Aquabounty Technologies Inc 8-K, filed Mar 10, 2020
Aquabounty Technologies Inc (AQB)
8-K
2020-03-10
For: 2020-03-10
View Original
Added on
July 04, 2026
About this 8-K
Aquabounty Technologies Inc filed this 8-K on March 10, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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) | March 10, 2020 |
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.) |
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:
[ ] | 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)) |
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On March 10, 2020, AquaBounty Technologies, Inc. issued a press release regarding its financial and operational results for the year ended December 31, 2019. 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 | |
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) | ||
March 10, 2020 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer | ||
AquaBounty Technologies, Inc. Announces Results
for the Year Ended December 31, 2019
MAYNARD, Massachusetts, March 10, 2020 - AquaBounty Technologies, Inc. (NASDAQ: AQB) (“AquaBounty” or the “Company”), a land-based aquaculture company utilizing technology to enhance productivity and sustainability, announces the Company’s financial results for the year ended December 31, 2019.
Results Highlights:
Operational
• | Sylvia Wulf assumed the position of Chief Executive Officer, President, and Director; |
• | The U.S. Food and Drug Administration (“FDA”) lifted its Import Alert, allowing the Company to import its AquAdvantage eggs from its hatchery in Canada to its farm in Indiana; |
• | The Company’s Rollo Bay farm site received two regulatory approvals: FDA approved the farm’s hatchery building, and Environment and Climate Change Canada approved the farm’s production facility for the commercial grow-out of AquAdvantage Salmon; |
• | The Company’s Indiana farm received two batches of AquAdvantage eggs and is now producing both conventional and AquAdvantage Salmon, bringing total biomass at the farm to 160 tons at year end; |
• | Closed the Panama demonstration farm; |
• | Received approval in China to conduct a field trial for AquAdvantage Salmon; and |
• | Commenced marketing and communications activities, including qualitative and quantitative consumer research in preparation for commercialization. |
Financial
• | Completed two public offerings of common shares, raising net funds of $12.4 million; |
• | The Company’s Canadian subsidiary received two construction loan instalments totalling $900 thousand from the Department of Economic Development of the Province of Prince Edward Island and the Atlantic Canada Opportunities Agency; and |
• | Net loss for the year increased to $13.2 million (2018: $10.4 million) with the ramp-up of production operations in Indiana and Rollo Bay, increased legal fees in support of the FDA legal challenge, and increased headcount. |
Sylvia Wulf, Chief Executive Officer of AquaBounty, commented: “This was a transformative year for AquaBounty, as for the first time in the Company’s history we began to grow-out our AquAdvantage Salmon in the United States. Production of both AquAdvantage and conventional salmon at our Indiana farm is progressing on track with conventional salmon harvest commencing in late Q2 this year and AquAdvantage Salmon harvest commencing in Q4. We also took steps during 2019 to strengthen our balance sheet with two successful equity raises and to strengthen our management team with the additions of Dave Melbourne as Chief Commercial Officer and Angela Olsen as General Counsel. We believe we are now well positioned to begin to execute our commercial strategy with the harvest and sale of our salmon from both our Indiana and Rollo Bay farms.”
Inquiries:
AquaBounty Technologies, Inc.
Dave Conley, Corporate Communications +1 613 294 3078
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding potential harvest size, initiation of a field trial and any related commercial operations in China, and the potential for and timing of the harvest and sale of our fish from our production farms. 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, 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.
AquaBounty Technologies, Inc.
Consolidated Balance Sheets
As of | |||||||
December 31, | |||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,798,744 | $ | 3,002,557 | |||
Other receivables | 55,198 | 115,982 | |||||
Inventory | 1,232,049 | 76,109 | |||||
Prepaid expenses and other current assets | 391,162 | 315,969 | |||||
Total current assets | 4,477,153 | 3,510,617 | |||||
Property, plant and equipment, net | 25,065,836 | 23,716,768 | |||||
Right of use assets, net | 399,477 | — | |||||
Definite-lived intangible assets, net | 157,588 | 171,292 | |||||
Indefinite-lived intangible assets | 101,661 | 191,800 | |||||
Other assets | 32,024 | 80,583 | |||||
Total assets | $ | 30,233,739 | $ | 27,671,060 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 1,462,809 | $ | 824,900 | |||
Other current liabilities | 62,286 | 20,423 | |||||
Current debt | 163,155 | 71,613 | |||||
Total current liabilities | 1,688,250 | 916,936 | |||||
