AQB 8-K/A
Aquabounty Technologies Inc (AQB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
(Amendment No.2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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
Explanatory Note
AquaBounty Technologies, Inc. (the “Company”) is filing this Amendment No. 2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2026 (the “Original Report”) solely to report the filing of a Certificate of Correction to the Certificate of Designations of the Company’s Series A Convertible Preferred Stock and to amend the disclosure under Item 3.03 of the Original Report accordingly. Except as expressly set forth herein, this Amendment No. 2 does not amend, update or restate any other information in the Original Report. Terms capitalized but not otherwise defined herein shall have the meanings ascribed to them in the Original Report.
Item 3.03. Material Modification to Rights of Security Holders.
As previously reported in the Original Report, on April 7, 2026, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.
On April 16, 2026, the Company filed a Certificate of Correction to the Certificate of Designations (the “Certificate of Correction”) with the Secretary of State of the State of Delaware pursuant to Section 103 of the Delaware General Corporation Law. The Certificate of Correction corrects a scrivener’s error in Section 8.1(a) of the Certificate of Designations relating to the initial conversion price of the Series A Convertible Preferred Stock.
As corrected, the initial conversion price per share of the Series A Convertible Preferred Stock is $0.9129, subject to adjustment as provided in the Certificate of Designations. The Certificate of Designations previously stated that the initial conversion price was equal to the Liquidation Value of $18.2580 per share. The Company confirms that no other terms, rights, preferences, privileges or limitations of the Series A Convertible Preferred Stock were modified, amended or affected by the Certificate of Correction.
The following is a summary of the material terms of the Series A Preferred Stock, as corrected by the Certificate of Correction:
Ranking. The Series A Preferred Stock ranks senior to the Company’s common stock and all other junior equity securities with respect to dividends and distributions upon liquidation, dissolution or winding up.
Dividends. Dividends will accrue on each share of Series A Preferred Stock at the rate of 18.0% per annum on a quarterly basis in arrears, calculated solely on the Liquidation Value (as defined below). Dividends are payable in cash when declared on a bi-annual schedule (the last day of October and April), and the Board may permit dividends to accumulate rather than be paid on a Dividend Payment Date, subject to applicable law and exchange rules. No dividends (including accrued or accumulated dividends) may be payable or settleable in shares of common stock unless such issuance is permitted under applicable exchange rules.
Partial dividend payments. If the Company pays less than the full amount of accrued and accumulated dividends, the amount paid must be distributed pro rata among holders based on the accrued and accumulated but unpaid dividends on the shares held by each holder.
Liquidation preference / Change of Control. Upon any liquidation, dissolution or winding up, holders of Seres A Preferred Stock are entitled to receive, before any distribution to junior securities, at the holder’s election, either (i) cash or (ii) non-cash consideration valued at fair market value as determined by the board in good faith, in each case equal to the aggregate Liquidation Value plus all unpaid accrued and accumulated dividends (whether or not declared). A change of control is treated as a liquidation and triggers the same preference. The Series A Preferred Stock is non-participating.
Liquidation Value. The Liquidation Value per share is $18.2580, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions affecting the Series A Preferred Stock.
Voting. Each share of Series A Preferred Stock votes together with the Common Stock as a single class on all matters submitted to stockholders, with each share having a number of votes equal to the number of shares of common stock into which it is then convertible (as of the applicable record date).
Protective provisions. Without the prior written consent of holders of at least two-thirds of the outstanding Series A Preferred Stock voting as a separate class, the Company may not, among other things, authorize any security senior to the Series A Preferred Stock, make certain charter/bylaw/Series A Preferred Stock amendments, or redeem/repurchase or pay dividends/distributions on capital stock, subject to the exceptions stated in the Certificate of Designations.
Conversion. Shares of Series A Preferred Stock are convertible at any time at the holder’s election into shares of common stock based on the conversion price per share, which is initially $0.9129 (the “Conversion Price”). In addition, subject to compliance with applicable exchange rules, the Company’s Board of Directors may elect to defer payment of dividends on the Series A Preferred Stock, and such accrued and unpaid dividends may be converted into shares of common stock based on the applicable Conversion Price.
Redemption. After the closing of a debt or equity financing resulting in proceeds to the Company in excess of $20,000,000, holders representing at least a two-thirds “Supermajority Interest” may require the Company to redeem all (but not less than all) outstanding shares for a per-share price equal to the applicable Liquidation Value plus all unpaid accrued and accumulated dividends (whether or not declared), subject to legally available funds. The redemption must occur within 90 days after the Company receives the election notice, and each holder may instead elect to convert its shares before the conversion election deadline specified in the redemption notice.
Insufficient funds / nonpayment. If the Company lacks legally available funds on the redemption date, it must redeem the maximum number of shares it can redeem pro rata among holders and use later-available funds to redeem the remainder. If the Company does not pay the full redemption price when due, the unpaid amount bears interest at 18.0% per annum, and the unredeemed shares remain outstanding with continuing rights as provided in the Certificate of Designations.
