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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)
November 5, 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 November 5, 2019, AquaBounty Technologies, Inc. issued a press release regarding its financial and operational results for the quarter and nine months ended September 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)
November 5, 2019
 
/s/ David A. Frank
 
 
David A. Frank
 
 
Chief Financial Officer


Exhibit


https://cdn.kscope.io/290ad810ea4121bc93a213d364e07913-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 Nine Months Ended September 30, 2019
MAYNARD, MA., November 5, 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 third quarter and nine months ended September 30, 2019.
Financial and Operational Summary:
•
Production volume of salmon at Indiana farm now at 77 metric tons;
•
a marketing and communications agency was appointed to advance commercialization activities, including consumer research;
•
net loss for the nine-month period ended September 30, 2019, increased to $9.8 million from $8.0 million in the corresponding period of the previous year, and net loss for the three-month period ended September 30, 2019, increased to $3.0 million from $2.7 million in the corresponding period of the previous year, due to increases in production operations, headcount, 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 September 30, 2019, was $6.4 million (December 31, 2018: $3.0 million).
Sylvia Wulf, Chief Executive Officer of AquaBounty, stated: “We are thrilled with the progress of our salmon at our Indiana farm. The fish are growing extremely well, and they look fantastic. A new batch of AquAdvantage Salmon eggs was recently received at the farm, and we now have three cohorts of fish in the water. Every day we move closer to our first harvests, which we expect to commence in June of next year.”
“I am also pleased to welcome Angela M. Olsen to AquaBounty in her role as General Counsel. Her experience in regulatory affairs and business development will be integral to our international growth.”
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 historical fact contained in this press release are forward-looking statements, including statements regarding the potential for and timing of the grow-out of our fish at our Indiana farm, the commercialization of our products, the harvest and sale of our fish, and our international growth. 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,

1


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.

2


AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(unaudited)
 
 
As of
 
 
September 30,
 
December 31,
 
 
2019
 
2018
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
6,412,921

 
$
2,990,196

Certificate of deposit
 
12,712

 
12,361

Other receivables
 
73,340

 
115,982

Inventory
 
477,077

 
76,109

Prepaid expenses and other current assets
 
391,561

 
315,969

Total current assets
 
7,367,611

 
3,510,617

 
 
 
 
 
Property, plant and equipment, net
 
24,780,705

 
23,716,768

Right of use assets, net
 
413,235

 
—

Definite-lived intangible assets, net
 
161,014

 
171,292

Indefinite-lived intangible assets
 
191,800

 
191,800

Other assets
 
45,001

 
80,583

Total assets
 
$
32,959,366

 
$
27,671,060

 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
1,102,621

 
$
824,900

Other current liabilities
 
61,315

 
20,423

Current debt
 
149,069

 
71,613

Total current liabilities
 
1,313,005

 
916,936

 
 
 
 
 
Long-term lease obligations
 
368,739

 
—

Long-term debt
 
4,397,539

 
3,519,821

Total liabilities
 
6,079,283

 
4,436,757

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock, $0.001 par value, 50,000,000 shares authorized;
 
 
 
 
21,605,322 (2018: 15,098,837) shares outstanding
 
21,605

 
15,099

Additional paid-in capital
 
156,022,668

 
142,707,957

Accumulated other comprehensive loss
 
(440,738
)
 
(574,186
)
Accumulated deficit
 
(128,723,452
)
 
(118,914,567
)
Total stockholders’ equity
 
26,880,083

 
23,234,303

 
 
 
 
 
Total liabilities and stockholders’ equity
 
$
32,959,366

 
$
27,671,060


3


AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Product revenues
 
$
—

 
$
10,938

 
$
140,371

 
$
77,933

 
 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
 
Product costs
 
—

 
8,874

 
120,605

 
72,393

Sales and marketing
 
206,256

 
64,971

 
381,637

 
222,999

Research and development
 
446,582

 
804,758

 
1,923,512

 
2,663,397

General and administrative
 
2,346,754

 
1,852,362

 
7,489,622

 
5,067,226

Total costs and expenses
 
2,999,592

 
2,730,965

 
9,915,376

 
8,026,015

 
 
 
 
 
 
 
 
 
Operating loss
 
(2,999,592
)
 
(2,720,027
)
 
(9,775,005
)
 
(7,948,082
)
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
Gain on disposal of equipment
 
—

 
—

 
8,548

 
11,745

Interest expense
 
(17,933
)
 
(5,169
)
 
(45,483
)
 
(15,854
)
Other income (expense), net
 
(697
)
 
(1,832
)
 
3,055

 
(5,773
)
Total other income (expense)
 
(18,630
)
 
(7,001
)
 
(33,880
)
 
(9,882
)
 
 
 
 
 
 
 
 
 
Net loss
 
$
(3,018,222
)
 
$
(2,727,028
)
 
$
(9,808,885
)
 
$
(7,957,964
)
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation income (loss)
 
(38,892
)
 
84,711

 
133,448

 
(113,218
)
Total other comprehensive income (loss)
 
(38,892
)
 
84,711

 
133,448

 
(113,218
)
 
 
 
 
 
 
 
 
 
Comprehensive loss
 
$
(3,057,114
)
 
$
(2,642,317
)
 
$
(9,675,437
)
 
$
(8,071,182
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.14
)
 
$
(0.21
)
 
$
(0.50
)
 
$
(0.64
)
Weighted average number of common shares -
 
 
 
 
 
 
 
 
basic and diluted
 
21,604,072

 
12,848,376

 
19,556,607

 
12,528,995

 
 
 
 
 
 
 
 
 

4