On May 2, 2019, AquaBounty Technologies, Inc. (the Company) issued a press release regarding its financial and operational results for the quarter ended March 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8K to Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On April 30, 2019, following the Companys annual meeting of stockholders, to the Relationship Agreement by and between the Company and Intrexon Corporation dated December 5, 2012, previously filed with the Securities and Exchange Commission (the SEC) as Exhibit 10.7 to the Companys Registration Statement on Form 10 on November 7, 2016, Intrexon Corporation nominated Jeffrey T. Perez for appointment as a member of the Board of Directors of the Company (the Board) to fill the seat previously occupied by Jack A. Bobo. On the same date, after determining that Mr. Perez was qualified to serve in such capacity, the Board appointed Mr. Perez to serve as a director of the Company, to serve until the 2020 annual meeting of stockholders of the Company or his earlier death, resignation, or removal. Mr. Perez is not expected to serve on any committee of the Board and has not and will not receive any compensation from the Company for his service or in connection with his appointment. Mr. Perez will enter into the Companys standard form of indemnification agreement for its directors and officers, effective as of April 30, 2019. Except for the arrangements described in this Current Report on Form 8K, there are no existing or currently proposed transactions that would be required to be disclosed to Item 404(a) of Regulation SK under the Securities Exchange Act of 1934.

(e) As previously disclosed in the Companys Proxy Statement on Schedule 14A filed with the SEC on March 21, 2019 (the Proxy Statement), on March 5, 2019, the Board unanimously approved an amendment to the Companys 2016 Equity Incentive Plan (the 2016 Plan) to increase the number of shares of common stock authorized for issuance under the 2016 Plan from 450,000 shares to 900,000 shares (the Plan Amendment). No other changes were made by the Plan Amendment, and the Plan Amendment does not modify the number of shares held by, or the rights of, existing shareholders or participants in the 2016 Plan. A more detailed description of the material terms of the Plan, as amended by the Plan Amendment, was included in the Proxy Statement. On April 30, 2019, the stockholders of the Company approved the 2016 Plan, as amended by the Plan Amendment. The foregoing and the disclosure in the Proxy Statement are not complete summaries of the terms of the 2016 Plan and the Plan Amendment and are qualified by reference to the text of the 2016 Plan and the Plan Amendment, which are included as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2019, the Company held its annual meeting of stockholders. At this meeting, the Companys stockholders (i) elected each of the persons listed below as a director for a one-year term; (ii) ratified the appointment of Wolf Company, P.C. as the Companys independent registered accounting firm for the fiscal year ending December 31, 2019; and (iii) approved the 2016 Plan, as amended by the Plan Amendment.

Proposal 1 Election of Directors

Proposal 2 Ratification of Independent Registered Public Accounting Firm

Proposal 3 Approval of Our 2016 Equity Incentive Plan, as Amended, to Increase the Number of Authorized Shares of Our Common Stock Issuable under the 2016 Equity Incentive Plan from 450,000 to 900,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

* Incorporated herein by reference as indicated.

Management contract or compensatory plan or arrangement.

AquaBounty Technologies, Inc. Exhibit
EX-10.2 2 exhibit102-2019x05x02.htm EXHIBIT 10.2 Exhibit Exhibit 10.2AquaBounty Technologies,…
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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.