Document


 
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)
May 9, 2017
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.)
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))
Item 2.02  Results of Operations and Financial Condition.
On May 9, 2017, AquaBounty Technologies, Inc. (the “Company”) issued a press release regarding its financial and operational results for the quarter ended March 31, 2017. 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
99.1
 
Press release issued by AquaBounty Technologies, Inc. on May 9, 2017, furnished herewith.
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)
May 9, 2017
 
/s/ David A. Frank
 
 
David A. Frank
 
 
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
 
Description
99.1
 
Press release issued by AquaBounty Technologies, Inc. on May 9, 2017, furnished herewith.



Exhibit


AquaBounty Technologies, Inc.
Results for the quarter ended March 31, 2017
MAYNARD, Massachusetts, May 9, 2017 - AquaBounty Technologies, Inc. (NASDAQ: AQB; AIM: ABTU) (“AquaBounty” or the “Company”), a biotechnology company focused on enhancing productivity in the aquaculture market and a majority-owned subsidiary of Intrexon Corporation (NYSE: XON), announces the Company’s financial results for the quarter ended March 31, 2017.
Financial and Operational Summary:
Completed a US$25.0 million equity subscription with Intrexon Corporation
Implemented a 1-for-30 reverse share split and completed the listing of the Company’s common shares on the NASDAQ Capital Market
Continued to progress the Company’s renovation plans at Rollo Bay and submitted a follow-on request to authorities to construct a broodstock facility and a grow-out facility on the site
Seeking shareholder approval to de-list the Company’s common shares from trading on AIM
Ronald Stotish, Chief Executive Officer of AquaBounty, stated: “We are pleased by the progress we’ve made during the first quarter on our 2017 goals. We completed the listing of our common shares on the NASDAQ Capital Market, aided by the infusion of $25.0 million in new equity from Intrexon. This has allowed us to continue with, and expand upon, our plans to renovate the former Atlantic Sea Smolt plant in Rollo Bay on Prince Edward Island. We have submitted an application to the provincial regulatory authorities for the construction of a broodstock facility to house our non-transgenic Atlantic salmon stock and a 250 metric ton recirculating aquaculture system (“RAS”) facility to grow out our AquAdvantage® Salmon. We see this as the first step in our commercialization plan. We are also continuing to search for sites to establish our first RAS grow-out facility in the United States, and we expect to complete this process this year.”
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding the nature of and progress toward the Company’s commercialization plan; the anticipated progress to be made by the Company during 2017; the completion of the Rollo Bay renovations and the regulatory approval for, and construction of, a broodstock facility and grow-out unit; and the establishment of a grow-out facility in the United States. 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, we undertake no obligation to update or revise these forward-looking statements. For additional information regarding these and other risks faced by us, 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.
Enquiries:
Generally
AquaBounty Technologies, Inc.
David A. Frank, Chief Financial Officer    +1 978 648 6000
AIM Investors
Stifel Nicolaus Europe Limited
Stewart Wallace    +44 20 7710 7600
Luther Pendragon
Harry Chathli, Claire Norbury    +44 20 7618 9100

1



AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
 
 
As of
 
 
March 31,
 
December 31,
 
 
2017
 
2016
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
25,472,604

 
$
3,324,609

Certificate of deposit
 
10,749

 
10,666

Other receivables
 
92,455

 
164,743

Inventory
 
101,046

 

Prepaid expenses and other current assets
 
264,228

 
72,983

Total current assets
 
25,941,082

 
3,573,001

 
 
 
 
 
Property, plant and equipment, net
 
2,199,311

 
1,723,707

Definite-lived intangible assets, net
 
195,273

 
198,698

Indefinite-lived intangible assets
 
191,800

 
191,800

Other assets
 
21,628

 
21,628

Total assets
 
$
28,549,094

 
$
5,708,834

 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
784,662

 
$
1,017,851

Current debt
 
18,249

 
17,913

Total current liabilities
 
802,911

 
1,035,764

 
 
 
 
 
Long-term debt
 
2,786,839

 
2,645,015

Total liabilities
 
3,589,750

 
3,680,779

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock, $0.001 par value, 200,000,000 shares authorized;
 
 
 
 
8,885,009 (2016: 6,463,936) shares outstanding
 
8,885

 
6,464

Additional paid-in capital
 
126,580,621

 
101,581,724

Accumulated other comprehensive loss
 
(300,558
)
 
(286,272
)
Accumulated deficit
 
(101,329,604
)
 
(99,273,861
)
Total stockholders’ equity
 
24,959,344

 
2,028,055

 
 
 
 
 
Total liabilities and stockholders’ equity
 
$
28,549,094

 
$
5,708,834


2



AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
 
 
 
 
 
Costs and expenses
 
 
 
 
Sales and marketing
 
$
208,288

 
$
201,377

Research and development
 
720,022

 
815,257

General and administrative
 
1,120,788

 
779,525

Total costs and expenses
 
2,049,098

 
1,796,159

 
 
 
 
 
Operating loss
 
(2,049,098
)
 
(1,796,159
)
 
 
 
 
 
Other income (expense)
 
 
 
 
Gain on disposal of equipment
 

 
2,861

Interest expense
 
(5,280
)
 
(24,306
)
Other income (expense), net
 
(1,365
)
 
(1,373
)
Total other income (expense)
 
(6,645
)
 
(22,818
)
 
 
 
 
 
Net loss
 
$
(2,055,743
)
 
$
(1,818,977
)
 
 
 
 
 
Other comprehensive loss:
 
 
 
 
Foreign currency translation loss
 
(14,286
)
 
(96,993
)
Total other comprehensive loss
 
(14,286
)
 
(96,993
)
 
 
 
 
 
Comprehensive loss
 
$
(2,070,029
)
 
$
(1,915,970
)
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.24
)
 
$
(0.35
)
Weighted average number of common shares -
 
 
 
 
basic and diluted
 
8,400,795

 
5,248,306

 
 
 
 
 

3