AquaBounty (NASDAQ: AQB) director stays after conditional exit fails

Rhea-AI Filing Summary

AquaBounty Technologies, Inc. clarifies that director Rick Sterling has not resigned from its Board. Sterling had previously delivered a conditional resignation notice on October 28, 2025, tied to several requirements.

The conditions included the filing of the Company’s Form 10-K for the year ended December 31, 2025, the closing of transactions contemplated by certain note purchase agreements, and the placement or purchase of a customary directors’ and officers’ liability insurance tail policy. Although the Form 10-K was filed on March 31, 2026, the other conditions were not met, so the resignation notice was deemed withdrawn. The Company states that Sterling’s original resignation notice was not due to any disagreement regarding its operations, policies or practices.

8-K Event Classification

2 items: 5.01, 5.02

2 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Initial resignation notice date: October 28, 2025 Form 10-K filing date: March 31, 2026 Fiscal year end: December 31, 2025

3 metrics

Initial resignation notice date October 28, 2025 Date Rick Sterling delivered conditional Board resignation notice

Form 10-K filing date March 31, 2026 Date AquaBounty filed Form 10-K for year ended December 31, 2025

Fiscal year end December 31, 2025 Fiscal year referenced in Form 10-K linked to resignation conditions

Key Terms

note purchase agreements, directors’ and officers’ liability insurance tail policy, Emerging growth company

3 terms

note purchase agreements financial

"including the closing of the transactions contemplated by the applicable note purchase agreements"

directors’ and officers’ liability insurance tail policy financial

"and the placement or purchase of a customary directors’ and officers’ liability insurance tail policy"

Emerging growth company regulatory

"Emerging growth company o o Item 5.01. Changes in Control of Registrant."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported) October 28, 2025

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36426	04-3156167
(State or other jurisdiction ‎of incorporation)	(Commission ‎File Number)	(IRS Employer ‎Identification No.)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	AQB	The NASDAQ Stock Market LLC

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

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 5.02 of this Current Report on Form 8-K/A is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously reported by AquaBounty Technologies, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2025 (the “Initial Form 8-K”), on October 28, 2025, Rick Sterling delivered to the Company a written notice of resignation from the Board of Directors of the Company (the “Board”), with such resignation to become effective contingent upon the satisfaction of certain conditions, including the filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and subject to the satisfaction of certain additional conditions, including the closing of the transactions contemplated by the applicable note purchase agreements and the placement or purchase of a customary directors’ and officers’ liability insurance tail policy (the “Sterling Resignation Notice”).

On March 31, 2026, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Pursuant to the express terms of the Sterling Resignation Notice, because the conditions to the effectiveness of Mr. Sterling’s resignation were not satisfied as of such date, the Sterling Resignation Notice was deemed withdrawn and of no further force or effect. There was no placement or purchase of a customary directors’ and officers’ liability insurance tail policy, as contemplated in the Sterling Resignation Notice. Accordingly, Mr. Sterling has not resigned from the Board and continues to serve as a director of the Company.

Mr. Sterling’s resignation notice was not submitted as the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Except as expressly set forth herein, this Current Report on Form 8-K/A does not amend the Initial 8-K in any way and does not modify or update any other disclosures contained in the Initial 8-K. This Current Report on Form 8-K/A supplements the Initial 8-K and should be read in conjunction with the Initial 8-K.

‎

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AquaBounty Technologies, Inc.
		(Registrant)
Date: March 31, 2026		/s/ David A. Frank
		David A. Frank
		Interim Chief Executive Officer, Chief Financial Officer and Treasurer

FAQ

What does AquaBounty (AQB) disclose about Rick Sterling’s Board resignation?

AquaBounty reports that Rick Sterling’s prior conditional resignation from its Board is no longer effective. Required conditions were not fully satisfied, so the notice was deemed withdrawn and he continues serving as a director without any stated disagreement with the company.

Why was Rick Sterling’s resignation from AquaBounty’s Board considered conditional?

Sterling’s resignation was contingent on specific events, including filing AquaBounty’s Form 10-K, closing transactions under certain note purchase agreements, and arranging a directors’ and officers’ liability insurance tail policy. Because these conditions were not all met, the resignation did not take effect.

Did AquaBounty (AQB) complete its Form 10-K filing tied to Sterling’s resignation?

Yes. AquaBounty filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on March 31, 2026. However, other conditions in Sterling’s resignation notice were not fulfilled, so the resignation was treated as withdrawn.

Does Rick Sterling currently remain a director of AquaBounty Technologies (AQB)?

Yes. AquaBounty confirms that Rick Sterling has not resigned from the Board and continues to serve as a director. His earlier conditional resignation notice became ineffective when its specified conditions were not fully satisfied by the referenced dates.

Was Rick Sterling’s resignation related to disagreements with AquaBounty’s operations or policies?

No. AquaBounty states that Sterling’s resignation notice was not submitted due to any disagreement with the company. It was instead tied to specific transactional and insurance conditions that ultimately were not satisfied, leaving him in his Board role.

What role did the directors’ and officers’ liability insurance tail policy play in this 8-K/A?

Sterling’s resignation notice required placement or purchase of a customary directors’ and officers’ liability insurance tail policy. AquaBounty states that no such policy was placed or purchased, contributing to the conditions not being satisfied and the resignation notice being deemed withdrawn.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.1 KB
• EX-101 EX-101.LAB 20.9 KB
• EX-101 EX-101.PRE 11.6 KB