8-K 1 aqb8k-2020x02x13.htm 8-K Document


 
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)
February 13, 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 8.01  Other Events.
As previously reported, on February 10, 2020, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative for the underwriters named therein (the “Underwriters”), relating to the underwritten public offering (the “Offering”) of (i) 9,000,000 shares of the Company’s common stock (the “Firm Shares”) at a public offering price of $1.50 per share and (ii) up to an additional 1,350,000 shares of the Company’s common stock (the “Option Shares”) pursuant to an over-allotment option granted to the Underwriters, exercisable for 45 days, at the same public offering price.
On February 12, 2020, the Underwriters exercised their option to purchase the Option Shares in full. On February 13, 2020, the Company consummated the sale of the all of the Firm Shares and the Option Shares at the public offering price of $1.50 per share, generating gross proceeds of approximately $15.5 million. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the net proceeds to the Company from the sale of the Firm Shares and Option Shares were approximately $14.0 million.
The Offering and sale of the Firm Shares and the Option Shares was made pursuant to a prospectus dated February 10, 2020, which is part of the Company’s Registration Statement on Form S-1 (File No. 333-235919), which was filed on January 15, 2020; amended on February 3, 2020, and February 10, 2020; declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2020; and further amended by a registration statement on Form S-1MEF (File No. 333-286386) filed with the Commission on February 12, 2020, pursuant to Rule 462(b) of the Securities Act of 1933, as amended.
On February 13, 2020, the Company issued a press release regarding the consummation of the sale of the Firm Shares and the Option Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.
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)
February 13, 2020
 
/s/ David A. Frank
 
 
David A. Frank
 
 
Chief Financial Officer