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) | |||||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
| (Former name or former address, if changed since last report.) | ||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
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 ☒
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 8.01 Other Events.
As previously reported, on August 7, 2020, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC, as the
representatives of the underwriters named therein (the “Underwriters”), relating to the underwritten public offering (the “Offering”) of (i) 11 million shares of the Company’s common stock (the “Firm Shares”) at a public offering price of $2.50 per share and (ii) up to an additional 1.65 million shares of the Company’s common stock (the “Option Shares”) pursuant to an over-allotment option granted to the Underwriters, exercisable for 30 days, at the same public offering price.
On August 17, 2020, the Underwriters fully exercised their option to purchase the 1.65 million Option Shares. On April 20, 2020, the Company consummated the sale of the 1.65 million Option Shares at the public offering price of $2.50 per share, generating gross proceeds of approximately $4.125 million. After deducting underwriting discounts and commissions, the net proceeds to the Company from the sale of the Option Shares were approximately $3.929 million.
The Offering and sale of the Firm Shares and the Option Shares was made pursuant to a prospectus supplement dated August 7, 2020, which is part of the Company’s Registration Statement on Form S-3 (File No. 333-224184), which was filed on April 6, 2018; amended on April 23, 2018; and declared effective by the Securities and Exchange Commission on April 27, 2018.
On August 20, 2020, the Company issued a press release regarding the sale of the Option Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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 20, 2020 | /s/ David A. Frank | |||||||
| David A. Frank | ||||||||
| Chief Financial Officer | ||||||||
AquaBounty Technologies, Inc. Announces Full Exercise of Over-Allotment Option
MAYNARD, MASS. - August 20, 2020 - AquaBounty Technologies, Inc. (Nasdaq: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, today announced the closing of the sale of 1.65 million shares of the Company’s common stock (the “Option Shares”). The Option Shares were sold pursuant to the Underwriting Agreement dated August 7, 2020 (the “Underwriting Agreement”), between the Company and the underwriters in the public offering of 11 million shares of the Company’s common stock that closed on August 11, 2020 (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 1.65 million shares of the Company’s common stock at the public offering price of $2.50 per share, and the Option Shares were sold at the public offering price, less underwriting discounts and commissions. The gross proceeds to AquaBounty from the sale of the Option Shares were approximately $4.125 million, and the gross proceeds to AquaBounty from the sale of the Option Shares and the Offering together were approximately $31.625 million, in each case before deducting underwriting discounts and commissions and estimated offering expenses payable by AquaBounty.
Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC acted as joint book-running managers for this offering. National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NASDAQ: NHLD), acted as co-manager for the offering.
The Company currently intends to use the net proceeds of this offering for working capital costs and general corporate purposes, including potentially purchasing land and towards costs associated with the construction or site development for a new production farm.
A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on April 27, 2018. A final prospectus supplement describing the terms of the offering was filed with the SEC on August 10,2020, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by calling (212) 667-8563, or by emailing EquityProspectus@opco.com; or Lake Street Capital Markets, LLC, Attention: Syndicate Department, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, or by calling (612) 326-1305, or by emailing syndicate@lakestreetcm.com; or at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About AquaBounty
AquaBounty Technologies, Inc. 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.
The Company’s AquAdvantage fish program is based upon a single, specific molecular modification in fish that results in more rapid growth in early development. With aquaculture facilities located in Prince Edward Island, Canada, and Indiana, USA, AquaBounty is raising its disease-free, antibiotic-free salmon in land-based recirculating aquaculture systems, offering a reduced carbon footprint and no risk of pollution of marine ecosystems as compared to traditional sea-cage farming.
Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended, that involve significant risks and uncertainties about AquaBounty, including but not limited to statements with respect to the use of proceeds of the underwritten offering of common stock. AquaBounty may use words such as “expect,” “anticipate,” “project,” “intend,” “plan,” “aim,” “believe,” “seek,” “estimate,” “can,” “focus,” “will,” and “may” and similar expressions to identify such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, whether or not AquaBounty will be able to raise additional
capital, market and other conditions, AquaBounty’s business and financial condition, and the impact of general economic, public health, industry or political conditions in the United States or internationally. For additional disclosure regarding these and other risks faced by AquaBounty, see disclosures contained in AquaBounty’s public filings with the SEC, including the “Risk Factors” in the company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and prospectus supplement for this offering. You should consider these factors in evaluating the forward-looking statements included in this press release and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and AquaBounty undertakes no obligation to update such statements as a result of new information, except as required by law.
Contact
AquaBounty Technologies, Inc.
Dave Conley, Director of Communications
+1 613 294 3078