8-K
AQUABOUNTY TECHNOLOGIES INC (AQB)
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 4, 2021
AquaBounty Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36426 | 04-3156167 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>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 x
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 May 4, 2021, AquaBounty Technologies, Inc. issued a press release regarding its financial and operational results for the quarter ended March 31, 2021. 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 4, 2021, 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 4, 2021 | /s/ David A. Frank |
| David A. Frank | |
| Chief Financial Officer |
99.1 Earnings Release 05-04-2021
Exhibit 99.1
AquaBounty Technologies Announces First Quarter 2021 Financial Results
MAYNARD, Mass., May 4, 2021 -- 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 its fiscal first quarter ended March 31, 2021.
First Quarter 2021 Key Highlights | · | Fortified balance sheet with $127.1 million in gross proceeds from the closing of an underwritten public offering of common stock in February, to provide further financing for Farm 3 and corporate working capital. | | --- | --- | | · | Appointed veteran Atlantic salmon sales and marketing executive Dennis Bryant as the Company’s Director of Sales, who will oversee all aspects of building and servicing AquaBounty’s customer partnerships. | | --- | --- | | · | Participated in key investor conferences to improve visibility within the investment community, including the Canaccord Genuity 2021 Virtual Sustainability Conference, the H.C. Wainwright Global Life Sciences Conference, and the upcoming Oppenheimer Emerging Growth Conference. | | --- | --- |
Management Commentary
“During the first quarter of 2021, we completed the setup of our commercial framework and we are now preparing for the first commercial scale harvest of our genetically engineered (“GE”) salmon, which we expect to begin this month,” said Sylvia Wulf, Chief Executive Officer of AquaBounty. “The appointment of Dennis Bryant as our Director of Sales is a critical step in our commitment to customer satisfaction, and we are confident that all key processes are in place for the launch of our fish during May.
“We are looking forward to a successful commercial launch of our GE salmon, which will mark a tremendous milestone that has been decades in the making. We have the experience, capital and technology necessary to succeed, and the warm reception from our potential customers has fortified our belief that AquaBounty represents the next-evolution of land-based salmon farming. We remain focused on continued execution in the weeks and months ahead as we strive to create sustainable, long-term value for our shareholders.
“After successful sampling efforts of our GE salmon with widely respected seafood distributors and other interested groups in the first quarter, we began the customer onboarding process, which focused on finalizing planning and allocations for our impending first harvest. Our GE salmon was well received in sampling, and our sales team is very optimistic regarding near-term demand expectations, considering the resurgence of the food service industry as COVID-19 concerns begin to dissipate and consumers return to restaurants.
“We raised $127.1 million in gross proceeds in a public offering of equity in February to further finance the construction of our next farm with a planned capacity of 10,000 metric tons, which will greatly increase the Company’s growing capacity. We are currently in due diligence on the final site location and expect to commence construction later this year and commercial production in 2023. Ahead of these rigorous efforts, we have made substantial progress on the farm design with our engineering and RAS technology partners, ensuring we have an efficient, replicable facility design that will serve us for years to come,” concluded Wulf.
First Quarter 2021 Financial Summary | · | Revenue in the first quarter of 2021 was $74 thousand, as compared to $7 thousand in in the same period of the prior year. Revenue was impacted by the continued effects of the COVID-19 pandemic on demand in the food service industry, which has started to reemerge as vaccines become more widely available. | | --- | --- | | · | Operating expenses in the first quarter of 2021 were $4.2 million, as compared to $3.1 million in the same period of the prior year. The increase in operating expenses was primarily due to production and headcount increases at the Company’s two farms. | | --- | --- | | · | Net loss in the first quarter of 2021 was $4.2 million, as compared to $3.1 million in the same period of the prior year. | | --- | --- |
| · | Cash, cash equivalents and restricted cash were $211.4 million as of March 31, 2021, compared with $96.3 million as of December 31, 2020. The Company fortified its balance sheet with $127.1 million in gross proceeds from a public offering of common stock in February. |
| --- | --- |
About AquaBounty
AquaBounty Technologies, Inc. (NASDAQ: AQB) 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 help 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 genetically engineered salmon program is based upon a single, specific molecular modification in salmon that results in more rapid growth in early development. With aquaculture farms located in Prince Edward Island, Canada, and Indiana, United States, AquaBounty is raising salmon that is free of antibiotics and other contaminants, in land-based Recirculating Aquaculture Systems (“RAS”) which are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. AquaBounty’s solution offers a reduced carbon footprint and no risk of pollution of marine ecosystems, as compared to traditional sea-cage farming. For more information, please visit www.aquabounty.com.
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 completion, timing, size, and 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.
