AquaBounty (NASDAQ: AQB) corrects Series A preferred stock terms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial Conversion Price: $0.9129 per share Liquidation Value: $18.2580 per share Dividend Rate: 18.0% per annum +3 more

6 metrics

Initial Conversion Price $0.9129 per share Corrected initial conversion price for Series A Convertible Preferred Stock

Liquidation Value $18.2580 per share Liquidation Value for Series A Preferred, basis for dividends and redemption

Dividend Rate 18.0% per annum Annual dividend on Liquidation Value for Series A Preferred Stock

Dividend Step-Up on Breach 3.0% per annum increase Dividend rate increases during a continuing Series A Preferred Stock Breach

Redemption Financing Threshold $20,000,000 Minimum proceeds from a debt or equity financing to trigger redemption right

Interest on Unpaid Redemption Amounts 18.0% per annum Interest applied to unpaid redemption price amounts after redemption date

Key Terms

Series A Convertible Preferred Stock, Liquidation Value, Certificate of Designations, Certificate of Correction, +2 more

6 terms

Series A Convertible Preferred Stock financial

"Certificate of Designations of Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Liquidation Value financial

"Dividends will accrue ... calculated solely on the Liquidation Value"

Liquidation value is the amount of cash that could be realized if a company’s assets were sold off quickly and its debts and sale costs were paid, usually yielding less than normal selling value. For investors it matters because it provides a practical “floor” or worst‑case estimate of what shareholders or creditors might recover in a bankruptcy or forced sale, helping gauge downside risk much like the cash you’d get from a hastily held garage sale versus a planned auction.

Certificate of Designations regulatory

"filed a Certificate of Designations of Series A Convertible Preferred Stock"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Certificate of Correction regulatory

"filed a Certificate of Correction to the Certificate of Designations"

Supermajority Interest financial

"holders representing at least a two-thirds “Supermajority Interest” may require"

Delaware General Corporation Law regulatory

"with the Secretary of State ... pursuant to Section 103 of the Delaware General Corporation Law"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

Understanding 8-K Material Events →

04/17/2026 - 08:04 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 8-K/A

(Amendment No.2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 7, 2026

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.)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Explanatory Note

AquaBounty Technologies, Inc. (the “Company”) is filing this Amendment No. 2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2026 (the “Original Report”) solely to report the filing of a Certificate of Correction to the Certificate of Designations of the Company’s Series A Convertible Preferred Stock and to amend the disclosure under Item 3.03 of the Original Report accordingly. Except as expressly set forth herein, this Amendment No. 2 does not amend, update or restate any other information in the Original Report. Terms capitalized but not otherwise defined herein shall have the meanings ascribed to them in the Original Report.

Item 3.03. Material Modification to Rights of Security Holders.

As previously reported in the Original Report, on April 7, 2026, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.

On April 16, 2026, the Company filed a Certificate of Correction to the Certificate of Designations (the “Certificate of Correction”) with the Secretary of State of the State of Delaware pursuant to Section 103 of the Delaware General Corporation Law. The Certificate of Correction corrects a scrivener’s error in Section 8.1(a) of the Certificate of Designations relating to the initial conversion price of the Series A Convertible Preferred Stock.

As corrected, the initial conversion price per share of the Series A Convertible Preferred Stock is $0.9129, subject to adjustment as provided in the Certificate of Designations. The Certificate of Designations previously stated that the initial conversion price was equal to the Liquidation Value of $18.2580 per share. The Company confirms that no other terms, rights, preferences, privileges or limitations of the Series A Convertible Preferred Stock were modified, amended or affected by the Certificate of Correction.

The following is a summary of the material terms of the Series A Preferred Stock, as corrected by the Certificate of Correction:

Ranking. The Series A Preferred Stock ranks senior to the Company’s common stock and all other junior equity securities with respect to dividends and distributions upon liquidation, dissolution or winding up.

Dividends. Dividends will accrue on each share of Series A Preferred Stock at the rate of 18.0% per annum on a quarterly basis in arrears, calculated solely on the Liquidation Value (as defined below). Dividends are payable in cash when declared on a bi-annual schedule (the last day of October and April), and the Board may permit dividends to accumulate rather than be paid on a Dividend Payment Date, subject to applicable law and exchange rules. No dividends (including accrued or accumulated dividends) may be payable or settleable in shares of common stock unless such issuance is permitted under applicable exchange rules.

Partial dividend payments. If the Company pays less than the full amount of accrued and accumulated dividends, the amount paid must be distributed pro rata among holders based on the accrued and accumulated but unpaid dividends on the shares held by each holder.

Liquidation preference / Change of Control. Upon any liquidation, dissolution or winding up, holders of Seres A Preferred Stock are entitled to receive, before any distribution to junior securities, at the holder’s election, either (i) cash or (ii) non-cash consideration valued at fair market value as determined by the board in good faith, in each case equal to the aggregate Liquidation Value plus all unpaid accrued and accumulated dividends (whether or not declared). A change of control is treated as a liquidation and triggers the same preference. The Series A Preferred Stock is non-participating.

