AquaBounty to convert all preferred stock into 8,077,043 common shares

The conversion terms

AquaBounty Technologies, Inc. said in an 8-K dated October 7, 2026 that it signed conversion agreements with the holders of all its Series A and Series B Convertible Preferred Stock. The preferred shares will convert automatically into common stock on the earlier of two dates: the day the SEC declares a resale registration statement effective, or October 30, 2026.

The number of common shares is set by multiplying each preferred share by its liquidation value, adding unpaid dividends through October 15, 2026, and dividing by the conversion price. The liquidation value is $18.2580 per Series A share and $20.60 per Series B share. The conversion prices are $0.9129 for Series A and $1.03 for Series B. The holders have waived any dividends that accrue after October 15, 2026.

The company will issue 5,771,929 common shares to Series A holders and 2,305,114 to Series B holders, for a total of 8,077,043 shares. The holders pay nothing more. The company says the issue is exempt from registration under Section 3(a)(9) of the Securities Act, because the shares go only to existing holders in exchange for their own securities. Once converted, the preferred shares will be cancelled and retired, and holders keep "the right to receive the Conversion Shares" and no other rights in the preferred.

The company agreed to file a Form S-3 for resale of the conversion shares promptly after the agreements, to use reasonable best efforts to make it effective as soon as practicable, and to keep it effective until the earliest of three dates: when all covered shares are sold, when holders can sell them without restriction under Rule 144, or the second anniversary of the conversion date.

Who is named, and what is not

The 8-K does not name the holders of the preferred stock. It also names no placement agent, underwriter or financial advisor for the conversion, and it does not say whether any fee is payable. The filing's exhibits are the form Series A and Series B conversion agreements, dated October 7, 2026. The company is headquartered at 233 Ayer Road, Suite 4, Harvard, Massachusetts. The 8-K is signed by David A. Frank, who is interim chief executive, chief financial officer and treasurer.

The 8-K does not give the number of common shares outstanding before the conversion. The size of the dilution to existing stockholders therefore cannot be measured from the filing, beyond the 8,077,043 new shares.

Cash, losses and the Ohio asset

Financial data drawn from the 2025 annual report on Form 10-K show a net loss of $18.5 million for 2025, against $149.2 million for 2024. Cash used in operations was $8.7 million in 2025 and $13.9 million in 2024. Year-end cash was $501,295 at December 31, 2025, and $230,362 a year earlier. The financial data also show cash of $1.9 million at June 30, 2026, from the quarterly report for that period.

The company says its primary remaining asset is the Ohio Farm Project, which includes remaining equipment and the land and construction in process at the Ohio Farm Site. It recorded a $14.4 million impairment on that project in 2025, after $129.8 million of impairments in 2024 across its farms and equipment. The company says it is working with an investment bank on the project, which includes possible sale, and that it has received a "non-binding Letter of Interest" to buy its Ohio subsidiary. The annual report does not name the investment bank. The company considers that offer, and it treats the Ohio project as a discontinued operation.

The financial data also show research and development expense of $203,296 for 2024.

The conversion removes the preferred stock and adds 8,077,043 common shares. The 8-K does not say how the company will fund operations after the conversion, and the business section does not say either.

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