Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on January 12, 2018, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC, as the representative of the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company issued, among other things, warrants to purchase 3,692,307 shares of Common Stock (the “Warrants”). The exercise price of the Warrants is $3.25 per share.
On October 24, 2018, the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with certain holders of the Warrants (the “Exercising Holders”), which Exercising Holders own Warrants exercisable for 2,250,461 shares of Common Stock. Pursuant to the Exercise Agreement, the Exercising Holders and the Company agreed that the Exercising Holders would exercise their Warrants with respect to 2,250,461 shares of Common Stock underlying such Warrants for a reduced exercise price equal to $2.00 per share (the “Reduced Exercise Price”).
The Company expects to receive aggregate gross proceeds of approximately $4.5 million from the exercise of the Warrants by the Exercising Holders. In addition, the exercise will result in the reduction of warrants to purchase common stock, par value $0.001 per share, of the Company by approximately 56% and is not dilutive to existing security holders of the Company calculated on a fully diluted basis for outstanding warrants.
The description of the Exercise Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exercise Agreement hereto as Exhibit 10.1.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
