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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________
Commission File Number: 001-36426
____________
AquaBounty Technologies, Inc.
(Exact name of registrant as specified in its charter)
| |
Delaware | 04-3156167 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
233 Ayer Road, Suite 4
Harvard, Massachusetts 01451
(978) 648-6000
(Address and telephone number of the registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each class | Trading Symbol(s) | Name of each 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 (§232.405 of this chapter) of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | |
Large accelerated filer | o | Accelerated filer | o | Non-accelerated filer | x | Smaller reporting company | x |
| | | | | | 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
At May 5, 2026, the registrant had 5,147,204 shares of common stock, par value $0.001 per share (“Common Shares”) outstanding.
AquaBounty Technologies, Inc. |
FORM 10-Q |
For the Quarterly Period Ended March 31, 2026 |
|
TABLE OF CONTENTS |
|
|
PART I | FINANCIAL INFORMATION | Page |
Item 1. | Financial Statements | 2 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
Item 4. | Controls and Procedures | 17 |
PART II | OTHER INFORMATION | |
Item 1. | Legal Proceedings | 17 |
Item 1A. | Risk Factors | 18 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
Item 3. | Defaults Upon Senior Securities | 19 |
Item 4. | Mine Safety Disclosures | 19 |
Item 5. | Other Information | 19 |
Item 6. | Exhibits | 20 |
Signatures | 21 |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q of AquaBounty Technologies, Inc. (“AquaBounty,” the “Company,” “we,” “us” or “our”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that involve significant risks and uncertainties about AquaBounty. All statements other than statements of historical fact are forward-looking statements, and AquaBounty may use words such as “expect,” “anticipate,” “project,” “intend,” “plan,” “aim,” “believe,” “seek,” “estimate,” “can,” “focus,” “will,” and “may,” similar expressions and the negative forms of such expressions to identify such forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties, and other factors, many of which are outside of our control, which could cause our actual results, performance, or achievements to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: our history of net losses and the likelihood of future net losses; our ability to continue as a going concern; our ability to raise additional funds, including from the sale of non-current assets, in sufficient amounts on a timely basis, on acceptable terms, or at all; our ability to obtain and maintain approvals and permits for our Ohio Farm (as defined below) without delays; risks related to potential strategic acquisitions, dispositions, mergers, joint ventures and other strategic transactions; security breaches, cyber-attacks and other disruptions could compromise our information, or expose us to fraud or liability, or interrupt our operations; any further write-downs of the value of our assets; business, political, or economic disruptions or global health concerns; adverse developments affecting the financial services industry; our ability to use net operating losses and other tax attributes, which may be subject to certain limitations; volatility in the price of our shares of common stock; our ability to maintain our listing on the Nasdaq Stock Market LLC (“Nasdaq”); an active trading market for our common stock may not be sustained; our status as a “smaller reporting company” and a “non-accelerated filer” may cause our shares of common stock to be less attractive to investors; any issuance of preferred stock with terms that could dilute the voting power or reduce the value of our common stock; provisions in our corporate documents and Delaware law could have the effect of delaying, deferring, or preventing a change in control of us; our expectation of not paying cash dividends in the foreseeable future; the composition of our Board of Directors (“Board”) may change from time to time under our governing documents, including through the filling of vacancies, which may result in a change the Company’s strategic plan; and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
For additional disclosure regarding these and other risks faced by AquaBounty, see disclosures contained in AquaBounty’s public filings with the SEC, including the “Risk Factors” in the Company’s Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. You should consider these factors in evaluating the forward-looking statements included in this Quarterly Report on Form 10-Q and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and AquaBounty undertakes no obligation to update such statements as a result of new information, except as required by law.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AquaBounty Technologies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | |
| | As of |
| March 31, 2026 | | December 31, 2025 |
Assets | | | | | |
Current assets: | | | | | |
Cash | $ | 440,678 | | $ | 501,295 |
Prepaid expenses and other current assets | | 158,352 | | | 266,862 |
Current assets held for sale | | 9,634,337 | | | 9,552,454 |
Total current assets | | 10,233,367 | | | 10,320,611 |
| | | | | |
Right of use assets, net | | 15,480 | | | 22,982 |
Total assets | $ | 10,248,847 | | $ | 10,343,593 |
| | | | | |
Liabilities and stockholders' equity | | | | | |
Current liabilities: | | | | | |
Accounts payable and accrued liabilities | $ | 227,798 | | $ | 337,038 |
Accrued employee compensation | | 923,147 | | | 912,103 |
Other current liabilities | | 15,480 | | | 22,982 |
Current liabilities held for sale | | 7,422,727 | | | 7,476,254 |
Total current liabilities | | 8,589,152 | | | 8,748,377 |
| | | | | |
Long-term debt, net | | 3,786,126 | | | 3,486,141 |
Total liabilities | | 12,375,278 | | | 12,234,518 |
| | | | | |
Commitments and contingencies (Note 9) | | | | | |
| | | | | |
Stockholders' deficit: | | | | | |
Common stock, $0.001 par value, 75,000,000 shares authorized; | | | | | |
5,147,204 and 3,877,695 shares issued and outstanding at March 31, 2026 | | | | | |
and December 31, 2025, respectively | | 5,147 | | | 3,878 |
Additional paid-in capital | | 387,331,517 | | | 386,368,222 |
Accumulated deficit | | (389,463,095) | | | (388,263,025) |
Total stockholders' deficit | | (2,126,431) | | | (1,890,925) |
| | | | | |
Total liabilities and stockholders' deficit | $ | 10,248,847 | | $ | 10,343,593 |
See accompanying notes to these condensed consolidated financial statements.
