AquaBounty Technologies, Inc. (LON:ABTU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On March19, 2019, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright& Co., LLC, as the representative of the underwriters named therein
(collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 3,345,282 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $2.25 per share of Common Stock.
The Offering is expected to close on March21, 2019, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 45-day option to purchase up to 501,792 additional shares of Common Stock at the Offering Price, less underwriting discounts and commissions. The net proceeds to the Company are expected to be approximately $6.7million, assuming no exercise of the Underwriter’s overallotment option and after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the Offering that are payable by the Company.
The Offering is being made to the Company’s registration statement on FormS-3(FileNo.333-224184), which was initially filed with the Securities and Exchange Commission (the “Commission”) on April6, 2018, subsequently amended on April23, 2018, and declared effective by the Commission on April27, 2018.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company; customary conditions to closing; indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended; other obligations of the parties; and termination provisions. to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue, or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety days following the Offering without the prior written consent of the Underwriter. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit1.1 to this Current Report on Form8-K and incorporated by reference herein.
Item 1.01Other Events.
On March19, 2019, AquaBounty Technologies, Inc. issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated by reference herein.
Item 1.01Financial Statements and Exhibits.
Underwriting Agreement dated as of March 19, 2019, by and between AquaBounty Technologies, Inc. and H.C. Wainwright & Co., LLC, as the representative for the underwriters named therein.
Press release issued by AquaBounty Technologies, Inc. on March 19, 2019, furnished herewith.
AquaBounty Technologies, Inc. Exhibit
EX-1.1 2 underwriting-2019x03x19.htm EXHIBIT 1.1 Exhibit 3,…
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About AquaBounty Technologies, Inc. (LON:ABTU)
AquaBounty Technologies, Inc. is a biotechnology company engaged in research, development and commercialization of the commercial viability of a group of proteins, antifreeze proteins (AFPs). The Company focuses on the managing aquaculture productivity. It offers AquAdvantage Salmon (AAS), which can be grown in contained, land-based facilities. It offers AquAdvantage Salmon for land-based facilities that can be built closer to consumers to manage the need for air freight shipping and transportation. The Company’s subsidiaries include AquaBounty Canada, Inc., which operates a commercial biotechnology laboratory that conducts research and development programs related to the Company’s technologies; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc., and AquaBounty Brasil Participacoes Ltda., which conducts commercial trials of the Company’s AquAdvantage Salmon.