Item 8.01. Other Events.
On December 9, 2020, AquaBounty Technologies, Inc. (the “Company”) issued a press release providing an update on the Company’s operations, including the selection of Innovasea as the Recirculating Aquaculture Systems (“RAS”) technology provider for its planned 10,000 metric ton farm (“Farm 3”) and an increase in its previously disclosed estimated capital expenditures from a range of $75 million to $100 million to a range of $140 to $175 million. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The following statements contained in the press release attached hereto as Exhibit 99.1, as well as the following additional risk factor, are hereby incorporated herein and shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934:
•[T]he Company now expects the total build cost for Farm 3 will be in the range of $140 to $175 million.”
•“The Company continues to expect construction to begin in 2021 and anticipates the farm will be ready to commence commercial production in 2023.”
•The funding, construction and operation of our future facilities involve significant risks.
We have limited experience constructing recirculating aquaculture system fish farms and doing so is a complex and lengthy undertaking that requires sophisticated, multi-disciplinary planning and precise execution. The funding, construction and operation of facilities are subject to a number of risks, any of which could prevent us from executing on our strategy. In particular, the build costs associated with future facilities, including our planned 10,000 metric ton farm (“Farm 3”) may materially exceed budgeted amounts, which could adversely affect our results of operations and financial condition. Based on advanced discussions with both its technology provider and engineering firm, the Company now expects the total build cost for Farm 3 will be in the range of $140 to $175 million. The Company continues to expect construction to begin in 2021 and anticipates the farm will be ready to commence commercial production in 2023.
However, we are in the early stages of facility design and we may suffer delays or cost overruns, which may be significant, as a result of a variety of factors, such as labor and material shortages, defects in materials and workmanship, adverse weather conditions, transportation constraints, construction change orders, site or design changes, labor issues, governmental approvals and other unforeseen difficulties, any of which could delay or prevent the completion of our planned facility during the time frame we anticipate or at all. If we are unable to address these risks in a satisfactory and timely manner, we may not be able to implement our expansion strategy as planned or at all. Even if we successfully fund, construct and design our planned Farm 3, there is no guarantee that this facility will produce at full capacity, and even if we do meet these goals, we may encounter operational challenges for which we are unable to devise a workable solution or which may result in additional costs.
Except as expressly set forth in Item 8.01, the information included in this Current Report on Form 8-K pursuant 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.