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) October 23, 2026

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

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.    o

Item 8.01 Other Events.

As previously reported, on October 7, 2026, AquaBounty Technologies, Inc. (the “Company”) entered into conversion agreements with the holders of all outstanding shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), under which all outstanding shares of Preferred Stock would automatically convert into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon the effectiveness of the Company’s registration statement on Form S-3 covering the resale of those shares.

On October 23, 2026, the Securities and Exchange Commission declared the Company’s Registration Statement on Form S-3 effective. Accordingly, on that date, all 263,753 outstanding shares of Series A Preferred Stock and all 109,223 outstanding shares of Series B Preferred Stock automatically converted into an aggregate of 8,077,043 shares of Common Stock, consisting of 5,771,929 shares issued upon conversion of the Series A Preferred Stock and 2,305,114 shares issued upon conversion of the Series B Preferred Stock. Following the conversion, no shares of Preferred Stock remain outstanding.

Following the conversion, there were 13,291,953 shares of Common Stock outstanding as of October 23, 2026.

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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.