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | | | | | |
| Three Months Ended
March 31, | |
| 2026 | | 2025 | |
| | | | | | |
Costs and expenses | | | | | | |
Sales and marketing | $ | — | | $ | 6,613 | |
General and administrative | | 621,566 | | | 1,159,067 | |
Total costs and expenses | | 621,566 | | | 1,165,680 | |
| | | | | | |
Operating loss | | (621,566) | | | (1,165,680) | |
| | | | | | |
Other (expense) income | | | | | | |
Interest expense | | (299,985) | | | — | |
Loan forgiveness | | — | | | 2,008,046 | |
Other expense, net | | (3,250) | | | (4,434) | |
Total other (expense) income | | (303,235) | | | 2,003,612 | |
| | | | | | |
(Loss) income from continuing operations | | (924,801) | | | 837,932 | |
| | | | | | |
Loss from discontinued operations | | (275,269) | | | (436,797) | |
| | | | | | |
Net (loss) income | $ | (1,200,070) | | $ | 401,135 | |
| | | | | | |
Other comprehensive income | | | | | | |
Foreign currency translation gain | | — | | | 688,229 | |
| | | | | | |
Comprehensive (loss) income | $ | (1,200,070) | | $ | 1,089,364 | |
| | | | | | |
| | | | | | |
Basic and diluted net (loss) income per share | | | | | | |
from continuing operations | $ | (0.20) | | $ | 0.22 | |
from discontinued operations | | (0.06) | | | (0.11) | |
Total basic and diluted net (loss) income per share | $ | (0.26) | | $ | 0.11 | |
| | | | | | |
Weighted average number of common shares | | | | | | |
- basic and diluted | | 4,564,479 | | | 3,866,733 | |
See accompanying notes to these condensed consolidated financial statements.
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
(Unaudited)
| | | | | | | | | | | | | | | | | |
| Common stock issued and outstanding | | Par value | | Additional paid-in capital | | Accumulated other comprehensive income (loss) | | Accumulated deficit | | Total |
Balance at December 31, 2024 | | 3,865,778 | | $ | 3,866 | | $ | 386,297,611 | | $ | (688,229) | | $ | (369,772,538) | | $ | 15,840,710 |
Net income | | | | | | | | | | | | | | 401,135 | | | 401,135 |
Other comprehensive income | | | | | | | | | | | 688,229 | | | | | | 688,229 |
Share-based compensation | | 3,583 | | | 3 | | | 40,158 | | | | | | | | | 40,161 |
Balance at March 31, 2025 | | 3,869,361 | | $ | 3,869 | | $ | 386,337,769 | | $ | — | | $ | (369,371,403) | | $ | 16,970,235 |
| | | | | | | | | | | | | | | | | | |
| | Common stock issued and outstanding | | Par value | | Additional paid-in capital | | Accumulated other comprehensive income (loss) | | Accumulated deficit | | Total |
| Balance at December 31, 2025 | | 3,877,695 | | $ | 3,878 | | $ | 386,368,222 | | $ | — | | $ | (388,263,025) | | $ | (1,890,925) |
| Net loss | | | | | | | | | | | | | | (1,200,070) | | | (1,200,070) |
| Issuance of common stock and warrants, net | | 1,269,509 | | | 1,269 | | | 958,281 | | | | | | | | | 959,550 |
| Share-based compensation | | — | | | — | | | 5,014 | | | | | | | | | 5,014 |
| Balance at March 31, 2026 | | 5,147,204 | | $ | 5,147 | | $ | 387,331,517 | | $ | — | | $ | (389,463,095) | | $ | (2,126,431) |
| | | | | | | | | | | | | | | | | | |
See accompanying notes to these condensed consolidated financial statements.
