Document


 
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
Exhibit No.
 
Description
 


Exhibit


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