Item 1.01
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Entry into a Material Definitive Agreement.
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On November 19, 2021, AquaBounty Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC, as the representatives of the underwriters named therein (collectively, the “Underwriters”), and the selling stockholders named therein (collectively, the “Selling Shareholders”), relating to the public offering (the “Offering”) of 11,200,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), by the Selling Shareholders, at an offering price of $2.10 per share of Common Stock.
The Offering is expected to close on November 23, 2021, subject to the satisfaction of customary closing conditions. The Selling Shareholders have also granted to the Underwriters a 30-day option to purchase up to 1,680,000 additional shares of Common Stock at the offering price, less underwriting discounts and commissions (the “Over-Allotment Option”). The Company will not receive any of the proceeds from the sale of the shares offered by the Selling Shareholders. The Selling Shareholders will bear the costs associated with the sale of such shares, including underwriting discounts and commissions.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-258561), which was filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2021 and declared effective by the Commission on August 19, 2021, and related prospectus supplement filed with the Commission on November 19, 2021.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and the Selling Shareholders; customary conditions to closing; indemnification obligations of the Company, the Selling Shareholders 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 ninety days following the Offering without the prior written consent of the Underwriters. 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.