false000160397800016039782023-08-012023-08-01

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) August 1, 2023

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

(Address of principal executive offices)

01754

(Zip Code)

978-648-6000

(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

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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    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 2.02 Results of Operations and Financial Condition.

On August 1, 2023, AquaBounty Technologies, Inc. issued a press release regarding its financial and corporate updates for the quarter ended June 30, 2023. 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 August 1, 2023, furnished herewith.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).



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 1, 2023

/s/ David A. Frank

David A. Frank

Chief Financial Officer

Exhibit 99.1

 

Picture 2

AquaBounty Technologies Announces Second Quarter 2023 Financial Results

MAYNARD, Mass., August 1, 2023 -- AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, today announced the Company’s financial results for the second quarter and six months ended June 30, 2023.

Second Quarter 2023 Highlights and Recent Developments

·

Generated $788 thousand in product revenue in the second quarter, a year-over-year decrease of 26% as compared to $1.1 million in the second quarter of 2022.

·

Net loss in the second quarter of 2023 was $6.5 million, as compared to $5.5 million in the second quarter of 2022.

·

Cash and cash equivalents and restricted cash totaled $43.8 million as of June 30, 2023, as compared to $102.6 million as of December 31, 2022.

Management Commentary

“Our second quarter results were impacted by a significant decline in market prices for Atlantic salmon, despite the fact that our Indiana farm had its highest quarterly output to date,” said Sylvia Wulf, Board Chair and Chief Executive Officer of AquaBounty.    The demand for our fish continues to exceed our supply and we continue to identify opportunities to increase our production to meet this demand.    

“We announced in early June that the Company was pausing the construction of our farm in Pioneer, Ohio due to a substantial increase in its estimated cost of completion.  The Company is currently evaluating both the cost estimate and our options for moving forward, including alternative financing solutions to bring the project to completion.  We previously announced our entry into a contractual commitment with a new construction firm who is assisting us in evaluating construction costs and who would lead construction of the facility going forward.

“Progress continues on the expansion of our broodstock and egg production capabilities at our farm on Prince Edward Island; and we continue to explore new business development opportunities which leverage our core strengths, and which could be applied to new species, including conventional salmon and other finfish, and new geographical territories worldwide. As always, I look forward to providing my fellow shareholders with an update in the near future,” concluded Wulf.

About AquaBounty

At AquaBounty Technologies, Inc. (NASDAQ: AQB), we believe we are a leader in land-based sustainable aquaculture from start to finish.  As a vertically integrated Company from broodstock to grow out, we are leveraging decades of expertise in fish breeding, genetics, and health & nutrition to deliver disruptive solutions that address food insecurity and climate change issues.  We are committed to feeding the world efficiently, sustainably and profitably. AquaBounty provides fresh Atlantic salmon to nearby markets by raising its fish in carefully monitored land-based fish farms through a safe, secure and sustainable process. The Company’s land-based Recirculating Aquaculture System (“RAS”) farms, including a grow-out farm located in Indiana, United States and a broodstock and egg production farm located on Prince Edward Island, Canada, are close to key consumption markets and are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. AquaBounty is raising nutritious salmon that is free of antibiotics and contaminants and provides a solution resulting in a reduced carbon footprint and no risk of pollution to marine ecosystems as compared to traditional sea-cage farming. For more information on AquaBounty, please visit www.aquabounty.com or follow us on Facebook,  Twitter,  LinkedIn and Instagram.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended, including regarding the timing of the contemplated bond financing; timing of construction; and expansion of potential business and partnership opportunities. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these statements because they involve significant risks and uncertainties about AquaBounty.


 

AquaBounty may use words such as “continue,” “moving forward,” “believe,” “will,” “may,” the negative forms of these words 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, among other things, the potential for additional delays and increased costs related to construction of our new farms and renovations to existing farms; a failure to raise additional capital to finance our activities on acceptable terms; an inability to produce and sell our products in sufficient volume and at acceptable cost and prices; any inability to protect our intellectual property and other proprietary rights and technologies; the effect of changes in applicable laws, regulations and policies; our ability to secure any necessary regulatory approvals; the degree of market acceptance of our products; our failure to retain and recruit key personnel; and the price and volatility of our common stock. Forward-looking statements speak only as of the date hereof, and, except as required by law, AquaBounty undertakes no obligation to update or revise these forward-looking statements. For information regarding the 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.

