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AquaBounty issues 8.08M shares in preferred conversion

The conversion agreements, entered into October 7, 2026, covered all outstanding shares of both preferred-stock series.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

AquaBounty Technologies, Inc. (AQB) automatically converted all outstanding Series A and Series B Convertible Preferred Stock into 8,077,043 common shares upon the SEC’s declaration on October 23, 2026, that its Form S-3 resale registration statement was effective.

The conversion comprised 5,771,929 common shares from 263,753 Series A preferred shares and 2,305,114 common shares from 109,223 Series B preferred shares. Afterward, no preferred shares remained outstanding; AquaBounty had 13,291,953 common shares outstanding as of October 23, 2026.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Common shares issued in conversion 8,077,043 shares October 23, 2026
Series A preferred shares converted 263,753 shares October 23, 2026
Common shares issued for Series A conversion 5,771,929 shares October 23, 2026
Series B preferred shares converted 109,223 shares October 23, 2026
Common shares issued for Series B conversion 2,305,114 shares October 23, 2026
Common shares outstanding 13,291,953 shares As of October 23, 2026, following the conversion
Series A Convertible Preferred Stock financial
"all outstanding shares of its Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Series B Convertible Preferred Stock financial
"all outstanding shares of its Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
registration statement on Form S-3 regulatory
"the Company’s registration statement on Form S-3 covering the resale"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many common shares did AQB issue in the preferred-stock conversion?

AquaBounty issued 8,077,043 common shares in the conversion on October 23, 2026: 5,771,929 from Series A preferred shares and 2,305,114 from Series B preferred shares.

How many AQB common shares were outstanding after the conversion?

13,291,953 common shares were outstanding as of October 23, 2026. No Series A or Series B preferred shares remained outstanding after the conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000160397800016039782026-10-232026-10-23

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) October 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 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 8.01 Other Events.

As previously reported, on October 7, 2026, AquaBounty Technologies, Inc. (the “Company”) entered into conversion agreements with the holders of all outstanding shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), under which all outstanding shares of Preferred Stock would automatically convert into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon the effectiveness of the Company’s registration statement on Form S-3 covering the resale of those shares.

On October 23, 2026, the Securities and Exchange Commission declared the Company’s Registration Statement on Form S-3 effective. Accordingly, on that date, all 263,753 outstanding shares of Series A Preferred Stock and all 109,223 outstanding shares of Series B Preferred Stock automatically converted into an aggregate of 8,077,043 shares of Common Stock, consisting of 5,771,929 shares issued upon conversion of the Series A Preferred Stock and 2,305,114 shares issued upon conversion of the Series B Preferred Stock. Following the conversion, no shares of Preferred Stock remain outstanding.

Following the conversion, there were 13,291,953 shares of Common Stock outstanding as of October 23, 2026.


‎


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: October 23, 2026

/s/ David A. Frank

David A. Frank

Interim Chief Executive Officer, Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

3 documents

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