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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 6, 2019
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.)
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, par value $0.001 per share
AQB
The NASDAQ Stock Market LLC
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 6, 2019, AquaBounty Technologies, Inc. issued a press release regarding its financial and operational results for the quarter and six months ended June 30, 2019. 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
 
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 6, 2019
 
/s/ David A. Frank
 
 
David A. Frank
 
 
Chief Financial Officer


Exhibit


https://cdn.kscope.io/433d886c1190ffad29d0f6f508e3c149-logo.jpgNews Release
For more information, contact:
Dave Conley
Corporate Communications
AquaBounty Technologies, Inc.
+1 613 294 3078
AquaBounty Technologies, Inc. Announces Results for the
Quarter and Six Months Ended June 30, 2019
MAYNARD, MA., August 6, 2019 (GLOBE NEWSWIRE) - AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, announces the Company’s financial results for the second quarter and six months ended June 30, 2019.
Financial and Operational Summary:
•
Stocked the Company’s Indiana and Rollo Bay farm sites with AquAdvantage Salmon eggs to commence grow-out and proceed toward commercialization;
•
completed a second public offering of common shares, raising net funds of $5.8 million;
•
with commercial facilities now employed, completed the close-down of the Company’s demonstration farm in Panama;
•
net loss for the six-month period ended June 30, 2019, increased to $6.8 million from $5.2 million in the corresponding period of the previous year, and net loss for the three-month period ended June 30, 2019, increased to $4.0 million from $2.8 million in the corresponding period of the previous year, due to increases in headcount and associated ramp-up costs at the Company’s grow-out farm in Indiana, stock compensation charges, and legal fees in support of the U.S. Food and Drug Administration’s (FDA) defense of their approval of AquAdvantage Salmon; and
•
cash at June 30, 2019, was $10.4 million (December 31, 2018: $3.0 million).
Sylvia Wulf, Chief Executive Officer of AquaBounty, stated: “This past quarter was an historic one for AquaBounty, as the FDA’s lifting of the Import Alert on AquAdvantage Salmon allowed us to stock our eggs at our Indiana farm site and, for the first time ever, grow our fish in the United States. We also stocked our new farm in Rollo Bay on Prince Edward Island and completed a second equity fundraise to continue to improve our balance sheet.
“I am also pleased to welcome David Melbourne, Jr. to AquaBounty in his new role as Chief Commercial Officer and I would like to announce the appointment of Dr. Mark Walton to the position of Vice President of Research and Regulatory Affairs following the retirement of Dr. Ronald Stotish. With these changes, we continue to build and strengthen our senior management team as we move forward to execute our commercial plan.”
About AquaBounty Technologies:
AquaBounty is a leader in the field of land-based aquaculture and the use of technology for improving its productivity and sustainability. The Company’s objective is to ensure the availability of high-quality seafood to meet global consumer demand, while addressing critical production constraints in the most popular farmed species. For more information about AquaBounty, visit www.aquabounty.com.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of

1


historical fact contained in this press release are forward-looking statements, including statements regarding the potential for grow-out of our fish at our Indiana and Rollo Bay facilities, the commercialization of our products, and the execution of our commercial plan. 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.

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AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(unaudited)
 
As of
 
June 30,
 
December 31,
 
2019
 
2018
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
10,400,795

 
$
2,990,196

Certificate of deposit
12,866

 
12,361

Other receivables
109,896

 
115,982

Inventory
210,345

 
76,109

Prepaid expenses and other current assets
555,946

 
315,969

Total current assets
11,289,848

 
3,510,617

 
 
 
 
Property, plant and equipment, net
24,621,309

 
23,716,768

Right of use assets, net
426,735

 
—

Definite-lived intangible assets, net
164,440

 
171,292

Indefinite-lived intangible assets
191,800

 
191,800

Other assets
80,583

 
80,583

Total assets
$
36,774,715

 
$
27,671,060

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
1,977,030

 
$
824,900

Other current liabilities
68,432

 
20,423

Current debt
139,274

 
71,613

Total current liabilities
2,184,736

 
916,936

 
 
 
 
Long-term lease obligations
384,507

 
—

Long-term debt
4,487,004

 
3,519,821

Total liabilities
7,056,247

 
4,436,757

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
Common stock, $0.001 par value, 50,000,000 shares authorized;
 
 
 
21,598,555 (2018: 15,098,837) shares outstanding
21,598

 
15,099

Additional paid-in capital
155,803,946

 
142,707,957

Accumulated other comprehensive loss
(401,846
)
 
(574,186
)
Accumulated deficit
(125,705,230
)
 
(118,914,567
)
Total stockholders’ equity
29,718,468

 
23,234,303

 
 
 
 
Total liabilities and stockholders’ equity
$
36,774,715

 
$
27,671,060


3


AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Product revenues
$
42,486

 
$
47,898

 
$
140,371

 
$
66,995

 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
Product costs
38,992

 
47,287

 
120,605

 
63,519

Sales and marketing
103,390

 
76,381

 
175,381

 
158,028

Research and development
813,449

 
880,822

 
1,476,930

 
1,858,639

General and administrative
3,106,374

 
1,827,991

 
5,142,868

 
3,214,864

Total costs and expenses
4,062,205

 
2,832,481

 
6,915,784

 
5,295,050

 
 
 
 
 
 
 
 
Operating loss
(4,019,719
)
 
(2,784,583
)
 
(6,775,413
)
 
(5,228,055
)
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
Gain on disposal of equipment
8,548

 
10,585

 
8,548

 
11,745

Interest expense
(14,212
)
 
(5,283
)
 
(27,550
)
 
(10,685
)
Other income (expense), net
(1,348
)
 
(1,868
)
 
3,752

 
(3,941
)
Total other income (expense)
(7,012
)
 
3,434

 
(15,250
)
 
(2,881
)
 
 
 
 
 
 
 
 
Net loss
$
(4,026,731
)
 
$
(2,781,149
)
 
$
(6,790,663
)
 
$
(5,230,936
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation income (loss)
84,788

 
(85,811
)
 
172,340

 
(197,929
)
Total other comprehensive income (loss)
84,788

 
(85,811
)
 
172,340

 
(197,929
)
 
 
 
 
 
 
 
 
Comprehensive loss
$
(3,941,943
)
 
$
(2,866,960
)
 
$
(6,618,323
)
 
$
(5,428,865
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
$
(0.19
)
 
$
(0.22
)
 
$
(0.37
)
 
$
(0.42
)
Weighted average number of common shares -
 
 
 
 
 
 
 
basic and diluted
21,313,055

 
12,787,761

 
18,515,907

 
12,366,657

 
 
 
 
 
 
 
 

4