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) | November 2, 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 November 2, 2018, AquaBounty Technologies, Inc. (the “Company”) issued a press release regarding its financial and operational results for the quarter and nine months ended September 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 November 2, 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) | ||
November 2, 2018 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer | ||
EXHIBIT INDEX
AquaBounty Technologies, Inc.
Results for the quarter and nine months ended September 30, 2018
MAYNARD, Massachusetts, November 2, 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 (NASDAQ: XON), announces the Company’s financial results for the third quarter and nine months ended September 30, 2018.
Financial and Operational Summary:
• | Commenced production operations at 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 nine-month period ended September 30, 2018, increased to $7.96 million from $6.60 million in the corresponding period of the previous year, reflecting pre-production and production costs at the Indiana farm and R&D activities at the Rollo Bay hatchery; and |
• | cash and cash equivalents at September 30, 2018, were $1.0 million (December 31, 2017: $0.5 million). |
Post Period Transactions:
• | Completed a warrant exercise transaction with certain warrant holders for 2,250,461 shares of common stock for a reduced exercise price equal to $2.00 per share, with net proceeds of approximately $4.3 million; and |
• | finalized a construction loan in the amount of CA$2.0 million (US$1.6 million) from the Department of Economic Development of the Province of Prince Edward Island to be used to complete construction of the Company’s 250-metric-ton production facility on its Rollo Bay site. |
Ronald Stotish, Chief Executive Officer of AquaBounty, stated: “In this quarter, we commenced grow-out of non-transgenic Atlantic salmon at our site in Albany, Indiana, which will allow us to begin utilizing this facility and to make any necessary adjustments to our processes or standard operating procedures while we wait for the FDA import alert on AquAdvantage Salmon to be lifted.”
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 the lifting of the Import Alert, the importation of AquAdvantage Salmon eggs into the United States, and the completion of the construction of the Rollo Bay production facility. 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 | ||||||||
September 30, | December 31, | |||||||
2018 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 1,030,671 | $ | 492,861 | ||||
Certificate of deposit | 13,040 | 13,422 | ||||||
Other receivables | 81,822 | 183,926 | ||||||
Inventory | 72,640 | 172,363 | ||||||
Prepaid expenses and other current assets | 315,383 | 527,322 | ||||||
Total current assets | 1,513,556 | 1,389,894 | ||||||
Property, plant and equipment, net | 24,001,108 | 21,802,976 | ||||||
Definite-lived intangible assets, net | 174,717 | 184,995 | ||||||
Indefinite-lived intangible assets | 191,800 | 191,800 | ||||||
Other assets | 162,093 | 162,093 | ||||||
Total assets | $ | 26,043,274 | $ | 23,731,758 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 1,483,657 | $ | 2,666,855 | ||||
Current debt | 59,636 | 49,794 | ||||||
Total current liabilities | 1,543,293 | 2,716,649 | ||||||
Long-term debt | 2,970,816 | 3,034,420 | ||||||
Total liabilities | 4,514,109 | 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 | 138,333,891 | 126,718,186 | ||||||
Accumulated other comprehensive loss | (327,102 | ) | (213,884 | ) | ||||
Accumulated deficit | (116,490,472 | ) | (108,532,508 | ) | ||||
Total stockholders’ equity | 21,529,165 | 17,980,689 | ||||||
Total liabilities and stockholders’ equity | $ | 26,043,274 | $ | 23,731,758 | ||||
AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||
Revenues | ||||||||||||||
Product revenues | $ | 10,938 | $ | — | $ | 77,933 | $ | 53,278 | ||||||
Costs and expenses | ||||||||||||||
Product costs | 8,874 | — | 72,393 | 50,777 | ||||||||||
Sales and marketing | 64,971 | 195,947 | 222,999 | 607,145 | ||||||||||
Research and development | 804,758 | 860,903 | 2,663,397 | 2,517,242 | ||||||||||
General and administrative | 1,852,362 | 1,382,380 | 5,067,226 | 3,453,516 | ||||||||||
Total costs and expenses | 2,730,965 | 2,439,230 | 8,026,015 | 6,628,680 | ||||||||||
Operating loss | (2,720,027 | ) | (2,439,230 | ) | (7,948,082 | ) | (6,575,402 | ) | ||||||
Other income (expense) | ||||||||||||||
Gain on disposal of equipment | — | — | 11,745 | — | ||||||||||
Interest expense | (5,169 | ) | (5,597 | ) | (15,854 | ) | (16,130 | ) | ||||||
Other income (expense), net | (1,832 | ) | (1,392 | ) | (5,773 | ) | (3,866 | ) | ||||||
Total other income (expense) | (7,001 | ) | (6,989 | ) | (9,882 | ) | (19,996 | ) | ||||||
Net loss | $ | (2,727,028 | ) | $ | (2,446,219 | ) | $ | (7,957,964 | ) | $ | (6,595,398 | ) | ||
Other comprehensive income (loss): | ||||||||||||||
Foreign currency translation gain (loss) | 84,711 | 34,933 | (113,218 | ) | 43,084 | |||||||||
Total other comprehensive income (loss) | 84,711 | 34,933 | (113,218 | ) | 43,084 | |||||||||
Comprehensive loss | $ | (2,642,317 | ) | $ | (2,411,286 | ) | $ | (8,071,182 | ) | $ | (6,552,314 | ) | ||
Basic and diluted net loss per share | $ | (0.21 | ) | $ | (0.28 | ) | $ | (0.64 | ) | $ | (0.76 | ) | ||
Weighted average number of common shares - | ||||||||||||||
basic and diluted | 12,848,376 | 8,895,094 | 12,528,995 | 8,731,178 | ||||||||||