AquaBounty has $122K cash, flags going-concern doubt
AquaBounty's October conversion issued 8,077,043 common shares, while cash at September 30 stood at $122,255.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
AquaBounty Technologies, Inc. (AQB) reported a third-quarter net loss of $1.494 million, compared with $1.381 million a year earlier. Cash was $122,255 as of September 30, 2026, and cumulative net losses were $393 million. Management said substantial doubt exists about its ability to continue as a going concern within one year after the financial statements are issued. Nine-month net cash used in operating activities was $3.807 million, versus $5.561 million in 2025.
As of September 30, 2026, AquaBounty’s primary remaining asset was the Ohio Farm Project. Its strategic review includes a possible sale, lease, joint development or other transactions involving power infrastructure, energy development or related uses. On October 23, 2026, all Series A and Series B preferred shares converted after a resale registration statement became effective. The company issued 8,077,043 common shares; 13,291,953 common shares were outstanding as of that date. An unsecured, nonconvertible note issued October 29, 2026, permits advances up to $1.0 million; $500 thousand had been advanced as of November 2, 2026. JobsOhio upheld its $1.0 million grant repayment demand and requested payment by November 22, 2026; AquaBounty is evaluating its response.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month operating cash use was $3.807 million, versus $5.561 million a year earlier.
Negative
- Major pointSubstantial doubt exists about continuation as a going concern within one year.
- Moderate pointThird-quarter net loss increased 8% year over year to $1.494 million.
Filing Explained
The October 29 note is unsecured and nonconvertible, with no warrants or other equity securities issued, so the borrowing adds no shares to common holders’ ownership base. The initial advance bears 9% annual interest and is due October 29, 2028.
Key Figures
Key Terms
going concern financial
discontinued operations financial
pre-funded warrants financial
liquidation preference financial
valuation allowance financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was AQB's third-quarter 2026 net loss?
How many shares did AQB issue in its preferred-stock conversion?
What are the terms of AQB's October 2026 promissory note?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________
Commission File Number:
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer |
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(Address and telephone number of the registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
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.
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Large accelerated filer | o | Accelerated filer | o | x | Smaller reporting company | ||
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| Emerging growth company |
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
At November 5, 2026, the registrant had
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AquaBounty Technologies, Inc. | ||
FORM 10-Q | ||
For the Quarterly Period Ended September 30, 2026 | ||
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TABLE OF CONTENTS | ||
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PART I | FINANCIAL INFORMATION | Page |
Item 1. | Financial Statements | 2 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 20 |
Item 4. | Controls and Procedures | 20 |
PART II | OTHER INFORMATION |
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Item 1. | Legal Proceedings | 20 |
Item 1A. | Risk Factors | 21 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
Item 3. | Defaults Upon Senior Securities | 23 |
Item 4. | Mine Safety Disclosures | 23 |
Item 5. | Other Information | 23 |
Item 6. | Exhibits | 24 |
Signatures | 25 | |
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.
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AquaBounty Technologies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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Assets |
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Current assets: |
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Cash | $ | |
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Prepaid expenses and other current assets |
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Current assets held for sale |
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Total current assets |
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Right of use assets, net |
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Total assets | $ | |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable and accrued liabilities | $ | |
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Accrued employee compensation |
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Other current liabilities |
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Current liabilities held for sale |
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Total current liabilities |
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Non-current liabilities held for sale |
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Long-term debt |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders' equity (deficit): |
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Preferred stock, $ |
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shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively |
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Common stock, $ |
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and December 31, 2025, respectively |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' equity (deficit) |
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Total liabilities and stockholders' equity (deficit) | $ | |
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See accompanying notes to these condensed consolidated financial statements.
2
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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| Three Months Ended |
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Costs and expenses |
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Sales and marketing | $ | — |
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General and administrative |
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Total costs and expenses |
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Operating loss |
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Other (expense) income |
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Interest expense |
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Loan forgiveness |
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Other expense, net |
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Total other (expense) income |
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Loss from continuing operations |
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Loss from discontinued operations |
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Net loss | $ | ( |
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Other comprehensive income |
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Foreign currency translation gain |
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Comprehensive loss | $ | ( |
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Basic and diluted net loss per share |
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from continuing operations | $ | ( |
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from discontinued operations |
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Total basic and diluted net loss per share | $ | ( |
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Weighted average number of common shares |
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See accompanying notes to these condensed consolidated financial statements.