Long-term lease obligations | 352,808 | — | |||||
Long-term debt | 4,432,052 | 3,519,821 | |||||
Total liabilities | 6,473,110 | 4,436,757 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value, 50,000,000 shares authorized; | |||||||
21,635,365, (2018: 15,098,837) shares outstanding | 21,635 | 15,099 | |||||
Additional paid-in capital | 156,241,363 | 142,707,957 | |||||
Accumulated other comprehensive loss | (360,160 | ) | (574,186 | ) | |||
Accumulated deficit | (132,142,209 | ) | (118,914,567 | ) | |||
Total stockholders’ equity | 23,760,629 | 23,234,303 | |||||
Total liabilities and stockholders’ equity | $ | 30,233,739 | $ | 27,671,060 | |||
AquaBounty Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
Years ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Revenues | |||||||||||
Product Revenues | $ | 186,738 | $ | 84,518 | $ | 53,278 | |||||
Costs and expenses | |||||||||||
Production costs | 3,573,858 | 2,626,353 | 1,193,566 | ||||||||
Sales and marketing | 709,023 | 297,687 | 799,009 | ||||||||
Research and development | 2,359,441 | 3,458,564 | 3,371,767 | ||||||||
General and administrative | 6,723,060 | 4,067,710 | 3,921,035 | ||||||||
Total costs and expenses | 13,365,382 | 10,450,314 | 9,285,377 | ||||||||
Operating loss | (13,178,644 | ) | (10,365,796 | ) | (9,232,099 | ) | |||||
Other income (expense) | |||||||||||
Interest expense | (62,988 | ) | (22,257 | ) | (21,537 | ) | |||||
Other income (expense), net | 13,990 | 5,994 | (5,011 | ) | |||||||
Total other income (expense) | (48,998 | ) | (16,263 | ) | (26,548 | ) | |||||
Net loss | $ | (13,227,642 | ) | $ | (10,382,059 | ) | $ | (9,258,647 | ) | ||
Other comprehensive income (loss): | |||||||||||
Foreign currency translation gain (loss) | 214,026 | (360,302 | ) | 72,388 | |||||||
Total other comprehensive income (loss) | 214,026 | (360,302 | ) | 72,388 | |||||||
Comprehensive loss | $ | (13,013,616 | ) | $ | (10,742,361 | ) | $ | (9,186,259 | ) | ||
Earnings per share | |||||||||||
Net loss | $ | (13,227,642 | ) | $ | (10,382,059 | ) | $ | (9,258,647 | ) | ||
Deemed dividend | $ | — | $ | (1,822,873 | ) | $ | — | ||||
Net loss attributable to common shareholders | $ | (13,227,642 | ) | $ | (12,204,932 | ) | $ | (9,258,647 | ) | ||
Basic and diluted net loss per share attributable to common shareholders | $ | (0.66 | ) | $ | (0.94 | ) | $ | (1.06 | ) | ||
Weighted average number of common shares -basic and diluted | 20,078,017 | 13,028,760 | 8,772,494 | ||||||||
AquaBounty Technologies, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Operating activities | |||||||||||
Net loss | $ | (13,227,642 | ) | $ | (10,382,059 | ) | $ | (9,258,647 | ) | ||
Adjustment to reconcile net loss to net cash used in | |||||||||||
operating activities: | |||||||||||
Depreciation and amortization | 1,285,902 | 843,387 | 184,946 | ||||||||
Share-based compensation | 872,177 | 263,396 | 122,134 | ||||||||
Gain on disposal of equipment | (12,133 | ) | (13,233 | ) | (941 | ) | |||||
Loss on asset held for sale | 149,800 | — | — | ||||||||
Impairment loss | 103,116 | — | — | ||||||||
Other non-cash charges | — | (1,364 | ) | — | |||||||
Changes in operating assets and liabilities: | |||||||||||
Other receivables | 65,002 | 56,212 | (11,440 | ) | |||||||
Inventory | (1,154,222 | ) | 93,956 | (169,991 | ) | ||||||
Prepaid expenses and other assets | 59,942 | 289,868 | (592,602 | ) | |||||||
Accounts payable, accrued liabilities and other liabilities | 609,311 | (966,928 | ) | 625,763 | |||||||
Net cash used in operating activities | (11,248,747 | ) | (9,816,765 | ) | (9,100,778 | ) | |||||
Investing activities | |||||||||||
Purchase of property, plant and equipment | (2,316,809 | ) | (4,009,736 | ) | (18,893,264 | ) | |||||
Deposits on equipment purchases | (160,675 | ) | (95,001 | ) | (153,663 | ) | |||||
Proceeds from sale of equipment | 15,848 | 23,233 | 941 | ||||||||
Net cash used in investing activities | (2,461,636 | ) | (4,081,504 | ) | (19,045,986 | ) | |||||
Financing activities | |||||||||||
Proceeds from issuance of debt | 900,767 | 771,858 | 256,807 | ||||||||
Repayment of term debt | (85,802 | ) | (55,615 | ) | (35,812 | ) | |||||
Proceeds from the issuance of common stock and warrants, net | 12,395,348 | 10,616,046 | 24,989,257 | ||||||||
Proceeds from exercise of stock options and warrants, net | 272,417 | 5,116,533 | 27,502 | ||||||||
Net cash provided by financing activities | 13,482,730 | 16,448,822 | 25,237,754 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 23,840 | (54,279 | ) | 80,018 | |||||||
Net change in cash and cash equivalents | (203,813 | ) | 2,496,274 | (2,828,992 | ) | ||||||
Cash and cash equivalents at beginning of period | 3,002,557 | 506,283 | 3,335,275 | ||||||||
Cash and cash equivalents at the end of period | $ | 2,798,744 | $ | 3,002,557 | $ | 506,283 | |||||
Supplemental disclosure of cash flow information and non-cash transactions: | |||||||||||
Interest paid in cash | $ | 62,988 | $ | 22,257 | $ | 21,537 | |||||
Property and equipment included in accounts payable and accrued liabilities | $ | 210,270 | $ | 193,378 | $ | 1,036,240 | |||||
Acquisition of equipment under debt arrangement | $ | — | $ | 74,068 | — | ||||||