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | |
| Three Months Ended
March 31, |
| 2026 | | 2025 |
Operating activities | | | | | |
Net (loss) income | $ | (1,200,070) | | $ | 401,135 |
Adjustment to reconcile net loss to net cash used in | | | | | |
operating activities: | | | | | |
Share-based compensation | | 5,014 | | | 40,161 |
Loan forgiveness | | — | | | (2,008,046) |
Paid in kind interest | | 299,985 | | | — |
Changes in operating assets and liabilities: | | | | | |
Prepaid expenses and other assets | | 34,129 | | | (518,245) |
Accounts payable and accrued liabilities | | (170,269) | | | (259,975) |
Accrued employee compensation | | 11,044 | | | (16,756) |
Net cash used in operating activities | | (1,020,167) | | | (2,361,726) |
| | | | | |
Investing activities | | | | | |
Proceeds from asset sales | | — | | | 3,721,116 |
Net cash provided by investing activities | | — | | | 3,721,116 |
| | | | | |
Financing activities | | | | | |
Repayment of term debt | | — | | | (232,194) |
Proceeds from issuance of common stock and warrants, net | | 959,550 | | | — |
Net cash provided by (used in) financing activities | | 959,550 | | | (232,194) |
| | | | | |
Effect of exchange rate changes on cash and cash equivalents | | — | | | 8,770 |
Net change in cash | | (60,617) | | | 1,135,966 |
Cash at beginning of period | | 501,295 | | | 230,362 |
Cash at end of period | $ | 440,678 | | $ | 1,366,328 |
| | | | | |
Supplemental disclosure of cash flow information and non-cash transactions: | | | | | |
Interest paid in cash from discontinued operations | $ | 145,701 | | $ | 16,903 |
Property and equipment included in accounts payable and accrued liabilities | $ | — | | $ | 9,137,864 |
See accompanying notes to these condensed consolidated financial statements.
AquaBounty Technologies, Inc.
Notes to the condensed consolidated financial statements
(unaudited)
1. Nature of Business and Organization
AquaBounty Technologies, Inc. (the “Parent” and, together with its wholly owned subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm-raised Atlantic salmon that exhibit growth rates that are substantially faster than conventional Atlantic salmon.
The Company has historically pursued a growth strategy that included the construction of large-scale recirculating aquaculture system (“RAS”) farms for producing its genetically engineered Atlantic salmon (“GE Atlantic salmon”). The Company had commenced construction of a 10,000 metric ton farm in Pioneer, Ohio (“Ohio Farm Project”), but paused the construction in June 2023, as the cost estimate to complete the farm continued to substantially increase due to inflation and other factors. Further, these cost increases impaired the Company’s ability to pursue municipal bond financing, which was a necessary component of its funding strategy. The Company subsequently engaged an investment bank to pursue a range of funding and strategic alternatives and to assist management in the prioritization of the Company’s core assets. These efforts resulted in the sale of the Company’s grow-out farm in Indiana (“Indiana Farm”) in July 2024, recurring sales throughout 2024 and 2025 of selected equipment originally intended for the Ohio Farm Project (“Ohio Equipment Assets”), and the sale of the Company’s Canadian subsidiary, including the broodstock farms owned by the Canadian subsidiary in Prince Edward Island, Canada (“Canadian Farms”) and its intellectual property for GE Atlantic salmon, along with trademarks and patents (“Corporate IP”) in March 2025. After completion of these transactions, the Company’s primary remaining asset as of March 31, 2026 is its investment in the Ohio Farm Project, consisting of the remaining Ohio Equipment Assets and the land and construction in process (“Ohio Farm Site”). The Company continues to work with an investment bank to identify the optimal path forward for realizing the potential of this asset.
2. Going Concern Uncertainty
Since inception, the Company has incurred cumulative net losses of $389 million and expects that this will continue for the foreseeable future. As of March 31, 2026, the Company had $441 thousand in cash on its condensed consolidated balance sheet.
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, including its ability to sell assets to generate liquidity to fund ongoing operations, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all. Limited operating assets, dependency on capital raising activities and cumulative net losses raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty.
During the year ended December 31, 2025, the Company’s management continued to sell assets to generate cash for working capital, while exploring strategic alternatives to raise funds with the goal of maximizing stockholder value. Potential alternatives that were evaluated included, but were not limited to, equity or debt financing, a merger, and the sale of all or part of the Company.
On February 11, 2026, the Company completed an equity transaction with certain investors, pursuant to which the Company sold an aggregate of 1,269,509 shares of its common stock, par value $0.001 (“Common Stock”) and pre-funded warrants to purchase an aggregate of 67,706 shares of Common Stock for gross proceeds of $1.15 million.
3. Basis of Presentation
The unaudited interim condensed consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
The unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related notes for the year ended December 31, 2025. The unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of March 31, 2026, results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full
year. The unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading.
Discontinued Operations
As noted above, the Company sold its Indiana Farm in July 2024 and its Canadian Farms in March 2025. At December 31, 2025, the Company determined that its actions and decisions during 2025 regarding its Ohio Farm Project constituted a triggering event for revaluing these assets. These farms have been designated as discontinued operations in these interim condensed consolidated financial statements for all periods presented (see Note 5).
Net (Loss) Income Per Share
Basic and diluted net income or loss per share available to common stockholders has been calculated by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Basic net income or loss per share is based solely on the number of shares of common stock outstanding during the period. The calculation of fully diluted net income per share includes the number of shares of common stock issuable upon the exercise of vested options with an exercise price less than the fair value of the common stock and unvested stock awards, less the hypothetical number of shares of common stock that could be repurchased with stock option proceeds and unrecognized stock compensation.