3
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
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| Total | ||||||||
Balance at December 31, 2024 |
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Net income |
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Other comprehensive income |
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Balance at March 31, 2025 |
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Net loss |
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Balance at June 30, 2025 |
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Net loss |
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Share-based compensation |
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Balance at September 30, 2025 |
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| Total | ||||||||
Balance at December 31, 2025 |
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Net loss |
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Issuance of common stock and warrants |
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Balance at March 31, 2026 |
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Net loss |
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Issuance of preferred stock |
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Dividends on preferred stock |
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Balance at June 30, 2026 |
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Net loss |
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Exercise of warrants |
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Dividends on preferred stock |
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Balance at September 30, 2026 |
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See accompanying notes to these condensed consolidated financial statements.
5
AquaBounty Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Operating activities |
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Net loss | $ | ( |
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Adjustment to reconcile net loss to net cash used in |
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operating activities: |
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Share-based compensation |
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Long-lived asset impairment |
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Loan forgiveness |
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Other non-cash items |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other assets |
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Accounts payable and accrued liabilities |
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Accrued employee compensation |
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Net cash used in operating activities |
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Investing activities |
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Proceeds from asset sales |
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Net cash provided by investing activities |
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Financing activities |
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Proceeds from issuance of common stock and warrants, net |
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Proceeds from issuance of preferred stock, net |
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Net cash provided by (used in) financing activities |
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Net change in cash |
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Supplemental disclosure of cash flow information and non-cash transactions: |
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Interest paid in cash from discontinued operations | $ | |
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Non-cash conversion of notes and accrued interest to preferred stock | $ | |
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Non-cash conversion of accounts payable to current debt | $ | — |
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Property and equipment included in accounts payable and accrued liabilities | $ | — |
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See accompanying notes to these condensed consolidated financial statements.
6
AquaBounty Technologies, Inc.
Notes to the condensed consolidated financial statements
(unaudited)
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 September 30, 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 its investment bank to identify the optimal path forward for realizing the potential of this asset.
Since inception, the Company has incurred cumulative net losses of $
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
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 $
On June 25, 2026, the Company entered into securities purchase agreements with certain purchasers, pursuant to which the Company issued and sold
7
(“Series B PS”) for gross proceeds of $
On October 7, 2026, the Company entered into conversion agreements with the holders of the Company’s Series A PS and Series B PS. On October 23, 2026, the Securities and Exchange Commission declared the resale registration statement covering the resale of the conversion shares effective, and all outstanding shares of Series A PS and Series B PS, along with all accrued and unpaid dividends through October 15, 2026, automatically converted into shares of the Company’s Common Stock (see Notes 8 and 12).
Basic and diluted net loss per share available to common stockholders have been calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Basic net loss per share is based solely on the number of shares of common stock outstanding during the period. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants or options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential shares of common stock are considered anti-dilutive and are excluded from the calculation of diluted net loss per share.
The following table contains the Company’s potentially dilutive securities:
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| Three Months Ended September 30, | |||
Weighted Average Outstanding |
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| 2026 |
|
| 2025 |
Stock options |
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| |
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| |||
Prefunded warrants |
|
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|
| |
|
| — |
Convertible preferred stock |
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| |
|
| — |
Unvested stock awards |
|
| — |
|
| — | ||
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| Nine Months Ended September 30, | |||
Weighted Average Outstanding |
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| 2026 |
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| 2025 |
Stock options |
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| |
|
| | ||
Prefunded warrants |
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|
|
| |
|
| — |
Convertible preferred stock |
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| |
|
| — |
Unvested stock awards |
|
| — |
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| | ||
8
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.
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
During 2024 and 2025, the Company sold its Indiana Farm, began selling certain Ohio Equipment Assets that had been purchased for the Company’s Ohio Farm Project, announced the winddown of its Canadian fish rearing operations, and sold its Canadian Farms. These decisions by the Company represented a strategic shift that has had a major effect on the Company’s operations and financial results. Additionally, the Company began working with its investment bank to identify the optimal path forward for realizing the potential of its remaining assets, including the possible sale of the Ohio Farm Project. Consequently, the Company determined that the actions and decisions that occurred constituted a triggering event for revaluing these assets and has included each of these farms in discontinued operations in the condensed consolidated financial statements for the periods presented (see Note 12).
Provided below are the major areas of the financial statements that constitute discontinued operations.
