Date of Report (Date of earliest event reported) | April 30, 2019 |
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 |
[ ] | 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)) |
For | Withheld | Broker Non-Votes | ||||
Richard J. Clothier | 10,052,654 | 405,810 | 2,479,627 | |||
Richard L. Huber | 10,368,356 | 90,108 | 2,479,627 | |||
Christine St.Clare | 10,419,821 | 38,643 | 2,479,627 | |||
Rick Sterling | 10,020,796 | 437,668 | 2,479,627 | |||
James C. Turk, Jr. | 10,396,937 | 61,527 | 2,479,627 | |||
Sylvia Wulf | 10,440,023 | 18,441 | 2,479,627 |
For | Against | Abstain | Broker Non-Votes | |||
12,880,418 | 29,938 | 27,735 | — |
For | Against | Abstain | Broker Non-Votes | |||
9,498,720 | 933,959 | 25,785 | 2,479,627 |
Exhibit No. | Description | |
AquaBounty Technologies, Inc. | ||
(Registrant) | ||
May 2, 2019 | /s/ David A. Frank | |
David A. Frank | ||
Chief Financial Officer |
a. | Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 900,000 shares (the “Share Reserve”). |
• | The U.S. Food and Drug Administration (FDA) lifted the Import Alert, allowing the Company to stock AquAdvantage Salmon eggs at its Indiana farm; |
• | Environment and Climate Change Canada approved the Company’s Rollo Bay production facility for the commercial grow-out of AquAdvantage Salmon; |
• | completed a public offering of common shares, raising net funds of $6.1 million; and |
• | net loss for the current quarter increased to $2.76 million (2018: $2.45 million) with the commencement of production operations in Indiana. |
As of | |||||||
March 31, | December 31, | ||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 7,630,376 | $ | 2,990,196 | |||
Certificate of deposit | 12,606 | 12,361 | |||||
Other receivables | 136,903 | 115,982 | |||||
Inventory | 159,131 | 76,109 | |||||
Prepaid expenses and other current assets | 261,176 | 315,969 | |||||
Total current assets | 8,200,192 | 3,510,617 | |||||
Property, plant and equipment, net | 23,934,625 | 23,716,768 | |||||
Right of use assets, net | 454,890 | — | |||||
Definite-lived intangible assets, net | 167,866 | 171,292 | |||||
Indefinite-lived intangible assets | 191,800 | 191,800 | |||||
Other assets | 80,583 | 80,583 | |||||
Total assets | $ | 33,029,956 | $ | 27,671,060 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 958,058 | $ | 824,900 | |||
Other current liabilities | 84,253 | 20,423 | |||||
Current debt | 90,200 | 71,613 | |||||
Total current liabilities | 1,132,511 | 916,936 | |||||
Long-term lease obligations | 399,935 | — | |||||
Long-term debt | 3,941,010 | 3,519,821 | |||||
Total liabilities | 5,473,456 | 4,436,757 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value, 50,000,000 shares authorized; | |||||||
18,697,477 (2018: 15,098,837) shares outstanding | 18,697 | 15,099 | |||||
Additional paid-in capital | 149,702,936 | 142,707,957 | |||||
Accumulated other comprehensive loss | (486,635 | ) | (574,186 | ) | |||
Accumulated deficit | (121,678,498 | ) | (118,914,567 | ) | |||
Total stockholders’ equity | 27,556,500 | 23,234,303 | |||||
Total liabilities and stockholders’ equity | $ | 33,029,956 | $ | 27,671,060 |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Revenues | |||||||
Product revenues | $ | 97,885 | $ | 19,097 | |||
Costs and expenses | |||||||
Product costs | 81,613 | 16,232 | |||||
Sales and marketing | 71,991 | 81,647 | |||||
Research and development | 663,481 | 977,817 | |||||
General and administrative | 2,036,493 | 1,386,873 | |||||
Total costs and expenses | 2,853,578 | 2,462,569 | |||||
Operating loss | (2,755,693 | ) | (2,443,472 | ) | |||
Other income (expense) | |||||||
Gain on disposal of equipment | — | 1,160 | |||||
Interest expense | (13,338 | ) | (5,402 | ) | |||
Other income (expense), net | 5,100 | (2,073 | ) | ||||
Total other income (expense) | (8,238 | ) | (6,315 | ) | |||
Net loss | $ | (2,763,931 | ) | $ | (2,449,787 | ) | |
Other comprehensive income (loss): | |||||||
Foreign currency translation income (loss) | 87,551 | (112,118 | ) | ||||
Total other comprehensive income (loss) | 87,551 | (112,118 | ) | ||||
Comprehensive loss | $ | (2,676,380 | ) | $ | (2,561,905 | ) | |
Basic and diluted net loss per share | $ | (0.18 | ) | $ | (0.21 | ) | |
Weighted average number of common shares - | |||||||
basic and diluted | 15,687,681 | 11,940,874 | |||||