AquaBounty Technologies, Inc. — Form 8-K Summary
Report date: October 7, 2026 (filed October 8, 2026). This Form 8-K reports a preferred-stock conversion transaction; it does not provide financial results for a reporting period.
Transaction and capital structure
- On October 7, 2026, the Company entered into agreements with holders of all outstanding Series A and Series B Convertible Preferred Stock. The preferred shares will automatically convert on the earlier of the effective date of the resale registration statement or October 30, 2026.
- Conversion will issue 5,771,929 common shares for Series A and 2,305,114 for Series B, for a total of 8,077,043 common shares. No additional consideration will be paid by the holders.
- The share calculations include each preferred share’s applicable liquidation value—$18.2580 for Series A and $20.60 for Series B—plus accrued and unpaid dividends through October 15, 2026, divided by conversion prices of $0.9129 and $1.03, respectively. Holders waived dividends accruing after October 15.
- Upon conversion, the preferred shares will be cancelled and holders will have no further rights under them other than the right to receive the common shares.
Financial impact and comparison
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics, and no prior-period comparison. The conversion increases common shares outstanding, but the filing does not state the resulting total share count or quantify dilution as a percentage.
Registration, outlook, and considerations
- The Company agreed to promptly file a Form S-3 resale registration statement for the conversion shares and use reasonable best efforts to obtain effectiveness as promptly as practicable.
- The registration statement is to remain effective until the shares are sold, holders can sell all shares without restriction under Rule 144, or the second anniversary of the conversion date, whichever occurs first.
- The issuance is described as exempt from Securities Act registration under Section 3(a)(9), as shares are exchanged with existing security holders and no solicitation commission or other remuneration was paid.
- No business guidance or operating outlook is provided. Investor considerations include the increase in common shares and potential resale of the registered shares; actual timing depends on registration effectiveness or the October 30 conversion date.
Important facts for investors to verify
- Whether and when the Form S-3 registration statement becomes effective and the conversion occurs.
- The final number of conversion shares, including the dividend amount included through October 15, 2026.
- The Company’s post-conversion shares outstanding and the conversion shares’ ownership and resale status.