Company & Investor Contact:
AquaBounty Technologies
Dave Conley
Corporate Communications
(613) 294-3078

Media Contact:
Vince McMorrow
Fahlgren Mortine
(614) 906-1671
vince.mcmorrow@Fahlgren.com



 



 


 

AquaBounty Technologies, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)













 

 

 

 

 



 

June 30,

 

 

December 31,



2023

 

2022

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

42,842,280 

 

$

101,638,557 

Inventory

 

2,353,616 

 

 

2,276,592 

Prepaid expenses and other current assets

 

3,375,949 

 

 

2,133,583 

Total current assets

 

48,571,845 

 

 

106,048,732 



 

 

 

 

 

Property, plant and equipment, net

 

160,174,487 

 

 

106,286,186 

Right of use assets, net

 

205,565 

 

 

222,856 

Intangible assets, net

 

211,287 

 

 

218,139 

Restricted cash

 

1,000,000 

 

 

1,000,000 

Other assets

 

52,793 

 

 

64,859 

Total assets

$

210,215,977 

 

$

213,840,772 



 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

$

20,875,113 

 

$

12,000,592 

Accrued employee compensation

 

943,248 

 

 

1,021,740 

Current debt

 

2,406,147 

 

 

2,387,231 

Other current liabilities

 

4,586 

 

 

20,830 

Total current liabilities

 

24,229,094 

 

 

15,430,393 



 

 

 

 

 

Long-term lease obligations

 

200,979 

 

 

203,227 

Long-term debt, net

 

6,441,077 

 

 

6,286,109 

Total liabilities

 

30,871,150 

 

 

21,919,729 



 

 

 

 

 

Commitments and contingencies

 

 

 

 

 



 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 Common stock, $0.001 par value, 150,000,000 shares authorized at June 30, 2023

 

 

 

 

 

   and December 31, 2022; 71,345,649 and 71,110,713 shares outstanding at June 30,

 

 

 

 

 

   2023 and December 31, 2022, respectively

 

71,346 

 

 

71,111 

Additional paid-in capital

 

385,691,274 

 

 

385,388,684 

Accumulated other comprehensive loss

 

(401,002)

 

 

(516,775)

Accumulated deficit

 

(206,016,791)

 

 

(193,021,977)

Total stockholders' equity

 

179,344,827 

 

 

191,921,043 



 

 

 

 

 

Total liabilities and stockholders' equity

$

210,215,977 

 

$

213,840,772 




 

AquaBounty Technologies, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)











 

 

 

 

 

 

 

 

 

 

 



Three Months Ended
June 30,

 

Six Months Ended
June 30,



2023

 

2022

 

2023

 

2022

Revenues

 

 

 

 

 

 

 

 

 

 

 

Product revenues

$

788,430 

 

$

1,069,706 

 

$

1,186,276 

 

$

2,032,587 



 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

Product costs

 

3,790,878 

 

 

3,250,106 

 

 

7,350,118 

 

 

6,525,796 

Sales and marketing

 

194,254 

 

 

349,917 

 

 

392,539 

 

 

597,489 

Research and development

 

178,394 

 

 

208,292 

 

 

301,311 

 

 

375,481 

General and administrative

 

3,067,533 

 

 

2,831,930 

 

 

6,068,015 

 

 

5,208,166 

Total costs and expenses

 

7,231,059 

 

 

6,640,245 

 

 

14,111,983 

 

 

12,706,932 



 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(6,442,629)

 

 

(5,570,539)

 

 

(12,925,707)

 

 

(10,674,345)



 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(65,789)

 

 

(74,694)

 

 

(132,063)

 

 

(149,982)

Other (expense) income, net

 

(328)

 

 

109,191 

 

 