For the periods with a net loss, all potential shares of common stock are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. For the periods with net income, all potential shares of common stock would be anti-dilutive and are excluded from the calculation of diluted net income per share, because the Company has no vested options with an exercise price less than the fair value of the common stock and unrecognized stock compensation on unvested stock awards would be able to purchase more shares of common stock than the number of unvested stock awards.
The following table contains the Company’s potentially dilutive securities:
| | | | | | | | |
| | | | | Three Months Ended March 31, |
Weighted Average Outstanding | | | | | 2026 | | | 2025 |
Stock options | | | 37,962 | | | 60,686 |
Prefunded warrants | | | | | 36,110 | | | — |
Unvested stock awards | | | — | | | 11,167 |
Total | | | | | 74,072 | | | 71,853 |
Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses, to enhance the transparency of certain expense disclosures. The update requires disclosure of specific expense categories in the notes to the financial statements at interim and annual reporting periods. The update requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption. The amendments in this update are effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments may be adopted either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impacts of this update and plans to adopt these amendments for annual disclosures for the year ended December 31, 2027, and interim disclosures in the year ended December 31, 2028.
Management does not expect any other recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition.
4. Risks and Uncertainties
The Company is subject to risks and uncertainties associated with its current operations. Such risks and uncertainties include, but are not limited to: (i) timing of securing additional sources of cash; (ii) realization of asset values different than those recorded on the Company’s consolidated balance sheet; and (iii) stockholder approval of any plans made by the Company’s management and board of directors that require stockholder approval.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist principally of cash balances. This risk is mitigated by the Company’s policy of maintaining all balances with highly rated financial institutions. The Company’s cash balances may at times exceed insurance limitations.
5. Discontinued Operations and Assets Held for Sale
In July 2024, the Company sold its Indiana Farm for a sale price of $9.5 million less transaction expenses of $305 thousand, which included certain Ohio Equipment Assets with a carrying value of $13.0 million that had been purchased for the Company’s Ohio Farm Project. In December 2024, the Company announced the winddown of its Canadian fish rearing operations and sold its Canadian Farms in March 2025 for a sale price of $5.2 million, including the assumption of $3.2 million in outstanding loans, less transaction expenses of $216 thousand. These decisions by the Company represented a strategic shift that has had a major effect on the Company’s operations and financial results. Consequently, each of these farms has been designated as discontinued operations in the condensed consolidated financial statements for the periods presented.
Additionally, the Company has been working with its investment bank to identify the optimal path forward for realizing the potential of its assets, including the possible sale of the Ohio Farm Project. The Company received a non-binding Letter of Interest to purchase the Ohio subsidiary. Though this offer is currently under consideration, the Company determined that the actions and decisions that occurred leading up to receiving this offer constituted a triggering event for revaluing these assets and has included the Ohio Farm Project in discontinued operations in the condensed consolidated financial statements for the periods presented.
Provided below are the major areas of the financial statements that constitute discontinued operations.
| | | | | | |
| | March 31, | | December 31, |
| | 2026 | | 2025 |
Current Assets | | | | | | |
Prepaid and other current assets | | $ | 114,336 | | $ | 32,454 |
Property, plant and equipment | | | 9,520,000 | | | 9,520,000 |
Total current assets held for sale | | $ | 9,634,336 | | $ | 9,552,454 |
Current Liabilities | | | | | | |
Accounts payable and accrued expenses | | $ | 36,492 | | $ | 90,019 |
Current debt | | | 7,386,235 | | | 7,386,235 |
Total current liabilities held for sale | | $ | 7,422,727 | | $ | 7,476,254 |
| | | | | | |
| | Three months ended March 31, |
| | | 2026 | | | 2025 |
Cash flows from operating activities | | | | | | |
Changes in working capital | | $ | (135,410) | | $ | (197,255) |
Cash flows from investing activities | | | | | | |
Proceeds from asset sales | | | — | | | 2,108,125 |
Cash flows from financing activities | | | | | | |
Repayment of term debt | | | — | | | (32,194) |
| | | | | | |
| | Three months ended March 31, |
| | | 2026 | | | 2025 |
Costs and expenses | | | | | | |
General and administrative | | $ | 129,568 | | $ | 592,730 |
Long-lived impairment, net | | | — | | | (306,886) |
Operating loss | | | (129,568) | | | (285,844) |
Other expense | | | (145,701) | | | (150,953) |
Loss from discontinued ops | | $ | (275,269) | | $ | (436,797) |
6. Prepaid and Other Current Assets
Major classifications of prepaid and other current assets are summarized as follows:
| | | | | |
| March 31, 2026 | | December 31, 2025 |
Prepaid insurance | $ | 23,958 | | $ | 172,032 |
Prepaid Other | | 134,394 | | | 94,830 |
Total prepaid expenses and other current assets | $ | 158,352 | | $ | 266,862 |
7. Debt
| | | | | | | | | | | | |
| | Interest
rate | | Monthly
repayment | | Maturity
date | | March 31, 2026 | | December 31, 2025 |
Senior Notes | | 18% | | — | | Apr 2027 | | $ | 4,304,000 | | $ | 4,124,000 |
less: loan origination costs | | | | | | | | | (517,874) | | | (637,859) |
less: current portion | | | | | | | | | — | | | — |
Long-term debt, net | | | | | | | | $ | 3,786,126 | | $ | 3,486,141 |
Senior Notes
On October 28, 2025, the Company entered into Note Purchase Agreements with certain investors providing for the issuance and sale of senior notes (“Senior Notes”) in an aggregate principal amount of $4.0 million in a private placement transaction. The Senior Notes have the following characteristics and terms: (i) unsecured, (ii) nonconvertible, (iii) bear interest at 18% per annum, (iv) scheduled maturity date of 18 months from closing, and (v) principal and interest payable at maturity, or earlier if accelerated pursuant to an event of default. The Senior Notes provide for certain restrictive covenants of the Company, as well as events of default including, but not limited to, (a) non-payment, (b) breach of covenants, (c) insolvency, (d) unauthorized changes to board composition, (e) failure to maintain Nasdaq listing compliance, (f) delayed SEC filings, and (g) financial restatements with material adverse effect (see Note 12).