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| September 30, |
| December 31, | ||
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| 2026 |
| 2025 | ||
Assets |
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Prepaid and other current assets |
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| $ | |
| $ | |
Property, plant and equipment |
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| |
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| |
Total assets held for sale |
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| $ | |
| $ | |
Liabilities |
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Accounts payable and accrued expenses |
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| $ | |
| $ | |
Current debt |
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Non-current debt |
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| |
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| — |
Total Liabilities held for sale |
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| $ | |
| $ | |
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| Nine months ended September 30, | ||||
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| 2026 |
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| 2025 |
Cash flows from operating activities |
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Long-lived asset impairment |
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| $ | — |
| $ | |
Changes in working capital |
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| ( |
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| |
Cash flows from investing activities |
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Proceeds from asset sales |
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| — |
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| |
Cash flows from financing activities |
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Repayment of term debt |
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| ( |
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| ( |
9
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| Three months ended September 30, |
| Nine months ended September 30, | ||||||||
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| 2026 |
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| 2025 |
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| 2026 |
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| 2025 |
Costs and expenses |
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General and administrative |
| |
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| |
| $ | |
| $ | |
Long-lived impairment, net |
| — |
|
| |
|
| — |
|
| |
Operating income (loss) |
| ( |
|
| ( |
|
| ( |
|
| ( |
Other expense |
| ( |
|
| — |
|
| ( |
|
| ( |
Loss from discontinued operations | $ | ( |
| $ | ( |
| $ | ( |
| $ | ( |
Major classifications of prepaid and other current assets are summarized as follows:
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|
| September 30, 2026 |
| December 31, 2025 | ||
Prepaid insurance | $ | |
| $ | |
Prepaid Other |
| |
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| |
Total prepaid expenses and other current assets | $ | |
| $ | |
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| Interest |
| Monthly |
| Maturity |
| September 30, 2026 |
| December 31, 2025 | ||
Senior Notes |
|
| — |
|
| $ | — |
| $ | | ||
less: loan origination costs |
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| — |
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| ( |
less: current portion |
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| — |
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| — |
Long-term debt, net |
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| $ | — |
| $ | |
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 $
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 $
The Company’s stockholders have authorized
Recent Issuances of Preferred Stock, 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
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 $
10
of
On June 25, 2026, the Company entered into securities purchase agreements with certain purchasers, pursuant to which the Company issued and sold
Preferred Stock
There are a total of
Dividends – Dividends accrue on each share of preferred stock at the rate of
Conversion –
Liquidation Preference – Upon any liquidation, dissolution or winding up, preferred stockholders are entitled to receive, before any distribution to junior securities, at the holder’s election, either cash or 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 accumulating dividends.
Voting –
At September 30, 2026, the Company’s outstanding preferred stock consisted of the following:
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| Shares Authorized |
| Shares Outstanding |
| Conversion Price |
| Common Stock Equivalent |
| Liquidation Value |
| Accrued Dividends | |||||
Series A Preferred Stock | |
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| |
| $ | |
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| |
| $ | |
| $ | |
Series B Preferred Stock | |
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| |
| $ | |
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| |
| $ | |
| $ | |
Total at September 30, 2026 | |
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| |
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| |
| $ | |
| $ | |
On October 7, 2026, the Company entered into conversion agreements with the holders of the Company’s Series A PS and Series B PS (the “Conversion Agreements”), pursuant to which all outstanding shares of Series A PS and Series B PS would automatically convert into shares of the Company’s Common Stock, on the earlier of (i) the date on which a resale registration statement was declared effective by the Securities and Exchange Commission and (ii) October 30, 2026 (the “Conversion Date”). Pursuant to the Conversion Agreements, the number of shares of Common Stock issuable upon conversion was calculated in accordance with the applicable Certificate of Designations by multiplying the number of shares of preferred stock by the applicable liquidation value ($
Share-based compensation
At September 30, 2026, the Company has reserved
11
Unvested Stock Awards
During the nine months ended September 30, 2026 and 2025, the Company expensed $
Stock options
The Company’s option activity is summarized as follows:
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| Number of |
| Weighted | |
Outstanding at December 31, 2025 | |
| $ | |
Expired | ( |
|
| |
Outstanding at September 30, 2026 | |
| $ | |
Exercisable at September 30, 2026 | |
| $ | |
Unless otherwise indicated, options issued to employees, members of the Board, and non-employees generally vest over a period of
There was
The following table summarizes information about options outstanding and exercisable at September 30, 2026:
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Weighted |
| Number of |
| Weighted |
| Number of |
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< $ |
| |
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$ |
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$ |
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$ |
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Total share-based compensation on stock-option grants amounted to $
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 has received a demand repayment notice from JobsOhio for $
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, other than the JobsOhio matter described below and in Part II, Item 1, Legal Proceedings, existing at September 30, 2026, will not have a material adverse effect on the Company’s financial position or results of operations.
