As filed with the Securities and Exchange Commission on December 10, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AQUABOUNTY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3156167
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Two Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
(978) 648-6000
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
David A. Frank
Chief
Financial Officer
AquaBounty Technologies, Inc.
Two Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
(978) 648-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Jocelyn M. Arel, Esq.
Michael J. Minahan, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☒ 333-224184
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of each class
of securities to be registered
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Proposed
maximum
aggregate
offering
price(1)
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Amount of
registration fee(2)
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Common Stock, par value $0.001 per share
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$10,861,310
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$1,184.97
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(1)
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The registrant previously registered securities at an aggregate offering price not to exceed $100,000,000 on a
Registration Statement on Form S-3 (File No. 333-224184), which was filed by the registrant on April 6, 2018, as amended on April 23, 2018, and declared
effective on April 27, 2018 (the Prior Registration Statement). In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act), an additional amount of securities having a proposed
maximum aggregate offering price of $10,861,310 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares, representing no more than 20% of the maximum aggregate offering
price of unsold securities under the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement and the Prior Registration Statement exceed that registered
under such Registration Statements.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the
Securities Act.
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in
accordance with Rule 462(b) promulgated under the Securities Act.