Filing Details

This Amendment No. 8 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated January 18, 2017 and filed on January 20, 2017, as amended by Amendment No. 1, dated July 24, 2017 and filed on July 26, 2017, as amended by Amendment No. 2 dated January 17, 2018 and filed on January 19, 2018, as amended by Amendment No. 3 dated October 24, 2018 and filed on October 29, 2018, as amended by Amendment No. 4 dated October 29, 2019 and filed on October 31, 2019, as amended by Amendment No. 5 dated February 13, 2020 and filed on February 18, 2020, as amended by Amendment No. 6 dated August 11, 2020 and filed on August 13, 2020, and as amended by Amendment No. 7 dated December 17, 2020 and filed on December 21, 2020 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of AquaBounty Technologies, Inc., a Delaware corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”), Third Security, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Third Security” and together with Mr. Kirk, the “Reporting Persons”) are filing this Amendment to disclose the disposition of 12,880,000 shares of Common Stock by certain entities under the common control of Mr. Kirk, in an underwritten public secondary offering of the Company, which closed on November 23, 2021 (the “Secondary Offering”).

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in Items 3 and 6 is incorporated herein by reference.

 

The Reporting Persons are filing this Amendment to disclose participation in the Company’s Secondary Offering, pursuant to which, certain entities under the common control of Mr. Kirk, collectively disposed of 12,880,000 shares of Common Stock, which includes the full exercise of the underwriters’ option, at a price to the public of $2.10 per share.  Including the full exercise of the underwriters’ option, the selling shareholders received aggregate proceeds of $25,560,360 after deducting underwriting discounts and commissions.

Other than as disclosed herein, as of the date of this Amendment, none of the Reporting Persons have present plans or proposals which would result in:

(a)

The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)

An extraordinary corporate transaction such as a merger, reorganization or disposition, involving the Company or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Company;

(f)

Any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)

Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)

Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those actions enumerated above.

 

The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

 

(a) and (b)    See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock owned by the Reporting Persons. The percentage ownership is calculated based on 71,025,738 shares of Common Stock issued and outstanding as of November 3, 2021 as disclosed by the Company in its Quarterly Report on Form 10-Q for the period ended September 30, 2021 and filed on November 4, 2021, increased by 4,178 shares of Common Stock issuable to Mr. Kirk’s wife in connection with underlying stock options that are or will become immediately exercisable within sixty (60) days of November 23, 2021.

 

 

 

(c)          Except as set forth in this Statement, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

 

(d)-(e) Not Applicable

 

 

The Reporting Persons’ responses to Items 4 and 5 are incorporated herein by reference.

 

 

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.