What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 165 added, 269 removed, 524 unchanged (45% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is:

(1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

As of December 31, 2025 (the “Evaluation Date”), our management, with the participation of our Interim Chief Executive Officer, who is also our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

62 unchanged sentences

Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

Specimen Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, filed on January 9, 2018).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 8-K, filed on February 12, 2026).

Description of Registrant’s securities.

(incorporated by reference to Exhibit 4.3 to the Registration’s Annual Report on Form 10-K, filed on March 10, 2020).

AquaBounty Technologies, Inc.

2 unchanged sentences

1 to AquaBounty Technologies, Inc.

2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

Form of Stock Option Agreement pursuant to AquaBounty Technologies, Inc.

2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

Form of Restricted Stock Agreement pursuant to AquaBounty Technologies, Inc.

2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

AquaBounty Technologies, Inc.

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

Amendment No.

1 to AquaBounty Technologies, Inc.

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 2.

4 unchanged sentences

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form 10, filed on December 12, 2016).

Form of Restricted Stock Purchase Agreement pursuant to AquaBounty Technologies, Inc.

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form 10, filed on December 12, 2016).

Employment Agreement, by and between Alejandro Rojas and AquaBounty Technologies, Inc., dated December 30, 2013 (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

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 Registrant’s Registration Statement on Form 10, filed on November 7, 2016).

Amended and Restated Employment Agreement, by and between David Frank and AquaBounty Technologies, Inc., dated March 29, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 4, 2023).

Employment Agreement, by and between Angela Olsen and AquaBounty Technologies, Inc., dated November 1, 2019 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 4, 2023).

Form of Restricted Stock Unit Agreement pursuant to AquaBounty Technologies, Inc.

3 unchanged sentences

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 26, 2023).

Agreement For Construction Management Services Between AquaBounty Farms Ohio LLC and Gilbane Building Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 30, 2023).

Loan and Security Agreement, dated as of April 18, 2024, by and among AquaBounty Technologies, Inc., AquaBounty Farms, Inc., AquaBounty Farms Indiana, AquaBounty Farms Ohio and JMB Capital Partner Lenders LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 19, 2024).

Asset Purchase Agreement, dated as of June 28, 2024, by and among AquaBounty Farms Ohio LLC, AquaBounty Farms Indiana LLC, and Superior Fresh LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on July 2, 2024).

Insider Trading Policy

Employment Agreement, by and between Alejandro Rojas and AquaBounty Technologies, Inc., dated September 1, 2023

Placement Agency Agreement between the Company and Univest Securities, LLC.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K, filed on October 28, 2025).

AquaBounty Farms Ohio LLC Secured Promissory Note dated June 11, 2025

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K, filed on March 27, 2025).

List of Subsidiaries of AquaBounty Technologies, Inc.

1 unchanged sentence

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

*Incorporated herein by reference as indicated.

# Schedules, exhibits, and similar supporting attachments or agreements to the Loan and Security Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

†Management contract or compensatory plan or arrangement.

^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.

**The certification furnished in Exhibit 32.1 is deemed to be furnished and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

15 unchanged sentences

March 31, 2026

/s/ Ricardo Alvarez

Lead Independent Director

March 27, 2025

Ricardo Alvarez

/s/ Erin Sharp

March 27, 2025

/s/ Gail Sharps Myers

/s/ Graydon Bensler

March 31, 2026

Gail Sharps Myers

/s/ Christine St.Clare

Graydon Bensler

/s/ Braeden Lichti

March 31, 2026

Christine St.Clare

Braeden Lichti

/s/ Rick Sterling

1 unchanged sentence

Rick Sterling

/s/ Michael Stern

March 27, 2025

Michael Stern

RE PORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of AquaBounty Technologies, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders' (deficit) equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred cumulative net losses that raise substantial doubt about its ability to continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has limited operating assets and incurred cumulative net losses that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

20 unchanged sentences

The Company reviews the carrying value of its long-lived assets when facts and circumstances suggest that they may be impaired.

The carrying values of such assets are considered impaired when the estimated undiscounted cash flow from such assets are less than their carrying values.

An impairment loss is recognized in the amount of the difference between the carrying amount and the fair value of such assets.

In December 2024, the Company executed a letter of intent with a third party to sell its Canadian operations, which was completed in March 2025.

This transaction ceased the Company’s current fish rearing operations and caused the Company to evaluate the Ohio farm site construction in process for impairment, resulting in a non-cash impairment charge of $57.3 million for the year ended December 31, 2024.

We identified the fair value measurement of the Ohio farm site construction in process as a critical audit matter because of the significant estimates and assumptions made by management including those related to the discount rate and capitalization rates.

This required a high degree of auditor judgment and subjectivity, including the need to involve fair value specialists, to evaluate the reasonableness of management’s estimates and assumptions related to future cash flows and selection of the discount rate.