The Company recognized interest expense of $300 thousand and $0 for the three months ended March 31, 2026 and 2025, respectively, on its interest-bearing debt.
8. Stockholders’ Equity
The Company’s stockholders have authorized 80 million shares of stock, of which 5 million are authorized as preferred stock and 75 million as common stock (see Note 12).
Recent Issuances of Common Stock and Warrants
On February 11, 2026, the Company completed an equity transaction with certain investors, pursuant to which the Company sold an aggregate of 1,269,509 shares of its Common Stock and pre-funded warrants to purchase an aggregate of 67,706 shares of Common Stock for gross proceeds of $1.15 million. The warrants can be converted to Common Stock at the option of the holder and there is no expiration date.
Share-based compensation
At March 31, 2026, the Company has reserved 37,594 and 0 shares of common stock issuable upon the exercise of outstanding stock options and unvested stock awards, respectively, under its 2016 Equity Incentive Plan. No shares of common stock are reserved for future equity awards under the 2016 Equity Incentive Plan.
Unvested Stock Awards
During the three months ended March 31, 2026 and 2025, the Company expensed $0 and $24 thousand, respectively, related to the stock awards.
Stock options
The Company’s option activity is summarized as follows:
| | | | |
| Number of
options | | Weighted
average
exercise price |
Outstanding at December 31, 2025 | 38,919 | | $ | 42.95 |
Forfeited | — | | | — |
Expired | (1,325) | | | 83.08 |
Outstanding at March 31, 2026 | 37,594 | | $ | 41.53 |
Exercisable at March 31, 2026 | 36,738 | | $ | 42.33 |
Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees generally vest over a period of one year to three years and are exercisable for a term of 10 years from the date of issuance. There were no stock options granted during the three months ended March 31, 2026.
There was no intrinsic value for options outstanding or exercisable at March 31, 2026 and December 31, 2025.
The following table summarizes information about options outstanding and exercisable at March 31, 2026:
| | | | | | | |
Weighted
average exercise
price of outstanding
options | | Number of
options
outstanding | | Weighted
average remaining
estimated life
(in years) | | Number of
options
exercisable | |
< $10.00 | | 13,673 | | 7.2 | | 12,817 | |
$20.00 - $50.00 | | 21,440 | | 3.6 | | 21,440 | |
$100.00 - $200.00 | | 931 | | 5.0 | | 931 | |
$200.00 - $300.00 | | 1,550 | | 1.0 | | 1,550 | |
| | 37,594 | | | | 36,738 | |
Total share-based compensation on stock-option grants amounted to $5 thousand and $16 thousand for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards was $0.
9. Commitments and Contingencies
The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.
The Company is subject to legal proceedings and claims arising in the normal course of business. Management believes that final disposition of any such matters existing at March 31, 2026, will not have a material adverse effect on the Company’s financial position or results of operations.
Lease commitments
The Company’s lease right of use assets and obligations as of March 31, 2026 and 2025 were $15 thousand and $45 thousand, respectively and there was 0.5 years remaining on its lease commitment. Operating lease expenses for the three months ended March 31, 2026 and 2025 were $8 thousand each.
10. Segment Reporting
The Company adopted ASU 2023-07 effective for the annual period beginning January 1, 2024.
The financial information presented to and reviewed by the Company’s chief operating decision maker, who is the interim chief executive officer, chief financial officer and treasurer, is not prepared in accordance with GAAP, therefore certain accounting policies
of the Company’s single operating and reportable segment differ significantly from those described in the Company’s 2025 Annual Report on Form 10-K, which was filed on March 31, 2026. Since the Company operates as one operating segment, all required significant financial segment information can be found in the condensed consolidated financial statements. There are no other significant segment expenses that would require disclosure. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
Management monitors the financial results for internal purposes using consolidated net loss (income) and net cash expenditures, as these are the key performance measures used for evaluating the business. The chief operating decision maker uses these measures on a monthly basis when assessing performance and when making decisions about how to allocate operating resources, such as payments to vendors.
