Welcome to our dedicated page for Aquabounty Technologies SEC filings (Ticker: AQB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
AquaBounty Technologies SEC filings document capital-structure, governance, and material-event disclosures for a Delaware operating company in land-based aquaculture. Recent 8-K and 8-K/A reports cover senior note financing, securities exchange agreements, private placements of Series A Convertible Preferred Stock, corrections to preferred-stock designation terms, and Nasdaq continued-listing compliance.
The filing record also includes proxy materials addressing director elections, executive compensation, equity-award fair value disclosures, and shareholder voting matters. Other material-event reports disclose board resignation notices, changes in control items, restrictive covenants, events of default, and the relationship between financing agreements and board composition.
AquaBounty Technologies entered into agreements to exchange $4,000,000 of senior note principal plus $315,616.44 of accrued interest for 236,367 shares of new Series A Convertible Preferred Stock, which can convert into up to 4,727,371 common shares, in a private placement.
The company also sold 27,386 Series A preferred shares for $500,000 in cash, convertible into up to 547,705 common shares, and agreed to pay a 7.0% placement fee on the cash portion. The Series A preferred carries an 18.0% annual cash dividend on a $18.2580 liquidation value, ranks senior to common stock, has strong protective provisions, and allows holders to require redemption after a financing raising more than $20,000,000.
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the Form 10-K was filed on March 31, 2026, the other conditions were not met, so the resignation notice was deemed withdrawn.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.
AquaBounty Technologies, Inc. reports a sharply reduced net loss from continuing and discontinued operations of $18.5 million for the year ended December 31, 2025, compared with $149.2 million in 2024, mainly because large 2024 asset impairments did not recur at the same scale.
The company has effectively exited salmon farming, selling its Indiana farm in July 2024, its Canadian farms and related intellectual property in March 2025, and continuing to liquidate Ohio equipment. Its primary remaining asset is the partially built Ohio Farm Project, now classified as held for sale and treated as a discontinued operation.
AquaBounty recorded additional impairment charges of $14.4 million on the Ohio Farm Project in 2025, on top of $129.8 million of impairments in 2024. As of December 31, 2025, it reports an accumulated deficit of $388 million and cash of only $501 thousand, and states there is substantial doubt about its ability to continue as a going concern without new capital.
The company is working with an investment bank on strategic alternatives, including a potential sale of the Ohio Farm Project, after receiving a non-binding letter of interest. Headcount has been reduced to three corporate employees as of March 27, 2026, and management expects general and administrative costs to remain low while it pursues funding and strategic options.
AquaBounty Technologies, Inc. entered into a securities purchase agreement for a registered direct offering of its equity. The company agreed to sell 1,269,509 shares of common stock and pre-funded warrants to purchase 67,706 additional shares, at $0.86 per share and $0.859 per pre-funded warrant.
The transaction is being made under an effective Form S-3 shelf registration and is expected to close on February 13, 2026, generating approximately $1,150,000 in gross proceeds. AquaBounty plans to use the net proceeds for working capital and general corporate purposes.
Univest Securities, LLC is acting as exclusive placement agent on a reasonable best efforts basis. AquaBounty will pay a 7.0% cash fee on gross proceeds and reimburse certain placement agent expenses up to $30,000. The pre-funded warrants are exercisable immediately at $0.001 per share and do not expire.
AquaBounty Technologies, Inc. is conducting a primary offering of 1,269,509 shares of common stock and 67,706 pre-funded warrants, plus 67,706 underlying common shares, at $0.86 per share and $0.859 per warrant in a best-efforts registered direct deal.
Common shares outstanding were 3,877,695 as of February 11, 2026 and are expected to rise to 5,147,204 after the offering, before warrant exercises. The company estimates net proceeds of about $1.0 million, which it plans to use for working capital and general corporate purposes. Pre-funded warrants are immediately exercisable at $0.001 per share but are subject to a 4.99% or 9.99% ownership cap. Univest Securities acts as exclusive placement agent, earning a 7% cash fee and up to $30,000 in expense reimbursement, with no minimum amount required to close.
AquaBounty Technologies, Inc. filed an amended current report to clarify the status of previously disclosed board resignations. On October 28, 2025, director Sylvia Wulf submitted a conditional resignation that would only become effective upon certain transaction-related events or by January 31, 2026, if a directors and officers insurance tail policy was in place or approved.
The company states that these conditions were not satisfied, so Ms. Wulf’s resignation notice expired on January 31, 2026 and she remains on the Board of Directors. By contrast, Rick Sterling’s resignation notice, delivered the same day, remains in effect subject to its own conditions. The company notes that both resignation notices were not due to any disagreement regarding its operations, policies, or practices, and all other disclosures from the initial report remain unchanged.
AquaBounty Technologies director Bensler Graydon filed an initial Form 3 ownership report. The filing shows that, as of the October 28, 2025 event date, he beneficially owns 0 shares of AquaBounty common stock, held directly. This is a disclosure of his starting ownership position as a director and does not reflect any purchase or sale of shares.
AquaBounty Technologies, Inc. has filed Pre-Effective Amendment No. 1 to its shelf registration statement to update it and include hyperlinks to previously filed documents incorporated by reference. Under this shelf, AquaBounty may offer and sell from time to time up to $350,000,000 of debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units. The company’s use of any net proceeds will be for general corporate purposes, which may include debt repayment, capital expenditures and working capital. As context, the aggregate market value of common stock held by non‑affiliates is approximately $3,421,412, based on 3,877,695 shares outstanding as of January 6, 2026, and offerings are subject to the Baby Shelf Limitation tied to this public float.
AquaBounty Technologies (AQB) filed a Form 3, the initial statement of beneficial ownership. The filing identifies the reporting person as a Director and records 0 shares of common stock beneficially owned in direct form. The date of event is 10/28/2025. Table II shows no listed derivative securities.
AquaBounty Technologies entered into Note Purchase Agreements for unsecured, nonconvertible Senior Notes, raising $4,000,000 at 18% interest with a scheduled maturity of 18 months. Principal and interest are due at maturity, with restrictive covenants and events of default that include non‑payment, covenant breaches, insolvency, unauthorized board changes, Nasdaq compliance failures, delayed SEC filings, and certain financial restatements. Proceeds will be used for general corporate purposes, working capital, operational funding, and repayment of certain debts.
The financing triggered board changes: Christine T. St.Clare and Gail Sharps Myers resigned, and Graydon Bensler and Braeden Lichti were appointed as independent directors. Additional conditional resignations by Sylvia Wulf and Rick Sterling could, upon specified triggers, allow the Investors to designate a Board majority, constituting a potential change in control. The company engaged Univest Securities as placement agent for a 7.0% fee on gross proceeds and up to $125,000 in expenses.