The carrying values of such assets are considered impaired when the estimated undiscounted cash flow from such assets is less than the carrying value.

An impairment loss is recognized in the amount of the difference between the carrying value and the fair value of such assets.

In 2025, the Company proceeded with negotiations to sell its Ohio Farm Project and received a non-binding Letter of Interest from a third party.

The actions and decisions leading up to the receipt of the non-binding Letter of Interest caused the Company to evaluate the Ohio Farm Project for impairment, resulting in a non-cash impairment charge of $14.4 million for the year ended December 31, 2025.

We identified the impairment of the Ohio Farm Project as a critical audit matter due to the significant estimates and assumptions made by management, including those related to costs to prepare the asset for transfer to a third party and complete the sale.

This required a high degree of auditor judgment and subjectivity to evaluate the reasonableness of management’s estimates and assumptions related to future cash flow.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of the Ohio farm site construction in process included the following, among others:

Our audit procedures related to the impairment of the Ohio Farm Project included the following, among others:

 Obtained an understanding of the design of controls associated with management’s process for recording impairment charges.

 Tested for the appropriate application of accounting guidance related to the impairment of long-lived assets, including judgments made by management related to the asset group subject to impairment.

• Evaluated the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows.

 Evaluated the reasonableness of the methodology used by management and the assumptions used in the estimation of costs to prepare the asset for transfer to a third party and complete the sale.

 Verified the impairment calculations were mathematically accurate.

• Developed an independent estimate of the fair value of the Ohio farm site construction in process.

• Evaluated the Company’s disclosures related to the impairment of long-lived assets to assess their conformity with the applicable accounting standards.

• With the assistance of our fair value specialists, we evaluated the fair value of the impaired assets.

 Inspected documents distributed between the Company and a third party regarding the intended sale of the Ohio Farm Project and confirmed key terms with a third party.

 Evaluated the Company’s disclosures related to the impairment of long-lived assets to assess conformity with the applicable accounting standards.

/s/ Deloitte & Touche LLP

10 unchanged sentences

Total current assets

Property, plant and equipment, net

Right of use assets, net

Intangible assets, net

Restricted cash

Non-current assets held for sale

7 unchanged sentences

Long-term lease obligations

Non-current liabilities held for sale

Long-term debt, net

1 unchanged sentence

Commitments and contingencies (Note 9)

Stockholders' equity:

Stockholders' (deficit) equity:

Common stock, $ 0.001 par value, 75,000,000 shares authorized;

3,865,778 and 3,847,022 shares outstanding at December 31, 2024 and

2023, respectively

3,877,695 and 3,865,778 shares issued and outstanding at December 31, 2025

and 2024, respectively

Additional paid-in capital

3 unchanged sentences

( 369,772,538 )

Total stockholders' equity

Total liabilities and stockholders' equity

Total stockholders' (deficit) equity

( 1,890,925 )

Total liabilities and stockholders' (deficit) equity

See accompanying notes to the consolidated financial statements.

6 unchanged sentences

General and administrative

Long-lived asset impairment

Asset impairment, net

Total costs and expenses

Operating loss

Other expense

( 4,018,292 )

( 9,626,797 )

Other income (expense)

Interest expense

( 1,735,303 )

Other (expense) income, net

Total other expense

Loan forgiveness

Other expense, net

Total other income (expense)

( 1,752,381 )

Loss from continuing operations

( 2,229,686 )

( 11,379,178 )

Loss from discontinued operations

Other comprehensive (loss) income

Foreign currency (loss) gain

( 16,260,801 )

( 137,813,482 )

( 18,490,487 )

( 149,192,660 )

Other comprehensive income (loss)

Foreign currency gain (loss)

Comprehensive loss

( 17,802,258 )

( 149,475,425 )

Basic and diluted net loss per share

6 unchanged sentences

AquaBounty Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

Common stock issued and outstanding

6 unchanged sentences

( 149,192,660 )

Other comprehensive income

Other comprehensive loss

Share-based compensation

5 unchanged sentences

( 18,490,487 )

Other comprehensive loss

Other comprehensive income

Share-based compensation

1 unchanged sentence

( 388,263,025 )

( 1,890,925 )

See accompanying notes to the consolidated financial statements.