In August 2021, AquaBounty Farms Ohio LLC, a subsidiary of the Company, entered into a grant agreement with JobsOhio and received a $
12
Lease commitments
The Company’s lease right of use assets and obligations as of September 30, 2026 and 2025 were $
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
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.
The Company reported a net loss for the nine months ended September 30, 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,
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.
On October 7, 2026, the Company entered into conversion agreements with the holders of the Company’s Series A PS and Series B PS (the “Conversion Agreements”), pursuant to which all outstanding shares of Series A PS and Series B PS would automatically convert into shares of the Company’s Common Stock, on the earlier of (i) the date on which a resale registration statement was declared effective by the Securities and Exchange Commission and (ii) October 30, 2026 (the “Conversion Date”). Pursuant to the Conversion Agreements, the number of shares of Common Stock issuable upon conversion was calculated in accordance with the applicable Certificate of Designations by multiplying the number of shares of preferred stock by the applicable liquidation value ($
October 29, 2026, the Company issued a promissory note to Commas International LLC, an affiliate of Univest Securities, LLC, under which the lender may make advances to the Company from time to time in an aggregate principal amount of up to $
13
14
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 have been engaged in efforts to monetize the Ohio Farm Project through discussions with parties in the aquaculture industry. While those discussions remain ongoing, evolving market conditions have led us to broaden our evaluation of strategic alternatives to maximize shareholder value. The Ohio Farm Site possesses a unique combination of infrastructure assets that we believe may be attractive to participants in the rapidly expanding power generation and digital infrastructure sectors. As part of an expanded strategic review, we intend to engage with developers, utilities, independent power producers, infrastructure investors, and other strategic partners regarding a range of potential transactions. These may include an outright sale of the property, joint development arrangements, long-term leasing opportunities, or other structures that could realize the value of the Ohio Farm Site's infrastructure assets. We will also evaluate opportunities to participate more directly in infrastructure or energy development where doing so could enhance long-term shareholder value.
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 determined these actions 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 September 30, 2026, we had an accumulated deficit of $393 million and $122 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. The warrants were converted to Common Stock during August 2026.
On April 7, 2026, we entered into securities exchange agreements in a private placement with the holders of our 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 our Series A PS. The transaction also included the issuance of 27,386 shares of Series A PS to a certain investor for gross proceeds of $500 thousand. The Series A PS issued in the transaction were convertible into shares of our Common Stock at the option of the holders
On June 25, 2026, we entered into securities purchase agreements with certain purchasers, pursuant to which we issued and sold 109,223 shares of our Series B PS for gross proceeds of $2.25 million. The Series B PS were convertible into shares of our Common Stock at the option of the holders.
15
On October 7, 2026, we entered into conversion agreements with the holders of our Series A PS and Series B PS (the “Conversion Agreements”), pursuant to which all outstanding shares of Series A PS and Series B PS would automatically convert into shares of our Common Stock, on the earlier of (i) the date on which a resale registration statement was declared effective by the Securities and Exchange Commission and (ii) October 30, 2026 (the “Conversion Date”). Pursuant to the Conversion Agreements, the number of shares of Common Stock issuable upon conversion was calculated in accordance with the applicable Certificate of Designations. The holders waived any dividends accruing after October 15, 2026. On October 23, 2026, the Securities and Exchange Commission declared the resale registration statement effective, and all outstanding shares of Series A PS and Series B PS automatically converted into shares of our Common Stock. Upon conversion, we issued an aggregate of 5,771,929 shares of Common Stock to the holders of the Series A PS and 2,305,114 shares of Common Stock to the holders of the Series B PS, for a total of 8,077,043 shares of Common Stock. Upon conversion, the shares of preferred stock were cancelled and retired and ceased to be outstanding, and the holders have no further rights with respect to the preferred stock.
On October 29, 2026, we issued a promissory note to Commas International LLC (the “Lender”), an affiliate of Univest Securities, LLC, under which the Lender may make advances to us from time to time in an aggregate principal amount of up to $1.0 million. As of the date of this filing, we have received advances totaling $500 thousand under the promissory note.
