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)
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(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 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 2.02 Results of Operations and Financial Condition.
On May 15, 2025, AquaBounty Technologies, Inc. issued a press release regarding its financial results and corporate updates for the quarter ended March 31, 2025. 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, as amended (the “Exchange Act”), 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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. |
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| Description |
| Press release issued by AquaBounty Technologies, Inc. on May 15, 2025. | |
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: May 15, 2025 |
| /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 99.1
AquaBounty Technologies Announces First Quarter 2025 Financial Results
HARVARD, Mass., May 15, 2025 –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 first quarter ended March 31, 2025.
First Quarter 2025 Highlights
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Net income for the quarter ended March 31, 2025 was $401 thousand compared to a net loss of $11.3 million for the quarter ended March 31, 2024. Included in net income 2025 was a non-cash gain of $2.0 million on the forgiveness of an outstanding loan. |
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On February 11, 2025, the Company completed the sale of certain equipment originally intended for its farm in Pioneer, Ohio (“Ohio Equipment Assets”) for net proceeds of $2.3 million and recognized a net gain on the sale of $307 thousand. |
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On March 3, 2025, the Company completed the sale of its Canadian subsidiary, including the broodstock farms on Prince Edward Island, Canada (“Canadian Farms”) and the Company’s intellectual property for its genetically engineered Atlantic salmon, along with trademarks and patents (“Corporate IP”), for net proceeds of $1.9 million. |
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Cash, cash equivalents and restricted cash totaled $1.4 million as of March 31, 2025, as compared to $230 thousand as of December 31, 2024. |
“As stated in our previous announcement, AquaBounty plans to continue to work with our investment banker to assess strategic alternatives for our partially constructed farm in Pioneer, Ohio (“Ohio Farm Project”) and to market and sell available Ohio Equipment Assets to generate cash,” commented David Frank, Chief Financial Officer and Interim Chief Executive Officer. “On February 11, 2025, we completed the sale of certain Ohio Equipment Assets that had been purchased for our Ohio Farm Project for net proceeds of $2.3 million, after deducting commissions and fees. On March 3, 2025, we completed the sale of our Canadian Farms, including the Company’s Corporate IP, for net proceeds of $1.9 million, after deducting commissions, fees and the assumption of $3.2 million in outstanding loans. These transactions have provided us with the liquidity to continue to pursue strategic alternatives for our Ohio Farm Project.”
“We will continue to keep all stakeholders apprised of our progress” concluded Frank.
About AquaBounty
At AquaBounty Technologies, Inc. (NASDAQ: AQB), we are a pioneer in land-based aquaculture. We have located our land-based recirculating aquaculture system farm close to key consumption markets and designed it to prevent disease and to include multiple levels of fish containment to protect wild fish populations. For more information on AquaBounty, 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, including regarding the wind down of the Company’s farming operations and its ability to sell available assets. 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,” “believe,” “will,” “may,” “expect,” 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: our history of net losses and the likelihood of future net losses; our ability to continue as a going concern; our ability to raise additional funds, including from the sale of non-current assets, in sufficient amounts on a timely basis, on acceptable terms, or at all; our ability to retain and reengage key vendors and engage additional vendors, as needed; our ability to obtain approvals and permits to construct and operate our farms without delay; our ability to finance our Ohio Farm Project through the placement of municipal bonds, which may require restrictive debt covenants that could limit our control over the farm’s operation and restrict our ability to utilize any cash that the farm generates; risks related to potential strategic acquisitions, investments or mergers; risks of disease outbreaks in Atlantic salmon farming; our ability to efficiently and cost-effectively produce and sell salmon at large commercial scale; security breaches, cyber-attacks and other disruptions could compromise our information, or expose us to
fraud or liability, or interrupt our operations; any further write-downs of the value of our assets; business, political, or economic disruptions or global health concerns; adverse developments affecting the financial services industry; our ability to use net operating losses and other tax attributes, which may be subject to certain limitations; volatility in the price of our shares of common stock; our ability to maintain our listing on the Nasdaq Stock Market LLC; an active trading market for our common stock may not be sustained; our status as a “smaller reporting company” and a “non-accelerated filer” may cause our shares of common stock to be less attractive to investors; any issuance of preferred stock with terms that could dilute the voting power or reduce the value of our common stock; provisions in our corporate documents and Delaware law could have the effect of delaying, deferring, or preventing a change in control of us; our expectation of not paying cash dividends in the foreseeable future; and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). 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 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
Media Contact:
Vince McMorrow
Fahlgren Mortine
(614) 906-1671
[email protected]
Consolidated Balance Sheets
(Unaudited)
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As of |
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March 31, 2025 |
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December 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
1,366,328 |
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$ |
230,362 |
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Prepaid expenses and other current assets |
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1,207,023 |
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292,018 |
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Current assets held for sale |
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4,148,500 |
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10,819,909 |
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Total current assets |
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6,721,851 |
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11,342,289 |
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Property, plant and equipment, net |
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22,668,000 |
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22,668,000 |
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Right of use assets, net |
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44,589 |
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51,509 |
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Total assets |
$ |
29,434,440 |
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$ |
34,061,798 |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ |
10,079,353 |
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$ |
10,104,853 |
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Accrued employee compensation |
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960,332 |
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977,088 |
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Current debt |
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1,092,641 |
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1,261,039 |
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Other current liabilities |
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29,110 |
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28,527 |
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Current liabilities held for sale |
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287,290 |
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3,830,041 |
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Total current liabilities |
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12,448,726 |
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16,201,548 |
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Long-term lease obligations |
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15,479 |
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22,982 |
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Long-term debt, net |
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— |
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1,996,558 |
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Total liabilities |
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12,464,205 |
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18,221,088 |
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Commitments and contingencies |
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Stockholders' equity: |
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Common stock, $0.001 par value, 75,000,000 shares authorized; |
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3,869,361 and 3,865,778 shares outstanding at March 31, 2025 and |
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December 31, 2024, respectively |
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3,869 |
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3,866 |
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Additional paid-in capital |
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386,337,769 |
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386,297,611 |
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Accumulated other comprehensive loss |
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— |
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(688,229) |
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Accumulated deficit |
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(369,371,403) |
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(369,772,538) |
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Total stockholders' equity |
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16,970,235 |
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15,840,710 |