11. Income Taxes
The Company reported a net loss for the three months ended March 31, 2026, and is forecasting losses through the remainder of the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2026. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method.
Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not.
As of March 31, 2026, the Company had no unrecognized income tax benefits that would reduce the Company’s effective tax rate if recognized.
12. Subsequent Events
On April 7, 2026, the Company entered into securities exchange agreements in a private placement with the holders of the Company’s outstanding Senior Notes, pursuant to which an aggregate of $4.0 million of principal and $316 thousand of accrued and unpaid interest was exchanged for an aggregate of 236,367 shares of the Company’s Series A Convertible preferred stock, par value $0.01 per share (“Preferred Stock”), which are convertible into up to 4,727,371 shares of the Company’s Common Stock at the option of the holder. The transaction also included the issuance of 27,386 shares of Preferred Stock to a certain investor for gross proceeds of $500 thousand.
In connection with the private placement, on April 7, 2026, the Company entered into a placement agency agreement with Univest Securities, LLC (Univest) to serve as the placement agent for the transaction, by which the Company agreed to pay Univest a fee equal to 7.0% of the $500 thousand in gross proceeds received from the sale.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed on March 31, 2026.
Overview
AquaBounty has historically pursued a growth strategy that included the construction of large-scale RAS farms for producing our GE Atlantic salmon. We had commenced construction of our 10,000 metric ton Ohio Farm Project, but paused the construction in June 2023, as the cost estimate to complete the farm continued to substantially increase due to inflation and other factors. Further, these cost increases impaired our ability to pursue municipal bond financing, which was a necessary component of our funding strategy. We subsequently engaged an investment bank to pursue a range of funding and strategic alternatives and to assist management in the prioritization of our core assets. These efforts resulted in the sale of our Indiana Farm in July 2024, recurring sales throughout 2024 and 2025 of selected Ohio Equipment Assets originally intended for the Ohio Farm Project, and the sale of our Canadian Farms, and our Corporate IP in March 2025. After completion of these transactions, our primary remaining asset is our investment in the Ohio Farm Project, consisting of the remaining Ohio Equipment Assets and the Ohio Farm Site. We continue to work with an investment bank to identify the optimal path forward for realizing the potential of this asset, including its possible sale.
Discontinued Operations
As noted above, we sold our Indiana Farm in July 2024, our Canadian Farms in March 2025, and in 2024 and 2025 we sold Ohio Equipment Assets to generate liquidity. In conjunction with the work that our investment bank has done to help us realize the value of our Ohio Farm Project, we received a non-binding Letter of Interest to purchase our Ohio subsidiary. Though this offer is currently being considered by the Company, we determined the actions in 2025 that contributed to receiving the non-binding Letter of Interest to be a triggering event for revaluing these assets and we designated the Ohio Farm Project as a discontinued operation, along with the Indiana Farm and the Canadian Farms in our condensed consolidated financial statements for the periods included in this Form 10-Q (see Note 5 to our condensed consolidated financial statements for additional information).
Financial Overview
With the exit from our fish rearing operations, we have significantly reduced our headcount and on-going operating costs. We maintain a small core group of corporate individuals to oversee our strategic options, our asset sale transactions and our books and records. As of March 31, 2026, we had an accumulated deficit of $389 million and $441 thousand in cash on our condensed consolidated balance sheet. We require new funding to provide liquidity for working capital and to fund our evolving strategic plan. Consequently, our ability to continue as a going concern is dependent upon our ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, on acceptable terms, or at all.
On February 11, 2026, we completed an equity transaction with certain investors, pursuant to which we sold an aggregate of 1,269,509 shares of our Common Stock and pre-funded warrants to purchase an aggregate of 67,706 shares of Common Stock for gross proceeds of $1.15 million.
Sales and Marketing Expenses
Our sales and marketing expenses have historically included agency fees for investor-related activities. With the sale of our Canadian Farms and the corresponding cessation of our salmon rearing activities in March 2025, we no longer have sales and marketing expenses.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related costs for employees in executive, corporate, and finance functions. Other significant general and administrative expenses include corporate governance and public company costs, rent and utilities, insurance, and legal services. We expect our general and administrative expenses to remain stable until a new strategic direction of the Company is selected.
Other Income (Expense), Net
Interest expense includes the interest on our loans for our continuing operations. Loan forgiveness relates to the termination of an outstanding loan. Other expense, net includes bank charges, fees, and interest income.
Loss from Discontinued Operations
Loss from Discontinued Operations includes all remaining operating costs for our Ohio Farm Project, our Indiana Farm and our Canadian Farms, including general and administrative expenses, non-cash long-lived asset impairment charges, and interest expense and banking fees.