62,956 

 

 

176,559 

Total other (expense) income

 

(66,117)

 

 

34,497 

 

 

(69,107)

 

 

26,577 



 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(6,508,746)

 

$

(5,536,042)

 

$

(12,994,814)

 

$

(10,647,768)



 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

111,346 

 

 

(153,602)

 

 

115,773 

 

 

(70,697)

Unrealized gain on marketable securities

 

 —

 

 

121,796 

 

 

 —

 

 

7,731 

Total other comprehensive income (loss)

 

111,346 

 

 

(31,806)

 

 

115,773 

 

 

(62,966)



 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(6,397,400)

 

$

(5,567,848)

 

$

(12,879,041)

 

$

(10,710,734)



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.09)

 

$

(0.08)

 

$

(0.18)

 

$

(0.15)

Weighted average number of Common Shares -

 

 

 

 

 

 

 

 

 

 

 

basic and diluted

 

71,344,025 

 

 

71,068,671 

 

 

71,256,782 

 

 

71,036,562 




 

AquaBounty Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)







 

 

 

 

 



Six Months Ended
June 30,



2023

 

2022

Operating activities

 

 

 

 

 

Net loss

$

(12,994,814)

 

$

(10,647,768)

Adjustment to reconcile net loss to net cash used in

 

 

 

 

 

operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,066,476 

 

 

988,292 

Share-based compensation

 

302,825 

 

 

318,608 

Other non-cash charge

 

9,408 

 

 

14,860 

Changes in operating assets and liabilities:

 

 

 

 

 

Inventory

 

(74,789)

 

 

(661,090)

Prepaid expenses and other assets

 

(1,225,343)

 

 

(2,883,505)

Accounts payable and accrued liabilities

 

748,443 

 

 

1,705,335 

Accrued employee compensation

 

(78,492)

 

 

(91,140)

Net cash used in operating activities

 

(12,246,286)

 

 

(11,256,408)



 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of and deposits on property, plant and equipment

 

(46,586,998)

 

 

(30,472,704)

Maturities of marketable securities

 

 —

 

 

120,047,915 

Purchases of marketable securities

 

 —

 

 

(47,621,291)

Other investing activities

 

(3,263)

 

 

12,500 

Net cash (used in) provided by investing activities

 

(46,590,261)

 

 

41,966,420 



 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from issuance of debt

 

394,156 

 

 

42,338 

Repayment of term debt

 

(359,704)

 

 

(318,600)

Proceeds from the exercise of stock options and warrants

 

 —

 

 

1,538 

Net cash provided by (used in) financing activities

 

34,452 

 

 

(274,724)



 

 

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

5,818 

 

 

(1,387)

Net change in cash, cash equivalents and restricted cash

 

(58,796,277)

 

 

30,433,901 

Cash, cash equivalents and restricted cash at beginning of period

 

102,638,557 

 

 

89,454,988 

Cash, cash equivalents and restricted cash at end of period

$

43,842,280 

 

$

119,888,889 



 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash reported

 

 

 

 

 

in the consolidated balance sheet:

 

 

 

 

 

  Cash and cash equivalents

$

42,842,280 

 

$

118,888,889 

  Restricted cash

 

1,000,000 

 

 

1,000,000 

  Total cash, cash equivalents and restricted cash

$

43,842,280 

 

$

119,888,889 



 

 

 

 

 

Supplemental disclosure of cash flow information and non-cash transactions:

 

 

 

 

 

  Interest paid in cash

$

124,430 

 

$

141,490 

  Property and equipment included in accounts payable and accrued liabilities

$

18,682,066 

 

$

3,758,842 




v3.23.2
Document and Entity Information
Aug. 01, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 01, 2023
Entity Registrant Name AquaBounty Technologies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36426
Entity Tax Identification Number 04-3156167
Entity Address, Address Line One 2 Mill & Main Place
Entity Address, Address Line Two Suite 395
Entity Address, City or Town Maynard
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01754
City Area Code 978
Local Phone Number 648-6000
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol AQB
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001603978
Amendment Flag false

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