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 September 30, 2026, to the three months ended September 30, 2025
The following table summarizes our results of operations for the three months ended September 30, 2026 and 2025, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Dollar |
| % | ||||
| 2026 |
| 2025 |
| Change |
| Change | ||
|
| (unaudited) |
|
|
|
| |||
Costs and expenses |
|
|
|
|
|
|
|
|
|
Sales and marketing | $ | — |
| $ | — |
| — |
| —% |
General and administrative |
| 1,172 |
|
| 737 |
| 435 |
| 59% |
Operating loss |
| (1,172) |
|
| (737) |
| (435) |
| 59% |
Other expense |
| (3) |
|
| (4) |
| 1 |
| (25)% |
Loss from continuing operations |
| (1,175) |
|
| (741) |
| (434) |
| 59% |
Loss from discontinued operations |
| (320) |
|
| (640) |
| 320 |
| (50)% |
Net loss | $ | (1,495) |
| $ | (1,381) |
| (114) |
| 8% |
16
Sales and Marketing Expenses
There were no sales and marketing expenses for the three months ended September 30, 2026 or 2025, due to the sale of our Indiana Farm and Canadian Farms.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2026, were up from the corresponding period in 2025, primarily due to increases in professional fees, state excise tax liabilities and legal fees, offset by reductions in personnel costs, insurance fees, share-based compensation costs, and Board compensation fees.
Other (Expense) Income
Other expense for the three months ended September 30, 2026 and 2025, is comprised of bank charges.
Loss from Discontinued Operations
The loss from discontinued operations for the three months ended September 30, 2026, was comprised of general administrative expenses and interest expense. The loss from discontinued operations for the three months ended September 30, 2025 was comprised of a long-lived asset impairment, general and administrative expenses and interest expense and banking fees related to the Ohio Farm.
Comparison of the nine months ended September 30, 2026, to the nine months ended September 30, 2025
The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended |
| Dollar |
| % | ||||
| 2026 |
| 2025 |
| Change |
| Change | ||
|
| (unaudited) |
|
|
|
| |||
Costs and expenses |
|
|
|
|
|
|
|
|
|
Sales and marketing | $ | — |
| $ | 7 |
| (7) |
| (100)% |
General and administrative |
| 2,592 |
|
| 3,093 |
| (501) |
| (16)% |
Operating loss |
| (2,592) |
|
| (3,100) |
| 508 |
| (16)% |
Other (expense) income |
| (840) |
|
| 1,997 |
| (2,837) |
| (142)% |
Loss from continuing operations |
| (3,432) |
|
| (1,103) |
| (2,329) |
| 211% |
Loss from discontinued operations |
| (894) |
|
| (3,250) |
| 2,356 |
| (72)% |
Net loss | $ | (4,326) |
| $ | (4,353) |
| 27 |
| (1)% |
Sales and Marketing Expenses
There were no sales and marketing expenses for the nine months ended September 30, 2026, due to the sale of our Indiana Farm and Canadian Farms.
General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 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, offset by increases in professional fees.
Other (Expense) Income
Other expense for the nine months ended September 30, 2026, is comprised of interest expense and bank charges. Other income for the nine months ended September 30, 2025 is comprised of the forgiveness of an outstanding loan and interest income, less interest expense and bank charges.
17
Loss from Discontinued Operations
The loss from discontinued operations for the nine months ended September 30, 2026, was comprised of general administrative expenses and interest expense. The loss from discontinued operations for the nine months ended September 30, 2025, was comprised of a long-lived asset impairment, general and administrative expenses and interest expense and banking fees related to the Ohio farm.
Cash Flows
The following table sets forth the significant sources and uses of cash for the periods set forth below (in thousands):
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, |
| Dollar |
| % | ||||
| 2026 |
| 2025 |
| Change |
| Change | ||
|
| (unaudited) |
|
|
|
| |||
Net cash (used in) provided by: |
|
|
|
|
|
|
|
|
|
Operating activities | $ | (3,807) |
| $ | (5,561) |
| 1,754 |
| (32)% |
Investing activities |
| — |
|
| 7,106 |
| (7,106) |
| (100)% |
Financing activities |
| 3,428 |
|
| (832) |
| 4,260 |
| (512)% |
Effect of exchange rate changes on cash |
| — |
|
| 8 |
| (8) |
| (100)% |
Net change in cash | $ | (379) |
| $ | 721 |
| (1,100) |
| (153)% |
Cash Flows from Operating Activities
Net cash used in operating activities during the nine months ended September 30, 2026, was primarily comprised of our $4.3 million net loss, which included $514 thousand in non-cash loan amortization costs, non-cash share-based compensation charges of $5 thousand and working capital uses of $2 thousand. Net cash used in operating activities during the nine months ended September 30, 2025, was primarily comprised of our $4.4 million net loss, which included $2.1 million in non-cash gains, and working capital uses of $452 thousand, partially offset by non-cash share-based compensation charges of $64 thousand and an asset impairment charge of $1.3 million.