Liquidation Value. The Liquidation Value per share is $18.2580, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions affecting the Series A Preferred Stock.

Voting. Each share of Series A Preferred Stock votes together with the Common Stock as a single class on all matters submitted to stockholders, with each share having a number of votes equal to the number of shares of common stock into which it is then convertible (as of the applicable record date).

Protective provisions. Without the prior written consent of holders of at least two-thirds of the outstanding Series A Preferred Stock voting as a separate class, the Company may not, among other things, authorize any security senior to the Series A Preferred Stock, make certain charter/bylaw/Series A Preferred Stock amendments, or redeem/repurchase or pay dividends/distributions on capital stock, subject to the exceptions stated in the Certificate of Designations.

Conversion. Shares of Series A Preferred Stock are convertible at any time at the holder’s election into shares of common stock based on the conversion price per share, which is initially $0.9129 (the “Conversion Price”). In addition, subject to compliance with applicable exchange rules, the Company’s Board of Directors may elect to defer payment of dividends on the Series A Preferred Stock, and such accrued and unpaid dividends may be converted into shares of common stock based on the applicable Conversion Price.

Redemption. After the closing of a debt or equity financing resulting in proceeds to the Company in excess of $20,000,000, holders representing at least a two-thirds “Supermajority Interest” may require the Company to redeem all (but not less than all) outstanding shares for a per-share price equal to the applicable Liquidation Value plus all unpaid accrued and accumulated dividends (whether or not declared), subject to legally available funds. The redemption must occur within 90 days after the Company receives the election notice, and each holder may instead elect to convert its shares before the conversion election deadline specified in the redemption notice.

Insufficient funds / nonpayment. If the Company lacks legally available funds on the redemption date, it must redeem the maximum number of shares it can redeem pro rata among holders and use later-available funds to redeem the remainder. If the Company does not pay the full redemption price when due, the unpaid amount bears interest at 18.0% per annum, and the unredeemed shares remain outstanding with continuing rights as provided in the Certificate of Designations.

Breach remedies. Specified events constitute a “Series A Preferred Stock Breach,” including failure to pay dividends when due, failure to make redemption or liquidation payments when due, breach of the protective provisions, and certain bankruptcy/insolvency events. During a continuing breach, the dividend rate increases by 3.0% per annum until cured, and upon certain bankruptcy/insolvency events all outstanding shares become subject to automatic redemption for the Series A redemption price to the extent permitted by law.

The foregoing description of the Certificate of Designations, as corrected by the Certificate of Correction, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, as corrected by the Certificate of Correction, which is filed as Exhibit 3.1 to this Form 8-K/A and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 3.03 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


3.1	Certificate of Designations of Series A Convertible Preferred Stock of AquaBounty Technologies, Inc., as corrected by the Certificate of Correction dated April 16, 2026.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

‎

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)

Date: April 16, 2026		/s/ David A. Frank
		David A. Frank
		Interim Chief Executive Officer, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did AquaBounty (AQB) change in this 8-K/A amendment?

AquaBounty corrected a scrivener’s error in its Series A Convertible Preferred Stock terms, clarifying the initial conversion price and reaffirming that all other rights, preferences and limitations of the Series A Preferred Stock remain unchanged from the previously filed Certificate of Designations.

What is the corrected conversion price for AquaBounty (AQB) Series A Preferred?

The initial conversion price for AquaBounty’s Series A Convertible Preferred Stock is now clearly stated as $0.9129 per share, subject to adjustment. Holders can convert their preferred shares, and certain unpaid dividends, into common stock based on this corrected conversion price, under the stated conditions.

What dividends do AquaBounty (AQB) Series A Preferred shares earn?

Series A Preferred shares accrue dividends at 18.0% per year, calculated on the $18.2580 liquidation value. Dividends are payable in cash on the last day of October and April when declared, and the board may allow them to accumulate in accordance with law and exchange rules.

How does the liquidation preference work for AquaBounty (AQB) Series A Preferred?

On liquidation or change of control, Series A Preferred holders receive value before common stock and other junior securities. They are entitled to cash or non-cash consideration equal to the aggregate liquidation value plus all unpaid accrued and accumulated dividends, as determined under the governing documents.

When can AquaBounty (AQB) Series A Preferred holders require redemption?

After AquaBounty completes a debt or equity financing bringing in more than $20,000,000, holders representing a two-thirds Supermajority Interest may require redemption of all Series A Preferred shares for liquidation value plus unpaid dividends, subject to legally available funds and timing rules in the terms.

What happens if AquaBounty (AQB) breaches Series A Preferred terms?

Certain events, such as missed dividends, unpaid redemption or liquidation amounts, protective provision breaches, or specified bankruptcy events, constitute a Series A Preferred Stock Breach. During a continuing breach, the dividend rate increases by 3.0% per year, and some events trigger automatic redemption, as permitted by law.

Filing Exhibits & Attachments

4 documents