AQB 8-K
Aquabounty Technologies Inc (AQB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (Commission | (IRS Employer |
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
(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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
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).
Emerging growth company
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2026, AquaBounty Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2026. As of the April 24, 2026 record date for the Annual Meeting, there were 5,147,204 shares of Common Stock and 263,753 shares of Series A Preferred Stock issued and outstanding. Each share of Common Stock was entitled to one vote on the matters to be considered at the Annual Meeting and each share of Series A Preferred Stock was entitled to twenty votes on the matters to be considered at the Annual Meeting. The total number of votes entitled to be cast at the Annual Meeting was 10,422,264.
Shares of the Company’s capital stock representing a total of 7,903,525 votes were present or represented by proxy at the Annual Meeting, representing approximately 75.8% of the Company’s total number of votes entitled to be cast as of record date. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each person named below to serve as a director on the Board of Directors of the Company (the “Board”) for a one-year term of office until the next Annual Meeting, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The results of such vote were as follows:
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Director Name |
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| Votes Withheld |
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| Broker Non-Votes | |||
Graydon Bensler |
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| 6,877,654 |
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| 88,899 |
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| 936,972 |
Braeden Lichti |
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| 6,936,626 |
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| 29,927 |
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| 936,972 |
Rick Sterling |
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| 6,822,911 |
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| 143,642 |
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| 936,972 |
Sylvia A. Wulf |
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| 6,932,565 |
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| 33,988 |
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| 936,972 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were as follows:
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| Votes For |
| Votes Against |
| Abstentions | Broker Non-Votes |
| 7,728,776 |
| 167,151 |
| 7,598 | 0 |
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Proposal 3 – Approval of an Amendment to the Certificate of Incorporation, to Approve a Reverse Stock Split
The stockholders approved the amendment, granting the Company’s Board the discretion to effect a reverse stock split at a ratio ranging from 1-for-5 to 1-for-20, inclusive, with such ratio and the timing of the reverse stock split, if any, to be determined by the Board in its sole discretion (but in no event later than July 31, 2026). The results of such vote were as follows:
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| Votes For |
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| Abstentions | Broker Non-Votes |
| 7,439,977 |
| 453,736 |
| 9,812 | 0 |
Proposal 4 – Non-Binding, Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The results of such vote were as follows:
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| Votes For |
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| Abstentions | Broker Non-Votes |
| 6,919,501 |
| 42,280 |
| 4,772 | 936,972 |
Proposal 5 – Approval of an Adjournment of the Meeting, if Necessary to Solicit Additional Votes
The stockholders approved an adjournment to the meeting, which was not necessary. The results of such vote were as follows:
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| Votes For |
| Votes Against |
| Abstentions | Broker Non-Votes |
| 7,679,072 |
| 219,411 |
| 5,042 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | ||||
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| Description | ||
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||
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: June 25, 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 |