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 and prepaid expenses and other assets.
Cash Flows from Investing Activities
During the nine months ended September 30, 2026, there were no investing activities, and during the nine months ended September 30, 2025, we received $7.1 million from the sale of assets.
Cash Flows from Financing Activities
During the nine months ended September 30, 2026, we received $3.7 million in net proceeds from the issuance of preferred stock, common stock and warrants. During the nine months ended September 30, 2025, we made $832 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 September 30, 2026, we had $122 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.
On April 7, 2026, we entered into securities exchange agreements in a private placement with the holders of our outstanding Senior Notes, pursuant to which an aggregate of $4.0 million of principal and $316 thousand of accrued and unpaid interest was exchanged
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for an aggregate of 236,367 shares of our Series A PS. The transaction also included the issuance of 27,386 shares of Series A PS to a certain investor for gross proceeds of $500 thousand.
On June 25, 2026, we entered into securities purchase agreements with certain purchasers, pursuant to which we issued and sold 109,223 shares of our Series B PS for gross proceeds of $2.25 million.
On October 29, 2026, we issued a promissory note to Commas International LLC, an affiliate of Univest Securities, LLC, under which the lender may make advances to us from time to time in an aggregate principal amount of up to $1.0 million. As of November 2, 2026, we had received advances totaling $500 thousand under the note. The initial advance bears interest at 9% per annum and is due on October 29, 2028. The note is unsecured, is not convertible into equity securities of the Company, and no warrants or other equity securities were issued to the lender in connection with the note. We intend to use advances under the note for working capital and to meet our short-term liquidity needs.
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 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.
In addition, JobsOhio has demanded repayment of a $1.0 million economic development grant and requested payment by November 22, 2026. We are evaluating our response, which may include discussing repayment options with JobsOhio, although there can be no assurance that JobsOhio will agree to any payment schedule or other accommodation. Repayment of the grant would reduce our available cash resources and could adversely affect our liquidity, financial condition and ability to fund our operations and pursue our strategic review of the Ohio Farm Project.
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 nine months ended September 30, 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.
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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 September 30, 2026 and December 31, 2025, we had nil and $3.5 million, respectively, in interest-bearing debt instruments for our continuing operations and we had $7.1 million and $7.4 million, respectively in interest-bearing debt instruments for our discontinued 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 September 30, 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 & Chief Financial 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 quarter ended September 30, 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.
In August 2021, AquaBounty Farms Ohio LLC, a subsidiary of the Company, entered into a grant agreement with JobsOhio (the “Grant Agreement”) and received a $1.0 million economic development grant in connection with the Ohio Farm Project. Under the Grant Agreement, we committed to create 112 jobs with associated payroll of approximately $5.4 million and to make approximately $222.1 million in fixed asset investments by December 31, 2026, and to maintain those commitments through December 31, 2028. Construction of the Ohio Farm Project was paused in June 2023, we have been selling equipment assets and we have reduced our headcount to three employees. On September 21, 2026, JobsOhio notified us that our sale of equipment and consideration of acquisition offers for the Ohio Farm Project property constitute a breach of the Grant Agreement and demanded repayment of the full
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$1.0 million of grant funds. We responded to JobsOhio on October 6, 2026 and provided additional information. On October 23, 2026, JobsOhio informed us that it had decided to uphold its demand for repayment of the full $1.0 million and requested payment by November 22, 2026. JobsOhio indicated that, absent payment, it may refer the matter for collection and pursue the remedies available under the Grant Agreement.
We are evaluating our response, which may include discussing repayment options with JobsOhio, although there can be no assurance that JobsOhio will agree to any payment schedule or other accommodation. Repayment of the grant would reduce our available cash resources and could adversely affect our liquidity, financial condition and ability to fund our operations and pursue our strategic review of the Ohio Farm Project. In addition, any collection or legal action by JobsOhio could result in additional costs and management distraction.
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 September 30, 2026, we have incurred cumulative net losses of approximately $393 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 September 30, 2026, we had $122 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 expansion of our strategic review to include power infrastructure and energy development opportunities may not result in any transaction, and any such transaction or business would expose us to significant execution, regulatory, and financing risks.
