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AquaBounty (NASDAQ: AQB) wins approval for flexible reverse stock split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AquaBounty Technologies, Inc. held its Annual Meeting of Stockholders on June 23, 2026, where stockholders approved all five proposals on the agenda. Directors Graydon Bensler, Braeden Lichti, Rick Sterling, and Sylvia A. Wulf were each re-elected for one-year terms.

Stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved an amendment to the certificate of incorporation giving the Board discretion, until July 31, 2026, to implement a reverse stock split at a ratio between 1-for-5 and 1-for-20.

On a non-binding advisory basis, stockholders approved compensation for the company’s named executive officers. An adjournment proposal was approved but ultimately not needed, as approximately 75.8% of the total voting power was present or represented by proxy.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes entitled 10,422,264 votes Total votes entitled to be cast as of April 24, 2026 record date
Votes represented 7,903,525 votes Votes present or represented by proxy at Annual Meeting (~75.8% turnout)
Reverse split approval 7,439,977 for / 453,736 against / 9,812 abstentions Vote on amendment authorizing 1-for-5 to 1-for-20 reverse stock split
Auditor ratification 7,728,776 for / 167,151 against / 7,598 abstentions Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Executive pay advisory vote 6,919,501 for / 42,280 against / 4,772 abstentions Non-binding advisory vote on named executive officer compensation
Shares outstanding 5,147,204 common; 263,753 Series A Preferred Issued and outstanding as of April 24, 2026 record date
Adjournment approval 7,679,072 for / 219,411 against / 5,042 abstentions Vote on potential adjournment to solicit additional votes (not used)
reverse stock split financial
"the Board the discretion to effect a reverse stock split at a ratio ranging from 1-for-5 to 1-for-20"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
non-binding, advisory basis financial
"The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
broker non-votes financial
"The results of such vote were as follows ... Votes For ... Abstentions ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Series A Preferred Stock financial
"5,147,204 shares of Common Stock and 263,753 shares of Series A Preferred Stock issued and outstanding"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Learn about SEC filing dates
false000160397800016039782026-06-232026-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) June 23, 2026

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 each exchange on which registered

Common Stock, par value $0.001 per share

AQB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 23, 2026, AquaBounty Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2026. As of the April 24, 2026 record date for the Annual Meeting, there were 5,147,204 shares of Common Stock and 263,753 shares of Series A Preferred Stock issued and outstanding. Each share of Common Stock was entitled to one vote on the matters to be considered at the Annual Meeting and each share of Series A Preferred Stock was entitled to twenty votes on the matters to be considered at the Annual Meeting. The total number of votes entitled to be cast at the Annual Meeting was 10,422,264.

Shares of the Company’s capital stock representing a total of 7,903,525 votes were present or represented by proxy at the Annual Meeting, representing approximately 75.8% of the Company’s total number of votes entitled to be cast as of record date. The final voting results are set forth below.

 

Proposal 1 – Election of Directors

 

The stockholders elected each person named below to serve as a director on the Board of Directors of the Company (the “Board”) for a one-year term of office until the next Annual Meeting, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The results of such vote were as follows:

Director Name

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

Graydon Bensler

 

 

6,877,654

88,899

936,972

Braeden Lichti

6,936,626

29,927

936,972

Rick Sterling

6,822,911

143,642

936,972

Sylvia A. Wulf

6,932,565

33,988

936,972

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

7,728,776

167,151

7,598

0

 

 

Proposal 3 – Approval of an Amendment to the Certificate of Incorporation, to Approve a Reverse Stock Split

The stockholders approved the amendment, granting the Company’s Board the discretion to effect a reverse stock split at a ratio ranging from 1-for-5 to 1-for-20, inclusive, with such ratio and the timing of the reverse stock split, if any, to be determined by the Board in its sole discretion (but in no event later than July 31, 2026). The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

7,439,977

453,736

9,812

0

Proposal 4 – Non-Binding, Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

 

The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

6,919,501

42,280

4,772

936,972

Proposal 5 – Approval of an Adjournment of the Meeting, if Necessary to Solicit Additional Votes

 

The stockholders approved an adjournment to the meeting, which was not necessary. The results of such vote were as follows:


 

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

7,679,072

219,411

5,042

0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Description

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).



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: June 25, 2026

/s/ David A. Frank

David A. Frank

Interim Chief Executive Officer, Chief Financial Officer and Treasurer

FAQ

What did AquaBounty (AQB) stockholders approve at the 2026 annual meeting?

Stockholders approved all five proposals, including re-electing four directors, ratifying Deloitte & Touche LLP as auditor, authorizing a potential reverse stock split, endorsing executive pay, and approving an adjournment option that was ultimately unnecessary.

What reverse stock split authority did AquaBounty (AQB) receive?

Stockholders approved an amendment allowing the Board to implement a reverse stock split at a ratio between 1-for-5 and 1-for-20, at the Board’s discretion, any time on or before July 31, 2026, if it decides such action is appropriate.

Were AquaBounty’s (AQB) directors re-elected at the 2026 meeting?

Yes. Stockholders re-elected Graydon Bensler, Braeden Lichti, Rick Sterling, and Sylvia A. Wulf to one-year terms. Each director will serve until the next annual meeting and until a successor is duly elected and qualified or earlier resignation or removal.

Did AquaBounty (AQB) stockholders approve executive compensation?

Yes. In a non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers, with 6,919,501 votes for, 42,280 against, and 4,772 abstentions, plus 936,972 broker non-votes recorded on this proposal.

How many votes were represented at AquaBounty’s 2026 annual meeting?

Shares representing 7,903,525 votes were present or represented by proxy, equal to about 75.8% of the 10,422,264 total votes entitled to be cast as of the record date, indicating a relatively high participation level in the meeting’s decisions.

Who will audit AquaBounty’s (AQB) 2026 financial statements?

Stockholders ratified Deloitte & Touche LLP as AquaBounty’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 7,728,776 votes for, 167,151 against, 7,598 abstentions, and no broker non-votes recorded.

Filing Exhibits & Attachments

3 documents