the Warrant Exercise Agreement (i)
in accordance with the terms of this warrant, the exercise price with respect to this warrant was reduced from $3.25 per share to $2.00 per share, and (ii) an aggregate of 2,250,461 shares of Common Stock
were issued to Intrexon and other warrant holders in connection with the exercise of such warrants (the “Warrant Transaction”).
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
On October 24, 2018, Intrexon entered into a Warrant Exercise Agreement with the Company, pursuant to which, on October 25, 2018, Intrexon
exercised its warrant to purchase 1,538,461 shares of Common Stock, at a purchase price of approximately $3,076,922, or $2.00 per share. Pursuant to the Warrant Exercise Agreement, in accordance with the terms of this warrant, the exercise price with respect to this warrant was reduced from $3.25 per share to
$2.00 per share.
The foregoing description of the Warrant Exercise Agreement is only a summary and is qualified by reference to the Form of Warrant Exercise Agreement, which
is filed as Exhibit 1 hereto.
| Item 4. |
Purpose of Transaction.
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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 issued in connection with the exercise of the warrant as disclosed herein for investment purposes.
| Item 5. |
Interest in Securities of the Issuer.
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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 12,848,376 shares of Common Stock issued and
outstanding as of August 3, 2018, as disclosed by the Company in its Quarterly Report on Form 10-Q for the period ended June 30, 2018, increased by 2,250,461 shares of Common Stock issued in connection with the Warrant Transaction.
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CUSIP No. UO387J108
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Page 5 of 6
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Reporting Person
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Amount of
Common Stock
Beneficially
Owned
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote
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Shared
Power to
Vote or
Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition
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Shared Power to
Dispose or to
Direct the
Disposition
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Randal J. Kirk
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9,076,753
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60.1%
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837,554(1)
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8,239,199
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837,554(1)
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8,239,199
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Intrexon Corporation
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8,239,199
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54.6%
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--
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8,239,199
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--
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8,239,199
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| (1) |
Includes 634,994 shares of Common Stock held by various entities that are managed by Third Security, LLC, a Virginia limited liability company that is managed by Mr. Kirk
(“Third Security”), none of which beneficially owns more than 5.0% individually.
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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.
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(d)-(e)
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Not Applicable
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
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The Reporting Persons’ responses to Items 3, 4 and 5 are incorporated herein by reference.
| Item 7. |
Material to be Filed as Exhibits.
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| Exhibit 1 |
Form of Warrant Exercise Agreement, dated as of October 24, 2018, by and among AquaBounty Technologies, Inc., Intrexon Corporation and certain other warrant holders (filed
as Exhibit 10.1 to the Current Report on Form 8-K dated October 24, 2018 and filed on October 25, 2018, and incorporated herein by reference)
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| Exhibit 2 |
Joint Filing Agreement, dated as of October 29, 2018, by and between Mr. Kirk and Intrexon
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CUSIP No. UO387J108
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Page 6 of 6
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SIGNATURES
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: October 29, 2018
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/s/ Randal J. Kirk
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Randal J. Kirk
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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EXHIBIT INDEX
| Exhibit 1 |
Form of Warrant Exercise Agreement, dated as of October 24, 2018, by and among AquaBounty Technologies, Inc., Intrexon Corporation and certain other warrant holders (filed
as Exhibit 10.1 to the Current Report on Form 8-K dated October 24, 2018 and filed on October 25, 2018, and incorporated herein by reference)
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| Exhibit 2 |
Joint Filing Agreement, dated as of October 29, 2018, by and between Mr. Kirk and Intrexon
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Exhibit 2
Joint Filing Agreement
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 29th day of October, 2018.
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/s/ Randal J. Kirk
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Randal J. Kirk
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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