UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 628, 2024

AquaBounty Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36426	04-3156167
(State or other jurisdiction ‎of incorporation)	(Commission ‎File Number)	(IRS Employer ‎Identification No.)

233 Ayer Road, Suite 4, Harvard, Massachusetts

(Address of principal executive offices)

01451

(Zip Code)

978-648-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of ~~each~~ exchange on which registered
Common Stock, par value $0.001 per share	AQB	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 13(a) of the Exchange Act. o

Item 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On June 628, 2024, ~~after~~AquaBounty ~~the~~Farms ~~conclusion~~Indiana ofLLC ~~the Annual Meeting of Stockholders~~ (“~~Annual~~AQB ~~Meeting~~Indiana”), ofa ~~AquaBounty~~Delaware ~~Technologies,~~limited ~~Inc.~~liability ~~(the~~company, ~~“Company”)~~ and asAquaBounty ~~part~~Farms ofOhio ~~the~~LLC ~~Company’s~~(“AQB ~~long-term~~Ohio” ~~succession planning process~~and, ~~the~~together ~~Board~~with ofAQB ~~Directors~~Indiana, of the ~~Company (the~~ “~~Board~~Seller”), ~~appointed~~an ~~David~~Ohio F.limited ~~Melbourne~~liability ascompany, ~~Chief~~both ~~Executive~~wholly ~~Officer~~owned subsidiaries of ~~the~~AquaBounty ~~Company~~Technologies, ~~effective~~Inc. ~~June~~(the 7“Company”), ~~2024,~~entered ~~replacing~~into ~~Sylvia~~an A.Asset ~~Wulf,~~Purchase ~~who~~Agreement ~~provided~~(the ~~notice~~“Agreement) ofwith ~~her~~Superior ~~retirement~~Fresh ~~from~~LLC ~~her~~(“Superior ~~role~~Fresh”), asa ~~Chief~~Wisconsin ~~Executive~~limited ~~Officer~~liability ~~on June 6~~company, ~~2024,~~pursuant ~~effective~~to ~~June~~which 7,Superior ~~2024. Ms.~~Fresh ~~Wulf~~ will ~~continue~~acquire toAQB ~~serve~~Indiana’s onland-based ~~the~~aquaculture ~~Board~~facility asin aAlbany, ~~director~~Indiana and ascertain ~~non-executive~~equipment ~~Board~~from ~~Chair,~~AQB ~~and~~Ohio ~~Mr.~~for ~~Melbourne~~cash ~~will~~proceeds ~~continue~~of $9.5 million, subject to ~~serve~~customary asadjustments (the ~~Company’s President~~“Sale”). ~~Ms.~~Portions ~~Wulf~~of ~~has~~the ~~confirmed~~proceeds ~~that~~of ~~her~~the ~~retirement~~Sale isare ~~not~~expected ~~due~~ to abe ~~disagreement~~used ~~with~~to reduce the Company’s onsecured ~~any~~term ~~matter~~loan ~~relating~~with toJMB ~~the~~Capital ~~Company’s~~Partners ~~operations~~Lending, ~~policies or practices~~LLC.

~~Mr.~~The ~~Melbourne,~~Asset ~~age~~Purchase ~~57,~~Agreement ~~was~~contains ~~appointed~~customary ~~President~~representations, ofwarranties, ~~the~~covenants ~~Company~~and inindemnification ~~August 2023~~provisions. HeThe ~~joined~~Sale ~~the~~is ~~Company~~expected into ~~June~~close ~~2019 as Chief Commercial Officer with a background~~ in ~~general~~July ~~management~~2024, ~~operations/commercial~~subject ~~management~~to ~~and~~various ~~innovation~~closing conditions. ~~His~~The 25Asset ~~years~~Purchase ofAgreement ~~experience~~contains incertain ~~the~~termination ~~seafood~~rights ~~industry~~for ~~spans~~ both ~~wild~~Superior ~~fisheries~~Fresh and ~~aquaculture~~Seller. ~~Mr. Melbourne previously served as Senior Vice President, Consumer Marketing/Government & Industry Relations/Corporate Social Responsibility at Bumble Bee Foods, LLC from 2005 to 2019.~~

~~Item 5.07.~~The ~~Submission~~foregoing description of ~~Matters~~the material terms of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a ~~Vote~~copy of ~~Security~~which ~~Holders~~is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnForward-Looking June 6, 2024, the Company held the Annual Meeting, which had been adjourned from its originally scheduled date of May 23, 2024, to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024. The final voting results are set forth below.Statements

~~Proposal~~This 1Current –Report ~~Election~~on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of ~~Directors~~1995, as amended, including regarding the timing of the completion of the Sale and the use of the Sale proceeds. The forward-looking statements in this Current Report on Form 8-K are neither promises nor guarantees, and you should not place undue reliance on these statements because they involve significant risks and uncertainties about the Company. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: risks that the Seller or Superior Fresh terminates the APA; risks that closing conditions under the Asset Purchase Agreement are not satisfied; risks the Sale is not completed in accordance with the Company’s expected timing or at all; and other risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.

The stockholders elected each person named below to serve as a director on the Board for a one-year term of office until the next annual meeting of stockholders, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The results of such vote were as follows:

Director Name	Votes For		Votes Withheld		Broker Non-Votes
Ricardo J. Alvarez		743,806		187,052		1,024,686
Erin Sharp		744,730		186,128		1,024,686
Gail Sharps Myers		742,863		187,995		1,024,686
Christine St.Clare		740,935		189,923		1,024,686
Rick Sterling		744,279		186,579		1,024,686
Michael Stern		745,066		185,792		1,024,686
Sylvia A. Wulf		721,018		209,840		1,024,686

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows:

	Votes For		Votes Against		Abstentions	Broker Non-Votes
	1,508,380		416,722		30,442	0

Proposal 3 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The results of such vote were as follows:

	Votes For		Votes Against		Abstentions	Broker Non-Votes
	650,159		238,761		41,938	1,024,686

‎

Item 7.01. Regulation FD Disclosure.

On June 7, 2024, the Company issued a press release announcing [the appointment of Mr. Melbourne as Chief Executive Officer of the Company]. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
				Description
99.1				Press release, dated June 7, 2024
104				Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(d) Exhibits.

Description

10.1*

Asset Purchase Agreement, dated as of June 28, 2024, by and among AquaBounty Farms Ohio LLC, AquaBounty Farms Indiana LLC, and Superior Fresh LLC.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(*)Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

‎

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AquaBounty Technologies, Inc.
		(Registrant)
Date: June 7, 2024		/s/ David A. Frank
Date: July 2, 2024		/s/ David A. Frank
		David A. Frank
		Chief Financial Officer

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