AquaBounty Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) June 28, 2024

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2024, AquaBounty Farms Indiana LLC (“AQB Indiana”), a Delaware limited liability company, and AquaBounty Farms Ohio LLC (“AQB Ohio” and, together with AQB Indiana, the “Seller”), an Ohio limited liability company, both wholly owned subsidiaries of AquaBounty Technologies, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Agreement) with Superior Fresh LLC (“Superior Fresh”), a Wisconsin limited liability company, pursuant to which Superior Fresh will acquire AQB Indiana’s land-based aquaculture facility in Albany, Indiana and certain equipment from AQB Ohio for cash proceeds of $9.5 million, subject to customary adjustments (the “Sale”). Portions of the proceeds of the Sale are expected to be used to reduce the Company’s secured term loan with JMB Capital Partners Lending, LLC.

The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. The Sale is expected to close in July 2024, subject to various closing conditions. The Asset Purchase Agreement contains certain termination rights for both Superior Fresh and Seller.

The foregoing description of the material terms of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended, including regarding the timing of the completion of the Sale and the use of the Sale proceeds. The forward-looking statements in this Current Report on Form 8-K are neither promises nor guarantees, and you should not place undue reliance on these statements because they involve significant risks and uncertainties about the Company. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: risks that the Seller or Superior Fresh terminates the APA; risks that closing conditions under the Asset Purchase Agreement are not satisfied; risks the Sale is not completed in accordance with the Company’s expected timing or at all; and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

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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.