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) | August 17, 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
(Address of principal executive offices)
978-648-6000
(Registrant’s telephone number, including area code)
| | |
|
| (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 ☒
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 August 7, 2020, 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 (the “Underwriters”), relating to the underwritten public offering (the “Offering”) of (i) 11 million shares of the Company’s common stock (the “Firm Shares”) at a public offering price of $2.50 per share and (ii) up to an additional 1.65 million shares of the Company’s common stock (the “Option Shares”) pursuant to an over-allotment option granted to the Underwriters, exercisable for 30 days, at the same public offering price.
On August 17, 2020, the Underwriters fully exercised their option to purchase the 1.65 million Option Shares. On April 20, 2020, the Company consummated the sale of the 1.65 million Option Shares at the public offering price of $2.50 per share, generating gross proceeds of approximately $4.125 million. After deducting underwriting discounts and commissions, the net proceeds to the Company from the sale of the Option Shares were approximately $3.929 million.
The Offering and sale of the Firm Shares and the Option Shares was made pursuant to a prospectus supplement dated August 7, 2020, which is part of the Company’s Registration Statement on Form S-3 (File No. 333-224184), which was filed on April 6, 2018; amended on April 23, 2018; and declared effective by the Securities and Exchange Commission on April 27, 2018.
On August 20, 2020, the Company issued a press release regarding the sale of 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) |
| August 20, 2020 | | /s/ David A. Frank |
| | David A. Frank |
| | Chief Financial Officer |