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Total liabilities and stockholders' equity |
$ |
29,434,440 |
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$ |
34,061,798 |
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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Three Months Ended |
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2025 |
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2024 |
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Costs and expenses |
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Sales and marketing |
$ |
6,613 |
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$ |
63,633 |
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Research and development |
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— |
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73,850 |
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General and administrative |
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1,560,436 |
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2,389,234 |
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Gain on asset sales, net |
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(306,886) |
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— |
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Total costs and expenses |
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1,260,163 |
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2,526,717 |
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Operating loss |
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(1,260,163) |
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(2,526,717) |
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Other income (expense) |
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Interest expense |
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(133,650) |
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(181,241) |
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Loan forgiveness |
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2,008,046 |
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— |
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Other expense, net |
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(4,469) |
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(2,447) |
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Total other income (expense) |
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1,869,927 |
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(183,688) |
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Income (loss) from continuing operations |
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609,764 |
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(2,710,405) |
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Loss from discontinued operations |
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(208,629) |
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(8,447,843) |
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Net income (loss) |
$ |
401,135 |
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$ |
(11,158,248) |
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Other comprehensive income (loss) |
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Foreign currency translation gain (loss) |
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688,229 |
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(116,307) |
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Comprehensive income (loss) |
$ |
1,089,364 |
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$ |
(11,274,555) |
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Basic and diluted net income (loss) per share |
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from continuing operations |
$ |
0.16 |
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$ |
(0.70) |
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from discontinued operations |
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(0.05) |
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(2.19) |
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Total basic and diluted net income (loss) per share |
$ |
0.10 |
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$ |
(2.90) |
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Weighted average number of common shares |
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- basic and diluted |
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3,866,733 |
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3,849,248 |
Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended |
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2025 |
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2024 |
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Operating activities |
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Net income (loss) |
$ |
401,135 |
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$ |
(11,158,248) |
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Adjustment to reconcile net income (loss) to net cash used in |
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operating activities: |
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Depreciation and amortization |
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— |
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575,544 |
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Share-based compensation |
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40,161 |
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105,155 |
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Long-lived asset impairment |
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— |
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4,265,000 |
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Loan forgiveness |
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(2,008,046) |
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— |
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Other non-cash items |
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— |
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3,390 |
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Changes in operating assets and liabilities: |
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Inventory |
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— |
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1,257,290 |
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Prepaid expenses and other assets |
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(518,245) |
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441,015 |
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Accounts payable and accrued liabilities |
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(259,975) |
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147,831 |
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Accrued employee compensation |
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(16,756) |
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(52,903) |
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Net cash used in operating activities |
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(2,361,726) |
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(4,415,926) |
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Investing activities |
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Purchases of and deposits on property, plant and equipment |
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— |
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(1,125,954) |
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Proceeds from asset sales |
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3,721,116 |
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— |
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Net cash provided by (used in) investing activities |
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3,721,116 |
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(1,125,954) |
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Financing activities |
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Proceeds from issuance of debt |
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— |
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117,292 |
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Repayment of term debt |
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(232,194) |
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(184,019) |
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Net cash used in financing activities |
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(232,194) |
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(66,727) |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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8,770 |
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(2,795) |
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Net change in cash, cash equivalents and restricted cash |
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1,135,966 |
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(5,611,402) |
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Cash, cash equivalents and restricted cash at beginning of period |
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230,362 |
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9,203,869 |
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Cash, cash equivalents and restricted cash at end of period |
$ |
1,366,328 |
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$ |
3,592,467 |
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Reconciliation of cash, cash equivalents and restricted cash reported |
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in the consolidated balance sheet: |
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Cash and cash equivalents |
$ |
1,366,328 |
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$ |
2,592,467 |
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Restricted cash |
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— |
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1,000,000 |
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Total cash, cash equivalents and restricted cash |
$ |
1,366,328 |
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$ |
3,592,467 |
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Supplemental disclosure of cash flow information and non-cash transactions: |
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Interest paid in cash from continuing operations |
$ |
— |
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$ |
177,851 |
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Interest paid in cash from discontinued operations |
$ |
16,903 |
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$ |
27,322 |
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Property and equipment included in accounts payable and accrued liabilities |
$ |
9,137,864 |
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$ |
11,453,584 |