Breach remedies. Specified events constitute a “Series A Preferred Stock Breach,” including failure to pay dividends when due, failure to make redemption or liquidation payments when due, breach of the protective provisions, and certain bankruptcy/insolvency events. During a continuing breach, the dividend rate increases by 3.0% per annum until cured, and upon certain bankruptcy/insolvency events all outstanding shares become subject to automatic redemption for the Series A redemption price to the extent permitted by law.
The foregoing description of the Certificate of Designations, as corrected by the Certificate of Correction, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, as corrected by the Certificate of Correction, which is filed as Exhibit 3.1 to this Form 8-K/A and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth under Item 3.03 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.
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| AquaBounty Technologies, Inc. |
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| (Registrant) |
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Date: April 16, 2026 |
| /s/ David A. Frank |
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| David A. Frank |
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| Interim Chief Executive Officer, Chief Financial Officer and Treasurer |
Exhibit 3.1
Delaware Page 1 The First State I, CHARUNI P AT IBAND A-SANCHEZ , SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF " AQUABOUNTY TECHNOLOGIES, INC. ", FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF APRIL, A.D. 2026, AT 11:15 OCLocx A.M. 2282110 8100 SR# 20261841607 Charuni Patibanda-Sanchez, Secretary of State Authentication: 203662711 Date: 04-16-26 You may verify this certificate online at corp.delaware.gov/authver.shtml
State of Delaware Secretary of State Division of Corporations Delivered 11:15 AM 04/16/2026 FILED 11:15 AM 04/16/2026 SR 20261832203 - File Number 2282110 STATE OF DELAWARE CERTIFICATE OF CORRECTION TO tLaaFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF AQUABOUNTY TECHNOLOGIES, INC. AquaBounty Technologies, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The name of the corporation is AquaBounty Technologies, Inc. 2. A Certificate of Designations of the Series A Convertible Preferred Stock of the Corporation (the “Certifícate of Designations”) was filed with the Secretary of State of Delaware on April 7, 2026. The Certificate of Designations requires correction as permitted by Section 103 of the General Corporation of the State of Delaware. 3. The inaccuracy or defect of the Certificate of Designations is as follows: Due to a scrivener’s error, in Section 8.1(a), the Certificate of Designations provides for an initial conversion price per share for conversion of the Series A Preferred Stock into Common Stock of the Corporation (the “Conversion Price”) equal to the Liquidation Value, defined in the Certificate of Designations to be 18.2580, rather than a Conversion Price of 0.9129. 4. The last sentence of Section 8.1(a) of the Certificate of Designations is corrected to read in its entirety as follows: The initial conversion price per Share (the “Conversion Price”) shall be 0.9129, subject to adjustment as applicable in accordance with Section 8.6 below.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by its duly authorized officer on this 16th day of April, 2026. AquaBounty Technologies, Inc. Name: David A. Frank Title: Interim Chief Executive Officer
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Certificate of Designations of Series A Convertible Preferred Stock of AquaBounty Technologies, Inc.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware, AquaBounty Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:
WHEREAS, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series; and
WHEREAS it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences, and limitations of the shares of such new series.
NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows:
“Board” has the meaning set forth in the Recitals.
“Certificate of Designation” has the meaning set forth in the Recitals.
“Certificate of Incorporation” has the meaning set forth in the Recitals.
“Change of Control” means any transaction by which another Person acquires Common Stock or any merger, consolidation, recapitalization, or reorganization of the Corporation with or into another Person (whether or not the Corporation is the surviving corporation), in each case that results in the inability of the holders of Common Stock (or other voting stock of the Corporation) immediately prior to such stock transaction, merger, consolidation, recapitalization, or reorganization to designate or elect any members of the board of directors (or its equivalent) of the resulting entity or its parent company.
“Common Stock” means the common stock, par value $0.001 per share, of the Corporation.
“Common Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any of its wholly owned Subsidiaries.
“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.
“Corporation” has the meaning set forth in the Preamble.
“Conversion Price” has the meaning set forth in Section 8.1(a).
“Conversion Shares” means the shares of Common Stock issuable upon conversion of the Series A Preferred Stock in accordance with the terms of Section 8.
“Date of Issuance” means, for any Share of Series A Preferred Stock, the date on which the Corporation initially issues such Share (without regard to any subsequent transfer of such Share or reissuance of the certificate(s) representing such Share).
“Deemed Liquidation” has the meaning set forth in Section 5.1(b)
“Dividend Payment Date” has the meaning set forth in Section 4.1.
“Junior Securities” means, collectively, the Common Stock and any other class of equity securities of the Corporation.
“Liquidation” has the meaning set forth in Section 5.1(a).
“Liquidation Value” means, with respect to any Share on any given date, $18.2580 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock).