We have historically operated as an aquaculture company and have no operating history in the power generation, energy development, or digital infrastructure sectors. In July 2026, we expanded our strategic review of the Pioneer, Ohio property to evaluate opportunities that may include a sale, lease, joint development arrangement, or other transactions involving power infrastructure, energy development, or related uses. There can be no assurance that this process will result in any transaction, or that any transaction, if pursued, will be completed on favorable terms or at all. The process may require significant management attention and could divert resources from other efforts to preserve and maximize stockholder value.
Any redevelopment or repurposing of the Pioneer site would be subject to significant risks, including market conditions, financing availability, and the ability to obtain required governmental approvals, permits, interconnection rights, and other regulatory authorizations. We also currently lack the capital necessary to pursue large-scale infrastructure or energy projects and may be unable to raise additional funds on acceptable terms, if at all. If the strategic review does not result in a completed transaction, or if any transaction or new business initiative is delayed, more costly than expected, or fails to generate anticipated value, our business, financial condition, results of operations, prospects, and stock price could be materially adversely affected.
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We may not be able to maintain our listing on Nasdaq, which could limit investors’ ability or willingness to make transactions in our securities and subject us to additional trading restrictions.
Even though our common stock is traded on Nasdaq, we cannot assure you that we will be able to comply with standards necessary to maintain such listing, which may result in our common stock being delisted from Nasdaq. If our common stock were no longer listed on Nasdaq, investors would experience impaired liquidity for our common stock, not only in the number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity, but also through delays in the timing of transactions and reduction in media coverage. For example, investors might only be able to trade on one of the over-the-counter markets. In addition, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; a limited amount of news and analyst coverage for us; and a decreased ability to issue additional securities or obtain additional financing in the future.
Nasdaq has adopted Listing Rules 5450(a)(3) and 5550(a)(6), which would require issuers to maintain a minimum Market Value of Listed Securities ("MVLS") of at least $5 million (the "MVLS Requirement"). On July 22, 2026, the staff of the Securities and Exchange Commission's Division of Trading and Markets, acting pursuant to delegated authority, approved the Nasdaq rule change. Under the rule as approved, an issuer whose MVLS remains below $5 million for 30 consecutive business days would be subject to immediate suspension and delisting without a cure or compliance period, and a request for review by a Nasdaq Hearings Panel would not stay the suspension of trading.
However, on July 29, 2026, the Securities and Exchange Commission received notices of intention to petition for review of the delegated action and, pursuant to Rule 431(e) of the Commission's Rules of Practice, the July 22, 2026 approval order was automatically stayed pending review by the full Commission. As a result, the MVLS Requirement and the related immediate suspension and delisting provisions are not currently in effect and will remain stayed unless and until the Commission orders otherwise. The Commission may ultimately affirm, modify or set aside the delegated action, and there can be no assurance as to the outcome or timing of the Commission's review or whether the MVLS Requirement will take effect in its current form, a modified form or at all.
As of November 4, 2026, the market value of our listed securities was greater than $5 million. If the MVLS Requirement becomes effective and we are unable to maintain compliance with that requirement or other applicable Nasdaq continued listing standards, we could become subject to suspension of trading and delisting from Nasdaq.
We have also experienced periods of negative stockholders’ equity, as reflected in our financial statements included in this Quarterly Report on Form 10-Q. Nasdaq's continued listing standards for the Nasdaq Capital Market require, among other things, stockholders' equity of at least $2.5 million, unless an alternative market value or net income standard is met. As of September 30, 2026, our stockholders' equity was approximately $1.0 million, which is below this requirement. Continued net losses, any repayment of or liability recorded for the JobsOhio grant, or further impairment of the Ohio Farm Project could further reduce our stockholders' equity, and any failure to maintain positive stockholders’ equity could further increase the risk that our common stock fails to meet Nasdaq’s continued listing standards, which could result in our suspension and delisting from Nasdaq.
On January 15, 2025, we received a letter (the “2025 Notice”) from Nasdaq notifying us that, because the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, it no longer complied with the minimum bid price requirement for continued listing on Nasdaq. The 2025 Notice had no immediate effect on our listing or on the trading of our common stock. The 2025 Notice provided us with a compliance period of 180 calendar days, or until July 15, 2025, to regain compliance. We were subsequently granted an additional 180 calendar days, or until January 12, 2026, to regain compliance. On September 15, 2025 we received a notice from Nasdaq confirming that we had regained compliance with the minimum bid price requirement for continued listing on Nasdaq.