Company Contact: AquaBounty Technologies Dave Conley Corporate Communications (613) 294-3078
Investor Relations: Greg Falesnik or Luke Zimmerman MZ Group - MZ North America (949) 259-4987 AQB@mzgroup.us
AquaBounty Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
| | |||
|---|---|---|---|
| | |||
| | December 31, | ||
| | 2020 | ||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 210,899,434 | $ | 95,751,160 |
| Inventory | 2,106,473 | 1,525,377 | |
| Prepaid expenses and other current assets | 470,961 | 405,370 | |
| Total current assets | 213,476,868 | 97,681,907 | |
| | |||
| Property, plant and equipment, net | 27,904,874 | 26,930,338 | |
| Right of use assets, net | 327,386 | 341,997 | |
| Intangible assets, net | 242,120 | 245,546 | |
| Restricted cash | 500,000 | 500,000 | |
| Other assets | 84,685 | 76,715 | |
| Total assets | 242,535,933 | $ | 125,776,503 |
| | |||
| Liabilities and stockholders' equity | |||
| Current liabilities: | |||
| Accounts payable and accrued liabilities | 1,555,066 | $ | 1,760,103 |
| Other current liabilities | 62,765 | 62,483 | |
| Current debt | 378,791 | 259,939 | |
| Total current liabilities | 1,996,622 | 2,082,525 | |
| | |||
| Long-term lease obligations | 274,232 | 290,327 | |
| Long-term debt | 8,622,436 | 8,528,490 | |
| Total liabilities | 10,893,290 | 10,901,342 | |
| | |||
| Commitments and contingencies | |||
| | |||
| Stockholders' equity: | |||
| Common stock, 0.001 par value, 80,000,000 shares authorized; | |||
| 70,983,145 (2020: 55,497,133) shares outstanding | 70,983 | 55,497 | |
| Additional paid-in capital | 384,459,964 | 263,629,116 | |
| Accumulated other comprehensive loss | (187,219) | (267,258) | |
| Accumulated deficit | (152,701,085) | (148,542,194) | |
| Total stockholders' equity | 231,642,643 | 114,875,161 | |
| | |||
| Total liabilities and stockholders' equity | 242,535,933 | $ | 125,776,503 |
All values are in US Dollars.
AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | | | | | | --- | --- | --- | --- | --- | | | Three Months Ended March 31, | | | | | | 2021 | | 2020 | | | Revenues | | | | | | Product revenues | $ | 74,372 | $ | 6,753 | | | | | | | | Costs and expenses | | | | | | Product costs | | 1,554,655 | | 841,434 | | Sales and marketing | | 318,635 | | 50,788 | | Research and development | | 500,620 | | 568,762 | | General and administrative | | 1,785,510 | | 1,637,190 | | Total costs and expenses | | 4,159,420 | | 3,098,174 | | | | | | | | Operating loss | | (4,085,048) | | (3,091,421) | | | | | | | | Other income (expense) | | | | | | Interest expense | | (78,804) | | (17,045) | | Other income (expense), net | | 4,961 | | (1,152) | | Total other income (expense) | | (73,843) | | (18,197) | | | | | | | | Net loss | $ | (4,158,891) | $ | (3,109,618) | | | | | | | | Other comprehensive income (loss): | | | | | | Foreign currency translation income (loss) | | 80,039 | | (381,985) | | Total other comprehensive income (loss) | | 80,039 | | (381,985) | | | | | | | | Comprehensive loss | $ | (4,078,852) | $ | (3,491,603) | | | | | | | | | | | | | | Basic and diluted net loss per share | $ | (0.06) | $ | (0.11) | | Weighted average number of common shares - | | | | | | basic and diluted | | 64,550,920 | | 27,116,754 |
AquaBounty Technologies, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | --- | --- | --- | --- | --- | | | Three Months Ended March 31, | | | | | | 2021 | | 2020 | | | Operating activities | | | | | | Net loss | $ | (4,158,891) | $ | (3,109,618) | | Adjustment to reconcile net loss to net cash used in | | | | | | operating activities: | | | | | | Depreciation and amortization | | 422,185 | | 347,859 | | Share-based compensation | | 129,715 | | 205,353 | | Other non-cash charge | | 4,203 | | — | | Changes in operating assets and liabilities: | | | | | | Inventory | | (577,154) | | (610,200) | | Prepaid expenses and other assets | | (63,966) | | (107,922) | | Accounts payable and accrued liabilities | | (274,486) | | 339,818 | | Net cash used in operating activities | | (4,518,394) | | (2,934,710) | | | | | | | | Investing activities | | | | | | Purchase of property, plant and equipment | | (1,208,183) | | (691,351) | | Proceeds from sale of asset held for sale | | — | | 98,000 | | Proceeds from legal settlement, net | | — | | 1,014,008 | | Other investing activities | | (11,010) | | (1,307) | | Net cash (used in) provided by investing activities | | (1,219,193) | | 419,350 | | | | | | | | Financing activities | | | | | | Proceeds from issuance of debt | | 187,120 | | — | | Repayment of term debt | | (38,885) | | (39,391) | | Proceeds from the issuance of common stock, net | | 119,120,437 | | 14,521,704 | | Proceeds from the exercise of stock options and warrants, net | | 1,596,182 | | — | | Net cash provided by financing activities | | 120,864,854 | | 14,482,313 | | | | | | | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | 21,007 | | (15,951) | | Net change in cash, cash equivalents and restricted cash | | 115,148,274 | | 11,951,002 | | Cash, cash equivalents and restricted cash at beginning of period | | 96,251,160 | | 2,798,744 | | Cash, cash equivalents and restricted cash at end of period | $ | 211,399,434 | $ | 14,749,746 | | | | | | | | Reconciliation of cash, cash equivalents and restricted cash reported | | | | | | in the consolidated balance sheet: | | | | | | Cash and cash equivalents | $ | 210,899,434 | $ | 14,749,746 | | Restricted cash | | 500,000 | | — | | Total cash, cash equivalents and restricted cash | $ | 211,399,434 | $ | 14,749,746 | | | | | | | | Supplemental disclosure of cash flow information and | | | | | | non-cash transactions: | | | | | | Interest paid in cash | $ | 73,685 | $ | 17,045 | | Property and equipment included in accounts payable and accrued liabilities | $ | 82,068 | $ | 257,884 |