“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
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“Preferred Stock” has the meaning set forth in the Recitals.
“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.
“Series A Conversion Election Date” has the meaning set forth in Section 7.2.
“Series A Election Notice” has the meaning set forth in Section 7.1.
“Series A Preferred Stock” has the meaning set forth in Section 1.
“Series A Preferred Stock Breach” has the meaning set forth in Section 9.1.
“Series A Redemption” has the meaning set forth in Section 7.1.
“Series A Redemption Date” has the meaning set forth in Section 7.2.
“Series A Redemption Notice” has the meaning set forth in Section 7.2.
“Series A Redemption Price” has the meaning set forth in Section 7.1.
“Share” means a share of Series A Preferred Stock.
“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.
“Supermajority Interest” has the meaning set forth in Section 6.2.
Shares shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Junior Securities. Notwithstanding anything herein to the contrary, no dividends (including accrued or accumulated dividends) shall be payable or settleable in shares of Common Stock unless such issuance of shares is in accordance with and permitted under Nasdaq Listing Rule 5635(d) without stockholder approval (or stockholder approval has been obtained). |
amounts payable on or with respect to such Shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of Junior Securities. |
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(b) increase or decrease the number of authorized shares of any series of Preferred Stock or authorize the issuance of or issue any shares of Preferred Stock that
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rank superior to the Series A Preferred Stock in rights, preferences, or privileges (including with respect to dividends, liquidation, redemption, or voting); |
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(a) the number of Shares of Series A Preferred Stock held by the holder that the Corporation shall redeem on the Series A Redemption Date specified in the Series A Redemption Notice; |
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(d) the manner and place designated for surrender by the holder to the Corporation of his, her or its certificate or certificates representing the Shares of Series A Preferred Stock to be redeemed. |
accumulation of dividends thereon as provided in Section 4, (b) interest on the portion of the aggregate Series A Redemption Price applicable to the unredeemed Shares shall accrue daily in arrears at a rate equal to 18.0% per annum and, for the avoidance of doubt, there shall be no additional dividend accrual during such period, and (c) the holders of the unredeemed Shares shall have the remedies set forth in Section 9.2. |
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(c) Primary Market Limitation. Unless stockholder approval is not required by the applicable rules of the applicable securities exchange for issuances of Common Stock upon conversion of the Series A Preferred Stock in excess of the Primary Market Limitation (as defined below), or the Corporation has obtained such approval, the Corporation shall not effect any conversion of the Series A Preferred Stock, and a holder of the Series A Preferred Stock shall not have the right to receive dividends hereunder or convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends hereunder or conversion set forth on the applicable Notice of Conversion, such holder would have received in respect of its shares of Series A Preferred Stock in excess of its pro rata share of the Primary Market Limitation (as defined below). For purposes of the foregoing sentence, such holder’s pro rata share of the Primary Market Limitation shall be equal to (i) the original purchase price paid to the Corporation for all the shares of Series A Preferred Stock acquired by such holder (and not subsequently disposed of, other than pursuant to a conversion hereunder),
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divided by (ii) the aggregate original purchase price paid to the Corporation for all the outstanding shares of Series A Preferred Stock and all other securities aggregated with the Series A Preferred Stock for the purposes of the applicable rules of the applicable securities exchange. The “Primary Market Limitation” shall be 19.99% of the number of shares of the Common Stock outstanding immediately before the first sale of Series A Preferred Stock (or the first sale of any other securities aggregated with the Series A Preferred Stock for the purposes of the applicable rules of the applicable securities exchange, if earlier). The limitations contained in this paragraph shall apply to a successor holder of the Series A Preferred Stock. |
any time combines (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Series A Preferred Stock shall be proportionately decreased. Any adjustment under this Section 8.6(a) shall become effective at the close of business on the date the dividend, subdivision, or combination becomes effective. |
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(ii) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation or any consolidation or merger of the Corporation with or into another Person; or |
then, and in each such case, the Corporation shall send or cause to be sent to each holder of record of Series A Preferred Stock at the address specified for such holder in the books and records of the Corporation (or at such other address as may
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be provided to the Corporation in writing by such holder) at least ten (10) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent, or other right or action, and a description of such dividend, distribution, or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, dissolution, liquidation, or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Corporation shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dissolution, liquidation, or winding-up, and the amount per share and character of such exchange applicable to the Series A Preferred Stock and the Conversion Shares.
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(a) Nonpayment of Dividends. The failure of the Corporation to pay any dividend when due pursuant to Section 4.1, whether or not such payment is legally permissible or is otherwise prohibited. |
or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. |
Corporation has obtained the prior written consent of the holders in accordance with this Section 12. |
[signature page follows]
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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its authorized signatory as of April 7, 2026.
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AquaBounty Technologies, Inc. |
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By:___ |
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0147620.0810887 4906-1328-9885v5
[Signature Page to Certificate of Designation – AquaBounty Technologies, Inc.]