Item 1.01 Entry into a Material Definitive Agreement.
On February 10, 2020, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as the representative of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 9,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $1.50 per share of Common Stock.
The Offering is expected to close on February 13, 2020, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 45-day option to purchase up to 1,350,000 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 $12.1 million, assuming no exercise of the Underwriters’ 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 pursuant to the Company’s registration statement on Form S-1 (File No. 333-235919), which was initially filed with the Securities and Exchange Commission (the “Commission”) on January 15, 2020, subsequently amended on February 3, 2020 and February 10, 2020; declared effective by the Commission on February 10, 2020; and further amended by a registration statement on Form S-1MEF (File No. 333-286386) filed with the Commission on February 12, 2020, pursuant to Rule 462(b)of the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company; customary conditions to closing; indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended; other obligations of the parties; and termination provisions. Pursuant 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 90 days following the Offering without the prior written consent of Lake Street Capital Markets, LLC. 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 Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.