Results of Operations
Comparison of the three months ended March 31, 2026, to the three months ended March 31, 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):
| | | | | | | | | |
| Three Months Ended
March 31, | | Dollar | | % |
| 2026 | | 2025 | | Change | | Change |
| | (unaudited) | | | | |
Costs and expenses | | | | | | | | | |
Sales and marketing | $ | — | | $ | 7 | | (7) | | (100)% |
General and administrative | | 622 | | | 1,159 | | (537) | | (46)% |
Operating loss | | (622) | | | (1,166) | | 544 | | (47)% |
Other (expense) income | | (303) | | | 2,004 | | (2,307) | | (115)% |
(Loss) income from continuing operations | | (925) | | | 838 | | (1,763) | | (210)% |
Loss from discontinued operations | | (275) | | | (437) | | 162 | | (37)% |
Net (loss) income | $ | (1,200) | | $ | 401 | | (1,601) | | (399)% |
Sales and Marketing Expenses
There were no sales and marketing expenses for the three months ended March 31, 2026, due to the sale of our Indiana Farm and Canadian Farms.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2026 were down from the corresponding period in 2025, primarily due to reductions in personnel costs, audit fees, legal fees, insurance fees, state excise tax liabilities, share-based compensation costs, and Board compensation fees.
Other (Expense) Income
Other expense for the three months ended March 31, 2026 is comprised of interest expense and bank charges. Other income for the three months ended March 31, 2025 is comprised of the forgiveness of an outstanding loan and interest income, less interest expense and bank charges.
Loss from Discontinued Operations
The loss from discontinued operations for the three months ended March 31, 2026 was comprised of general administrative expenses and interest expense. The loss from discontinued operations for the three months ended March 31, 2025 was comprised of all remaining operating costs for our Indiana Farm and our Canadian Farms, primarily fish and egg husbandry costs, general and administrative expenses and interest expense and banking fees.
Cash Flows
The following table sets forth the significant sources and uses of cash for the periods set forth below (in thousands):
| | | | | | | | | |
| Three Months Ended March 31, | | Dollar | | % |
| 2026 | | 2025 | | Change | | Change |
| | (unaudited) | | | | |
Net cash (used in) provided by: | | | | | | | | | |
Operating activities | $ | (1,021) | | $ | (2,362) | | 1,341 | | (57)% |
Investing activities | | — | | | 3,721 | | (3,721) | | (100)% |
Financing activities | | 960 | | | (232) | | 1,192 | | (514)% |
Effect of exchange rate changes on cash | | — | | | 9 | | (9) | | (100)% |
Net change in cash | $ | (61) | | $ | 1,136 | | (1,197) | | (105)% |
Cash Flows from Operating Activities
Net cash used in operating activities during the three months ended March 31, 2026, was primarily comprised of our $1.2 million net loss, which included $300 thousand in non-cash interest and amortized loan costs, non-cash share-based compensation charges of $5 thousand and working capital uses of $125 thousand. Net cash used in operating activities during the three months ended March 31, 2025, was primarily comprised of our $401 thousand net income, which included a $2.0 million non-cash gain on the forgiveness of an outstanding loan, non-cash share-based compensation charges of $40 thousand, and working capital uses of $795 thousand.
Spending decreased in the current period due to reductions in personnel and other general administrative costs, such as, audit fees, legal fees, insurance fees, state excise tax liabilities, share-based compensation costs, and Board compensation fees. Uses of cash from changes in working capital were due to decreases in accounts payable and accrued expenses, partly offset by a decrease in prepaid expenses and other assets.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, there were no investing activities, and during the three months ended March 31, 2025, we received $3.7 million from the sale of certain Ohio Equipment Assets.
Cash Flows from Financing Activities
During the three months ended March 31, 2026, we received $960 thousand in proceeds from the issuance of common stock and warrants. During the three months ended March 31, 2025, we made $232 thousand in debt repayments.
Future Capital Requirements
Since inception, we have incurred cumulative net losses and negative cash flows from operating activities, and we expect this to continue for the foreseeable future. As of March 31, 2026, we had $441 thousand in cash balances. Our ability to continue as a going concern is dependent upon our ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, on terms acceptable to us, or at all. This raises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued.
During 2025, we completed multiple sales of certain Ohio Equipment Assets for cumulative gross proceeds of $5.0 million and we completed the sale of our Canadian Farms for gross proceeds of $2.1 million. In October 2025, we completed an issuance of senior notes for net proceeds of $3.3 million.
On February 11, 2026, we completed an equity transaction with certain investors, pursuant to which we sold an aggregate of 1,269,509 shares of our Common Stock and pre-funded warrants to purchase an aggregate of 67,706 shares of Common Stock for gross proceeds of $1.15 million. We plan to continue to sell assets, or to issue equity or debt securities to increase our cash liquidity and fund our evolving strategic plan.
Until such time, if ever, as we can generate positive cash flows from operating activities, we may finance our cash needs through a combination of sales of non-core assets, equity offerings, debt financings, government or other third-party funding, strategic alliances, and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of holders of our common stock will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and
distribution arrangements, or other collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.
If we are unable to generate additional funds in a timely manner, we will exhaust our resources and will be unable to maintain our currently planned operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.
