AquaBounty Technologies SEC filings document capital-structure, governance, and material-event disclosures for a Delaware operating company in land-based aquaculture. Recent 8-K and 8-K/A reports cover senior note financing, securities exchange agreements, private placements of Series A Convertible Preferred Stock, corrections to preferred-stock designation terms, and Nasdaq continued-listing compliance.
The filing record also includes proxy materials addressing director elections, executive compensation, equity-award fair value disclosures, and shareholder voting matters. Other material-event reports disclose board resignation notices, changes in control items, restrictive covenants, events of default, and the relationship between financing agreements and board composition.
AquaBounty Technologies, Inc. reports a Q1 2026 net loss of $1.2 million, reversing a $0.4 million profit a year earlier, as it winds down fish-rearing operations and focuses on its Ohio Farm Project assets.
The company ended March 31, 2026 with $441 thousand in cash, $10.2 million in total assets, and a stockholders’ deficit of $2.1 million. Management states there is substantial doubt about its ability to continue as a going concern without new capital, and it plans further asset sales and financings to fund operations.
In February 2026 AquaBounty raised $1.15 million gross through common stock and pre-funded warrants, and in April 2026 it exchanged $4.3 million of high-interest Senior Notes plus accrued interest into Series A Convertible Preferred Stock, which carries senior rights and can convert into up to 4.7 million common shares.
AquaBounty Technologies, Inc. is asking stockholders to approve several items at its June 23, 2026 annual meeting. Proposals include electing four directors for one-year terms and ratifying Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.
The company seeks approval to amend its charter to implement a reverse stock split of its common stock at a ratio between 1‑for‑5 and 1‑for‑20, at the Board’s discretion, primarily to help maintain Nasdaq listing by supporting the minimum $1.00 bid price requirement. Stockholders will also vote on a non‑binding advisory resolution on named executive officer compensation and a proposal to adjourn the meeting if additional proxies are needed to approve the reverse split.
AquaBounty Technologies, Inc. filed an amended current report to correct a drafting error in the terms of its Series A Convertible Preferred Stock. The corrected documents set the initial conversion price at $0.9129 per share, instead of an amount equal to the liquidation value.
The Series A Preferred Stock carries an 18.0% annual dividend on its $18.2580 liquidation value, payable in cash on a bi-annual schedule when declared. It ranks senior to common stock on dividends and liquidation, includes strong protective voting rights, and allows holder‑elected conversion at the corrected conversion price.
Holders can require redemption for cash after a qualifying financing of more than $20,000,000, at the liquidation value plus unpaid dividends, subject to legally available funds. Unpaid redemption amounts accrue interest at 18.0% per annum, and specified breaches can increase the dividend rate by 3.0 percentage points until cured.
AquaBounty Technologies is soliciting proxies for its 2026 Annual Meeting on June 23, 2026 to elect four directors, ratify Deloitte as auditor, and seek stockholder approval for a reverse stock split with a board-determined ratio between 1-for-5 and 1-for-20. The board may implement the Reverse Stock Split, if approved, at any time prior to July 31, 2026, to address recurring noncompliance with Nasdaq’s minimum $1.00 bid-price requirement.
The proxy discloses 5,147,204 shares of Common Stock and 263,753 Series A Preferred Shares outstanding as of April 7, 2026, a combined total voting power of 10,422,280. The filing notes risks of a reverse split, including possible reduced liquidity, odd-lot effects, and potential dilution because authorized shares are unchanged. The board recommends votes FOR all proposals.
AquaBounty Technologies, Inc. filed an amendment to a prior current report to clarify its status under Nasdaq rules following a recent securities offering. The company states that, as a result of the Offering described in the earlier report, it believes it now satisfies Nasdaq’s continued listing requirements.
Specifically, AquaBounty reports that it meets the Equity Standard in Nasdaq Listing Rule 5550(b)(1), which calls for stockholders’ equity of at least $2.5 million. The amendment adds this Item 8.01 disclosure and does not change any other part of the original report.
AquaBounty Technologies entered into agreements to exchange $4,000,000 of senior note principal plus $315,616.44 of accrued interest for 236,367 shares of new Series A Convertible Preferred Stock, which can convert into up to 4,727,371 common shares, in a private placement.
The company also sold 27,386 Series A preferred shares for $500,000 in cash, convertible into up to 547,705 common shares, and agreed to pay a 7.0% placement fee on the cash portion. The Series A preferred carries an 18.0% annual cash dividend on a $18.2580 liquidation value, ranks senior to common stock, has strong protective provisions, and allows holders to require redemption after a financing raising more than $20,000,000.
AquaBounty Technologies, Inc. clarifies that director Rick Sterling has not resigned from its Board. Sterling had previously delivered a conditional resignation notice on October 28, 2025, tied to several requirements.
The conditions included the filing of the Company’s Form 10-K for the year ended December 31, 2025, the closing of transactions contemplated by certain note purchase agreements, and the placement or purchase of a customary directors’ and officers’ liability insurance tail policy. Although the Form 10-K was filed on March 31, 2026, the other conditions were not met, so the resignation notice was deemed withdrawn. The Company states that Sterling’s original resignation notice was not due to any disagreement regarding its operations, policies or practices.
AquaBounty Technologies, Inc. reports a sharply reduced net loss from continuing and discontinued operations of $18.5 million for the year ended December 31, 2025, compared with $149.2 million in 2024, mainly because large 2024 asset impairments did not recur at the same scale.
The company has effectively exited salmon farming, selling its Indiana farm in July 2024, its Canadian farms and related intellectual property in March 2025, and continuing to liquidate Ohio equipment. Its primary remaining asset is the partially built Ohio Farm Project, now classified as held for sale and treated as a discontinued operation.
AquaBounty recorded additional impairment charges of $14.4 million on the Ohio Farm Project in 2025, on top of $129.8 million of impairments in 2024. As of December 31, 2025, it reports an accumulated deficit of $388 million and cash of only $501 thousand, and states there is substantial doubt about its ability to continue as a going concern without new capital.
The company is working with an investment bank on strategic alternatives, including a potential sale of the Ohio Farm Project, after receiving a non-binding letter of interest. Headcount has been reduced to three corporate employees as of March 27, 2026, and management expects general and administrative costs to remain low while it pursues funding and strategic options.
AquaBounty Technologies, Inc. entered into a securities purchase agreement for a registered direct offering of its equity. The company agreed to sell 1,269,509 shares of common stock and pre-funded warrants to purchase 67,706 additional shares, at $0.86 per share and $0.859 per pre-funded warrant.
The transaction is being made under an effective Form S-3 shelf registration and is expected to close on February 13, 2026, generating approximately $1,150,000 in gross proceeds. AquaBounty plans to use the net proceeds for working capital and general corporate purposes.
Univest Securities, LLC is acting as exclusive placement agent on a reasonable best efforts basis. AquaBounty will pay a 7.0% cash fee on gross proceeds and reimburse certain placement agent expenses up to $30,000. The pre-funded warrants are exercisable immediately at $0.001 per share and do not expire.