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 29, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. UO387J108
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Page 2 of 10
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1
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NAMES OF REPORTING 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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☐
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(b)
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☒
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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 (SEE INSTRUCTIONS)
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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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9,076,753
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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9,076,753
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10
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SHARED DISPOSITIVE POWER
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0
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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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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42.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. UO387J108
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Page 3 of 10
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1
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NAMES OF REPORTING PERSONS
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THIRD SECURITY, LLC
I.R.S. IDENTIFICATION NO.: 54-1923091
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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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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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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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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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8,874,193
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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8,874,193
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||||
10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,874,193
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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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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41.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO – limited liability company
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CUSIP No. UO387J108
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Page 4 of 10
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1
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NAMES OF REPORTING PERSONS
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TS AQUACULTURE LLC
I.R.S. IDENTIFICATION NO.: 84-3478741
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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 (SEE INSTRUCTIONS)
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WC
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|||
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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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||
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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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8,239,199
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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8,239,199
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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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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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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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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38.1%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO – limited liability company
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CUSIP No. UO387J108
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Page 5 of 10
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1
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NAMES OF REPORTING 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
|
(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 (SEE INSTRUCTIONS)
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WC
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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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||||
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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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|||
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||||
8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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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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0%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. UO387J108
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Page 6 of 10
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Item 3.
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Source and Amount of Funds or Other Consideration.
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CUSIP No. UO387J108
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Page 7 of 10
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• |
the Company will maintain at the Company’s principal place of business (i) a copy of the Company’s certificate of incorporation and any amendments thereto; (ii) a copy of the Relationship Agreement; (iii)
copies of the Company’s federal, state, and local income tax returns and reports; and (iv) minutes of the Company’s Board of Director and stockholder meetings and actions by written consent in lieu thereof, redacted as necessary to
exclude sensitive or confidential information;
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the Company will keep the Company’s books and records consistent with United States generally accepted accounting principles (“U.S. GAAP”);
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TS AquaCulture may examine any information that it may reasonably request; make copies of and abstracts from the Company’s financial and operating records and books of account; and discuss the Company’s
affairs, finances, and accounts with the Company and the Company’s independent auditors;
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as soon as available, but no later than ninety days after the end of each fiscal year, the Company will furnish to TS AquaCulture an audited balance sheet, income statement, and statements of cash flows and
stockholders’ equity as of and for the fiscal year then ended, together with a report of the Company’s independent auditor that such financial statements have been prepared in accordance with U.S. GAAP and present fairly, in all material
respects, the Company’s financial position, results of operation, and cash flows;
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as soon as available, but no later than forty-five days after the end of each calendar quarter, the Company will furnish to TS AquaCulture an unaudited balance sheet, income statement, and statements of
cash flows and stockholders’ equity for such period, in each case prepared in accordance with U.S. GAAP; and
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• |
as requested by TS AquaCulture, but no more than quarterly, the Company will provide to TS AquaCulture (i) a certificate of the Company’s Chief Executive Officer or Chief Financial Officer certifying as to
the accuracy of the Company’s books and records and the adequacy of the Company’s internal control over financial reporting and disclosure controls and procedures and (ii) any information requested by TS AquaCulture for purposes of its
compliance with applicable law.
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CUSIP No. UO387J108
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Page 8 of 10
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Item 4.
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Purpose of Transaction.
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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(f)
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Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those actions enumerated above.
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CUSIP No. UO387J108
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Page 9 of 10
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Item 5.
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Interest in Securities of the Issuer.
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Reporting Person |
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(1)
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42.0%
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9,076,753(1)
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--
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9,076,753(1)
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--
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||||||||
Third Security, LLC
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8,874,193(2)
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41.1%
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8,874,193(2)
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--
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8,874,193(2)
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--
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||||||||
TS AquaCulture LLC
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8,239,199(2)
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38.1%
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8,239,199(2)
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--
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8,239,199(2)
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--
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Intrexon Corporation
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--
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0.00%
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--
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--
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--
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--
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(1) |
Includes 202,560 shares of Common Stock held by various entities that are controlled by Mr. Kirk but not managed by Third Security, none of which beneficially owns more than 5.0% individually.
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(2) |
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly held by entities managed by Third Security, including TS AquaCulture.
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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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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1 |
Stock Purchase Agreement, dated as of October 29, 2019, by and between TS AquaCulture LLC and Intrexon Corporation (filed as Exhibit 10.1 to the Current Report on
Form 8-K dated October 29, 2019 and filed on October 31, 2019, and incorporated herein by reference)
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Exhibit 2 |
Relationship Agreement, dated as of December 5, 2012, by and between the Company and Intrexon Corporation (filed as Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on November 7, 2016, and incorporated herein by
reference)
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Exhibit 3 |
Joint Filing Agreement, dated as of October 31, 2019, by and between Mr. Kirk, Third Security, TS AquaCulture, and Intrexon
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CUSIP No. UO387J108
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Page 10 of 10
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk | |
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Randal J. Kirk
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Manager
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TS AQUACULTURE LLC
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By:
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/s/ Randal J. Kirk | |
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Randal J. Kirk
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Manager
|
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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 1
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Stock Purchase Agreement, dated as of October 29, 2019, by and between TS AquaCulture LLC and Intrexon Corporation (filed as Exhibit 10.1 to the Current Report on
Form 8-K dated October 29, 2019 and filed on October 31, 2019, and incorporated herein by reference)
|
|
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Exhibit 2
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Relationship Agreement, dated as of December 5, 2012, by and between the Company and Intrexon Corporation (filed as Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on November 7, 2016, and incorporated herein by
reference)
|
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Joint Filing Agreement, dated as of October 31, 2019, by and between Mr. Kirk, Third Security, TS AquaCulture and Intrexon
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/s/ Randal J. Kirk
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Randal J. Kirk
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||
THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk | |
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Randal J. Kirk
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Manager
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TS AQUACULTURE LLC
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By:
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/s/ Randal J. Kirk | |
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Randal J. Kirk
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Manager
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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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