| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 3, 2021, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC, as the representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 13,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $8.50 per share of Common Stock.
The Offering is expected to close on February 8, 2021, subject to the satisfaction of customary closing conditions. The Company has also granted to the Underwriters a 30-day option to purchase up to 1,950,000 additional shares of Common Stock at the offering price, less underwriting discounts and commissions. The net proceeds to the Company are expected to be approximately $103.6 million, or approximately $119.2 million if the Underwriters exercise in full their overallotment option, after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the Offering.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-252264), which was filed with the Securities and Exchange Commission (the “Commission”) on January 20, 2021 and declared effective by the Commission on January 25, 2021.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company; customary conditions to closing; indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act; other obligations of the parties; and termination provisions. Pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue, or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety days following the Offering without the prior written consent of the Underwriters. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the Common Stock sold is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On February 3, 2021, the Company announced that it had commenced the Offering, and on February 4, 2021, it issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement dated as of February 3, 2021, by and among AquaBounty Technologies, Inc. and Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC, as the representatives for the underwriters named therein. |
| |
| 5.1 | | Opinion of Goodwin Procter LLP. |
| |
| 99.1 | | Press release issued by AquaBounty Technologies, Inc. on February 3, 2021, furnished herewith. |
| |
| 99.2 | | Press release issued by AquaBounty Technologies, Inc. on February 4, 2021, furnished herewith. |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
