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
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Date of Report (Date of earliest event reported)
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April 28, 2020
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AquaBounty Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36426
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04-3156167
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2 Mill & Main Place, Suite 395, Maynard, Massachusetts
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01754
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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978-648-6000
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(Former name or former address, if changed since last report.)
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.001 per share
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AQB
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The NASDAQ Stock Market LLC
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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:
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) As previously disclosed in the Proxy Statement on Schedule 14A of AquaBounty Technologies, Inc. (the “Company”) filed with the SEC on March 19, 2020 (the “Proxy Statement”), on March 3, 2020, the Board of Directors of the Company unanimously approved an amendment to the Company’s 2016 Equity Incentive Plan, as previously amended (the “2016 Plan”), to increase the number of shares of common stock authorized for issuance under the 2016 Plan from 900,000 shares to 1,900,000 shares (the “Plan Amendment”). No other changes were made by the Plan Amendment, and the Plan Amendment does not modify the number of shares held by, or the rights of, existing stockholders or participants in the 2016 Plan. A more detailed description of the material terms of the 2016 Plan, as amended by the Plan Amendment, was included in the Proxy Statement. On April 28, 2020, the stockholders of the Company approved the 2016 Plan, as amended by the Plan Amendment. The foregoing and the disclosure in the Proxy Statement are not complete summaries of the terms of the 2016 Plan and the Plan Amendment and are qualified by reference to the text of the 2016 Plan; Amendment No. 1 to the 2016 Plan, which was approved by the stockholders of the Company on April 30, 2019; and the Plan Amendment, which are included as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2020, the Company held its annual meeting of stockholders. At this meeting, the Company’s stockholders (i) elected each of the persons listed below as a director for a one-year term; (ii) ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) approved the 2016 Plan, as amended by the Plan Amendment.
Proposal 1 Election of Directors
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For
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Withheld
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Broker Non-Votes
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Richard J. Clothier
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19,728,591
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544,573
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4,711,180
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Alana D. Czypinski
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20,163,707
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109,457
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4,711,180
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Theodore J. Fisher
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20,178,134
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95,030
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4,711,180
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Richard L. Huber
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19,739,044
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534,120
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4,711,180
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Christine St.Clare
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20,188,187
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84,977
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4,711,180
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Rick Sterling
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20,180,938
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92,226
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4,711,180
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James C. Turk, Jr.
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20,184,561
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88,603
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4,711,180
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Sylvia Wulf
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20,188,735
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84,429
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4,711,180
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Proposal 2 Ratification of the Appointment of Wolf & Company, P.C. as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020
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For
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Against
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Abstain
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Broker Non-Votes
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24,857,443
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99,890
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27,011
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—
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Proposal 3 Approval of Our 2016 Equity Incentive Plan, as Further Amended, to Increase the Number of Authorized Shares of Our Common Stock, $0.001 Par Value Per Share, Issuable under the 2016 Equity Incentive Plan from 900,000 to 1,900,000
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For
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Against
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Abstain
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Broker Non-Votes
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17,994,211
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2,245,550
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33,403
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4,711,180
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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* Incorporated herein by reference as indicated.
† Management contract or compensatory plan or arrangement.
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.
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AquaBounty Technologies, Inc.
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(Registrant)
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April 29, 2020
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/s/ David A. Frank
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David A. Frank
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Chief Financial Officer
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AquaBounty Technologies, Inc.
Amendment No. 2 to the
AquaBounty Technologies, Inc.
2016 Equity Incentive Plan
AquaBounty Technologies, Inc.
2016 Equity Incentive Plan
AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), by action of its Board of Directors taken in accordance with the authority granted to it by Section 2(b)(vii) of the AquaBounty Technologies Inc. 2016 Equity Incentive Plan (the “Plan”), hereby amends the Plan in the following respect effective March 3, 2020:
1. By deleting Section 3(a) of the Plan and inserting in lieu thereof the following:
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a.
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Share Reserve
. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 1,900,000 shares (the “
Share Reserve
”).
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IN WITNESS WHEREOF, AquaBounty Technologies, Inc. has caused this instrument to be signed in its name by a duly authorized officer on this 3rd day of March, 2020.
AquaBounty Technologies, Inc.
By:
/s/ Angela M. Olsen
Angela M. Olsen
General Counsel and Secretary