There can be no assurance that we will be able to maintain compliance with the Nasdaq minimum bid price requirement, the MVLS Requirement, or any other applicable Nasdaq continued listing standards. Any failure to comply with Nasdaq listing rules could lead to the delisting of our common stock from Nasdaq and our common stock trading, if at all, only on the over-the-counter markets, which would likely have less liquidity and more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of our common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock would likely be significantly adversely affected.
JobsOhio has demanded that we repay a $1.0 million economic development grant.
In August 2021, AquaBounty Farms Ohio LLC, a subsidiary of the Company, entered into a grant agreement with JobsOhio (the “Grant Agreement”) and received a $1,000,000 economic development grant in connection with the Ohio Farm Project. Under the Grant Agreement, we committed to create 112 jobs with associated payroll of approximately $5.4 million and to make approximately $222.1 million in fixed asset investments by December 31, 2026, and to maintain those commitments through December 31, 2028.
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Construction of the Ohio Farm Project was paused in June 2023, we have been selling equipment assets and we have reduced our headcount to three employees. On September 21, 2026, JobsOhio notified us that our sale of equipment and consideration of acquisition offers for the Ohio Farm Project property constitute a breach of the Grant Agreement and demanded repayment of the full $1,000,000 of grant funds. We responded to JobsOhio on October 6, 2026 and provided additional information. On October 23, 2026, JobsOhio informed us that it had decided to uphold its demand for repayment of the full $1,000,000 and requested payment by November 22, 2026. JobsOhio indicated that, absent payment, it may refer the matter for collection and pursue the remedies available under the Grant Agreement.
We are evaluating our response, which may include discussing repayment options with JobsOhio, although there can be no assurance that JobsOhio will agree to any payment schedule or other accommodation. Repayment of the grant would reduce our available cash resources and could adversely affect our liquidity, financial condition and ability to fund our operations and pursue our strategic review of the Ohio Farm Project. In addition, any collection or legal action by JobsOhio could result in additional costs and management distraction.
Changes in the political and regulatory environment could adversely affect the potential development or value of the Ohio Farm Site.
As part of our expanded strategic review, we may seek to sell, lease, jointly develop or otherwise utilize the Ohio Farm Site in Pioneer, Ohio for data center or related power infrastructure development. Data center development has been subject to increasing federal, state and local scrutiny, including with respect to zoning and land use, permitting, access to electrical power, water use, infrastructure requirements and related costs, and government authorities have considered or implemented moratoria and other restrictions on new data center development. Changes in the composition or policy priorities of federal, state or local governments following the 2026 midterm elections could result in new or more restrictive laws, regulations or policies affecting data center development, which could delay, limit or prevent development of our property, increase development costs, reduce demand from potential purchasers, tenants or development partners, or otherwise adversely affect the value of our property and our ability to realize the anticipated benefits of any potential data center development.
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 September 30, 2026, no director or officer of the Company
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Item 6. Exhibits
EXHIBIT INDEX
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Exhibit Number |
| Exhibit Description |
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 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A, filed on April 17, 2026). |
3.2* |
| Certificate of Designations of Series B Convertible Preferred Stock(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 30, 2026). |
10.1* |
| Form of Series A Convertible Preferred Stock Conversion Agreement, dated October 7, 2026, by and between the Company and each holder of Series A Preferred Stock (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 8, 2026). |
10.2* |
| Form of Series B Convertible Preferred Stock Conversion Agreement, dated October 7, 2026, by and between the Company and each holder of Series B Preferred Stock (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on October 8, 2026). |
10.3* |
| Promissory Note, dated October 29, 2026, issued by AquaBounty Technologies, Inc. to Commas International LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 2, 2026). |
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 |
| Inline XBRL instance document. |
101.SCH |
| Inline XBRL taxonomy extension schema document. |
101.CAL |
| Inline XBRL taxonomy extension calculation linkbase document. |
101.LAB |
| Inline XBRL taxonomy label linkbase document. |
101.PRE |
| Inline XBRL taxonomy extension presentation linkbase document. |
101.DEF |
| Inline 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. |
*Incorporated herein by reference as indicated.
+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.
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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 thereunto duly authorized.
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| AQUABOUNTY TECHNOLOGIES, INC. |
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November 6, 2026 |
| /s/ David A. Frank |
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| David A. Frank |
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| Interim Chief Executive Officer, Chief Financial Officer and Treasurer (principal executive, financial and accounting officer and duly authorized officer) |
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