SEC Form SC 13D/A filed by AquaBounty Technologies Inc. (Amendment)
$AQB
Meat/Poultry/Fish
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 10)*
Under the Securities Exchange Act of 1934
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AQUABOUNTY TECHNOLOGIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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UO387J108
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Troutman Pepper Hamilton Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
Attention: David I. Meyers, Esq.
John Owen Gwathmey, Esq.
(804) 697-1200
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June 28, 2023
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following box ☐ .
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. UO387J108
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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RANDAL J. KIRK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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3,493,643
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,493,643
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,493,643
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. UO387J108
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Page 3 of 6
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This Amendment No. 10 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated January 18, 2017 and filed on January 20, 2017, as amended
by Amendment No. 1, dated July 24, 2017 and filed on July 26, 2017, as amended by Amendment No. 2 dated January 17, 2018 and filed on January 19, 2018, as amended by Amendment No. 3 dated October 24, 2018 and filed on October 29, 2018, as amended
by Amendment No. 4 dated October 29, 2019 and filed on October 31, 2019, as amended by Amendment No. 5 dated February 13, 2020 and filed on February 18, 2020, as amended by Amendment No. 6 dated August 11, 2020 and filed on August 13, 2020, as
amended by Amendment No. 7 dated December 17, 2020 and filed on December 21, 2020, as amended by Amendment No. 8 dated November 23, 2021 and filed on November 24, 2022, and as amended by Amendment No. 9 dated June 5, 2023 and filed June 7, 2023
(the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of AquaBounty Technologies, Inc., a Delaware corporation (the “Company”). Mr. Randal J. Kirk (“Mr. Kirk” or the “Reporting
Person”), is filing this Amendment to disclose the sale of 991,659 shares of Common Stock in the aggregate by certain entities under his control (the “Selling Entities”) in open market transactions between June 8, 2023 and June 30, 2023. The filing of this
Amendment No. 10 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Person.
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Purpose of Transaction.
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Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 and 6 is incorporated herein by reference.
The Selling Entities sold 991,659 shares in open market transactions between June 8, 2023 and June 30, 2023 for aggregate net proceeds of approximately $362,043.
On August 19, 2022, the Selling Entities entered into a selling agreement, pursuant to which these shares were sold on a pro rata basis.
Other than as disclosed herein, as of the date of this Amendment, the Reporting Person does not have present plans or proposals which would result in:
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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CUSIP No. UO387J108
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Page 4 of 6
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(d)
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Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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(f)
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Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those actions enumerated above.
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| Item 5. |
Interest in Securities of the Issuer.
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The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b) See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and
percentage of issued and outstanding shares of Common Stock owned by the Reporting Person. The percentage ownership is calculated based on 71,345,649 shares of Common Stock issued and outstanding as of May 3, 2023 as disclosed by the Company in its
Quarterly Report on Form 10-Q for the period ended March 31, 2023 and filed on May 4, 2023.
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Reporting Person
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Amount of Common Stock
Beneficially
Owned
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Percent
of Class
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Sole Power
to Vote or
Direct
the Vote
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Shared
Power to
Vote or
Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition
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Shared
Power to
Dispose or to
Direct the
Disposition
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Randal J. Kirk
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3,493,643(1)
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4.9%
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3,493,643 (1)
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--
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3,493,643 (1)
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| (1) |
The indicated shares are owned by various entities controlled by Mr. Kirk. Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by these
entities.
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CUSIP No. UO387J108
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Page 5 of 6
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(c) Except as set forth in this Statement, the Reporting Person has not engaged in any transactions in the
Common Stock in the past 60 days.
(d)-(e) Not Applicable
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The Reporting Person’s responses to Items 4 and 5 are incorporated herein by reference.
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CUSIP No. UO387J108
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: June 30, 2023
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/s/ Randal J. Kirk
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Randal J. Kirk
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