Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
January 17 2018 - 6:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 16, 2018.
Registration
No. 333-221435
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-1
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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0273
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04-3156167
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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2 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.
2 Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
Telephone: (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
Telephone: (617)
570-1000
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Christopher Martin
General Counsel
AquaBounty Technologies, Inc.
2 Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
Telephone: (978)
648-6000
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Robert F. Charron, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Telephone: (212)
370-1300
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement is declared
effective.
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, 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, 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☒ 333-221435
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting 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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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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This Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1 (File No. 333-221435) is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act), solely to update Exhibit 5.1 to such Registration Statement. This
Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(d) under the Securities Act.
PART II
Information not required in this prospectus
EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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1.1**
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Form of Underwriting Agreement.
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3.1*
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Third Amended and Restated Certificate of Incorporation of AquaBounty Technologies, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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3.2*
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Certificate of Amendment of Third Amended and Restated Bylaws of AquaBounty Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the
Registrants Registration Current Report on Form
8-K,
filed on January 6, 2017).
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3.3*
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Amended and Restated Bylaws of AquaBounty Technologies, Inc.
(incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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4.1*
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Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form 10, filed
on November 7, 2016).
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4.2**
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Form of Common Stock Purchase Warrant.
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5.1
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Opinion of Goodwin Procter LLP.
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10.1*
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Stock Purchase Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated November
7, 2016 (incorporated by reference to Exhibit 10.1 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.2*
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AquaBounty Technologies, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrants Registration Statement
on Form 10, filed on November 7, 2016).
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10.3*
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Amendment No.
1 to AquaBounty Technologies, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.4*
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Form of Stock Option Agreement pursuant to AquaBounty Technologies, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.4
to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.5*
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Form of Restricted Stock Agreement pursuant to AquaBounty Technologies, Inc. 2006 Equity Incentive Plan
(incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.6*
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AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement
on Form 10, filed on November 7, 2016).
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10.7*
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Form of Stock Option Agreement pursuant to AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.22
to the Registrants Registration Statement on Form 10, filed on December 12, 2016).
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10.8*
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Form of Restricted Stock Agreement pursuant to AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit
10.21 to the Registrants Registration Statement on Form 10, filed on December 12, 2016).
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10.9*
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Relationship Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated December
5, 2012 (incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.10*
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Exclusive Channel Collaboration Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated February
14, 2013 (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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II-4
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Exhibit
Number
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Exhibit Description
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10.11*
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Subscription Agreement, by and between AquaBounty Technologies, Inc. and the investors listed therein, dated February
14, 2013 (incorporated by reference to Exhibit 10.9 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.12*
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Subscription Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated March
5, 2014 (incorporated by reference to Exhibit 10.10 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.13*
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Subscription Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated June
24, 2015 (incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.14*
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Promissory Note Purchase Agreement, by and between AquaBounty Technologies, Inc. and Intrexon Corporation, dated February
22, 2016 (incorporated by reference to Exhibit 10.12 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.15*
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Lease and Management Agreement, by and between AquaBounty Panama, S. de R.L. and Luis Lamastus, dated October
1, 2013 (incorporated by reference to Exhibit 10.13 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.16*
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Agreement, by and among Atlantic Canada Opportunities Agency and AQUA Bounty Canada Inc. and AquaBounty Technologies Inc., dated December 16,
2009 (incorporated by reference to Exhibit 10.14 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.17*
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Employment Agreement, by and between Ronald Stotish and AquaBounty Technologies, Inc., dated April
1, 2006 (incorporated by reference to Exhibit 10.15 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.18*
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Employment Agreement, by and between David Frank and AquaBounty Technologies, Inc., dated October
1, 2007 (incorporated by reference to Exhibit 10.16 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.19*
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Employment Agreement, by and between Alejandro Rojas and AquaBounty Technologies, Inc., dated December
30, 2013 (incorporated by reference to Exhibit 10.17 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.20*
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Collaborative Research Agreement, by and between AQUA Bounty Canada Inc. and Tethys Aquaculture Canada, Inc., dated March
22, 2012 (incorporated by reference to Exhibit 10.18 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.21*
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Intellectual Property License and Full and Final Release among Genesis Group Inc., HSC Research and Development Partnership and AquaBounty Technologies,
Inc., dated February 28, 2014 (incorporated by reference to Exhibit 10.19 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.22*
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Amended and Restated Lease Agreement, by and between AquaBounty Panama, S. de R.L. and Ligia Gabriela Surgeon de Lamastus, dated May
1, 2016 (incorporated by reference to Exhibit 10.20 to the Registrants Registration Statement on Form 10, filed on November 7, 2016).
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10.23*
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Asset Purchase Agreement by and between AquaBounty Technologies, Inc. and Bell Fish Company LLC, dated as of June
9, 2017 (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form
10-Q,
filed on August 4, 2017).
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21.1*
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List of Subsidiaries of AquaBounty Technologies, Inc. (incorporated by reference to Exhibit 21.1 to the Registrants Annual Report on Form
10-K,
filed on March 16, 2017).
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II-5
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Incorporated herein by reference as indicated.
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Management contract or compensatory plan or arrangement.
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II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement on Form
S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Maynard, Commonwealth of Massachusetts, on the 16th day of January, 2018.
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AQUABOUNTY TECHNOLOGIES, INC.
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By:
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/s/ Ronald L. Stotish
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Ronald L. Stotish
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Chief Executive Officer, President, and Director
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration
Statement on Form
S-1
has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Ronald L. Stotish
Ronald L. Stotish
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President, Chief Executive Officer and Director (Principal Executive Officer)
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January 16, 2018
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/s/ David A. Frank
David A. Frank
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Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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January 16, 2018
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Richard J. Clothier
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Chairman of the Board, Director
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January 16, 2018
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Jack A. Bobo
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Director
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January 16, 2018
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Richard L. Huber
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Director
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January 16, 2018
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Christine St.Clare
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Director
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January 16, 2018
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Rick Sterling
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Director
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January 16, 2018
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James C. Turk
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Director
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January 16, 2018
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*By:
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/s/ Ronald L. Stotish
Ronald L. Stotish
Attorney-in-fact
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II-7
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