Critical Accounting Policies and Estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to these estimates, or the policies related to them, during the three months ended March 31, 2026. For a full discussion of these estimates and policies, see “Critical Accounting Policies and Estimates” within “Management’s Discussion and Analysis of Financial Results of Operations” in our 2025 Annual Report on Form 10-K.
Smaller Reporting Company Status
We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.
As a smaller reporting company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following sections provide quantitative information on our exposure to interest rate risk and foreign currency exchange risk. We make use of sensitivity analyses, which are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.
Interest Rate Risk
Our primary exposure to market risk is interest rate risk associated with debt financing that we utilize from time to time to fund operations or specific projects. The interest on this debt is usually determined based on a fixed rate and is contractually set in advance. As of March 31, 2026 and December 31, 2025, we had $3.8 million and $3.5 million, respectively, in interest-bearing debt instruments for our continuing operations.
Foreign Currency Exchange Risk
Our functional currency is the U.S. Dollar and the functional currency of our U.S. subsidiaries is the U.S. Dollar. The functional currency of our Canadian subsidiary was the Canadian Dollar. For the Canadian subsidiary, assets and liabilities were translated at the exchange rates in effect at the balance sheet date, equity accounts were translated at the historical exchange rate, and the income statement accounts were translated at the average rate for each period during the year. Net translation gains or losses were adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity. With the sale of our Canadian subsidiary in March 2025, we do not expect to incur foreign translation gains or losses in the future.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of March 31, 2026 (the “Evaluation Date”), our management, with the participation of our Interim Chief Executive Officer, who is also our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Interim Chief Executive Officer has concluded based upon the evaluation described above that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our future business, consolidated results of operations, cash flows, or financial position. We may, from time to time, be subject to legal proceedings and claims arising from the normal course of business activities.
Item 1A. Risk Factors
As disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed on March 31, 2026, there are a number of risk factors that could affect our business, financial condition, and results of operations. The following risk factors are either new or have changed materially from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. In evaluating our business, you should carefully review the risks described in our Annual Report on Form 10-K, including our consolidated financial statements and related notes, and in other reports we file with the SEC. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition, or prospects. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment.
This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below, elsewhere in this Quarterly Report on Form 10-Q, and in our Annual Report on Form 10-K. See “Cautionary Note Regarding Forward-Looking Statements” for information relating to these forward-looking statements.
We have a history of net losses and expect to incur future losses, and there is substantial doubt about our ability to continue as a going concern.
In the period from incorporation to March 31, 2026, we have incurred cumulative net losses of approximately $389 million, and we expect to incur additional net losses in future periods. These losses were related to our personnel, research and development, production and marketing costs. As of March 31, 2026, we had $441 thousand in cash and cash equivalents.
Our ability to continue as a going concern is dependent upon our ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, on acceptable terms, or at all. This raises substantial doubt about our ability to continue as a going concern within one year after the date hereof. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.
The issuance of Series A Convertible Preferred Stock may adversely affect our liquidity, governance, and the rights of holders of our common stock.
On April 7, 2026, we issued shares of Series A Convertible Preferred Stock in a private placement, including in exchange for outstanding indebtedness. The Series A Convertible Preferred Stock has rights senior to our Common Stock, including cumulative dividends, a senior liquidation preference, redemption rights in certain circumstances, and conversion rights into Common Stock. Dividends accrue cumulatively at a high rate and are payable only if declared by our Board of Directors out of legally available funds, and unpaid dividends continue to accrue, increasing our obligations and potentially exacerbating our liquidity constraints.
The conversion of the Series A Convertible Preferred Stock could result in significant dilution to holders of our Common Stock and may adversely affect the trading price of shares of our Common Stock. In addition, the Series A Convertible Preferred Stock includes protective provisions requiring preferred stockholder approval for certain corporate actions, which may limit our operational and financing flexibility. In a liquidation, insolvency, or change of control, holders of shares of Common Stock may receive little or no value after satisfaction of creditor claims and the Series A Convertible Preferred Stock liquidation preference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
EXHIBIT INDEX
| | |
Exhibit Number | | Exhibit Description |
31.1 | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1+ | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | | XBRL instance document. |
101.SCH | | XBRL taxonomy extension schema document. |
101.CAL | | XBRL taxonomy extension calculation linkbase document. |
101.LAB | | XBRL taxonomy label linkbase document. |
101.PRE | | XBRL taxonomy extension presentation linkbase document. |
101.DEF | | XBRL taxonomy extension definition linkbase document. |
104 | | Cover Page Interactive Data File-the cover page interactive data file does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document. |
+The certification furnished in Exhibit 32.1 is deemed to be furnished and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
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 thereunto duly authorized.
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| | AQUABOUNTY TECHNOLOGIES, INC. |
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May 7, 2026 | | /s/ David A. Frank |
| | David A. Frank |
| | Interim Chief Executive Officer, Chief Financial Officer and Treasurer (principal executive, financial and accounting officer and duly authorized officer) |
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