10 unchanged sentences

Long-lived asset impairment

Loan forgiveness

( 2,008,046 )

Other non-cash items

2 unchanged sentences

Accounts payable and accrued liabilities

( 2,171,551 )

Accrued employee compensation

5 unchanged sentences

( 2,929,908 )

( 68,889,540 )

Proceeds from asset sales

Other investing activities

Net cash provided by (used in) investing activities

( 68,892,803 )

Net cash provided by investing activities

Financing activities

2 unchanged sentences

( 1,408,153 )

Net cash used in financing activities

( 9,598,544 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net change in cash, cash equivalents and restricted cash

Net cash provided by (used in) financing activities

( 2,663,712 )

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

( 8,973,507 )

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Reconciliation of cash, cash equivalents and restricted cash reported

in the consolidated balance sheet:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information and non-cash transactions:

1 unchanged sentence

Interest paid in cash from discontinued operations

Non-cash conversion of accounts payable to current debt

Property and equipment included in accounts payable and accrued liabilities

8 unchanged sentences

In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm - raised Atlantic salmon that exhibit growth rates that are substantially faster than conventional Atlantic salmon.

The Company has historically pursued a growth strategy that included the construction of large-scale RAS farms for producing its GE Atlantic salmon.

The Company had commenced construction of its 10,000 metric ton Ohio Farm Project, but paused the construction in June 2023, as the cost estimate to complete the farm continued to substantially increase due to inflation and other factors.

Further, these cost increases impaired its ability to pursue municipal bond financing, which was a necessary component of its funding strategy.

The Company has historically pursued a growth strategy that included the construction of large-scale recirculating aquaculture system (“RAS”) farms for producing its genetically engineered Atlantic salmon (“GE Atlantic salmon”).

The Company had commenced construction of a 10,000 metric ton farm in Pioneer, Ohio (“Ohio Farm Project”), but paused the construction in June 2023, as the cost estimate to complete the farm continued to substantially increase due to inflation and other factors.

Further, these cost increases impaired the Company’s ability to pursue municipal bond financing, which was a necessary component of its funding strategy.

The Company subsequently engaged an investment bank to pursue a range of funding and strategic alternatives and to assist management in the prioritization of the Company’s core assets.

These efforts resulted in the sale of the Company’s Indiana Farm in July 2024, recurring sales throughout the year of selected Ohio Equipment Assets, and the sale of the Company’s Canadian Farms and its Corporate IP in March 2025.

During 2024, the Company also focused on cost containment to preserve and extend its available cash.

After completion of these transactions, the Company’s primary remaining asset is its investment in the Ohio Farm Project, consisting of the remaining Ohio Equipment Assets and the Ohio Farm Site.

The Company continues to work with its investment bank to identify the optimal path forward for realizing the potential of this asset, either through new investment, partnership or other strategic options.

These efforts resulted in the sale of the Company’s grow-out farm in Indiana (“Indiana Farm”) in July 2024, recurring sales throughout 2024 and 2025 of selected equipment originally intended for the Ohio Farm Project (“Ohio Equipment Assets”), and the sale of the Company’s Canadian subsidiary, including the broodstock farms owned by the Canadian subsidiary in Prince Edward Island, Canada (“Canadian Farms”) and its intellectual property for GE Atlantic salmon, along with trademarks and patents (“Corporate IP”) in March 2025.

After completion of these transactions, the Company’s primary remaining asset as of December 31, 2025 is its investment in the Ohio Farm Project, consisting of the remaining Ohio Equipment Assets and the land and construction in process (“Ohio Farm Site”).

The Company continues to work with an investment bank to identify the optimal path forward for realizing the potential of this asset.

Going Concern Uncertainty

Since inception, the Company has incurred cumulative net losses of $ 388 million and expects that this will continue for the foreseeable future.

As of December 31, 2024, the Company had $ 230 thousand in cash and cash equivalents on its consolidated balance sheet.

As of December 31, 2025, the Company had $ 501 thousand in cash on its consolidated balance sheet.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, including its ability to sell assets to generate liquidity to fund ongoing operations, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all.

This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued.

Limited operating assets, dependency on capital raising activities and cumulative net losses raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty.

During the year ended December 31, 2024, the Company’s management conducted a comprehensive process to explore and evaluate strategic alternatives to raise funds with the goal of maximizing stockholder value.

During the year ended December 31, 2025, the Company’s management continued to sell assets to generate cash for working capital, while exploring strategic alternatives to raise funds with the goal of maximizing stockholder value.

Potential alternatives that were evaluated included, but were not limited to, equity or debt financing, a merger, and the sale of all or part of the Company.

During 2025, the Company completed multiple sales of certain Ohio Equipment Assets for cumulative gross proceeds of $ 5.0 million and the sale of the Canadian Subsidiary for gross proceeds of $ 2.1 million.

On October 28, 2025, the Company completed an issuance of $ 4.0 million in senior notes.

The net proceeds of $ 3.3 million were used for working capital and for the payment of certain outstanding liabilities.

Basis of presentation

1 unchanged sentence

The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation.

On October 12, 2023, the stockholders of the Company approved a reverse stock split of the Company’s common stock, and the Board of Directors approved a split ratio of 1-for-20 .

The reverse stock split was implemented on October 16, 2023.

In conjunction with the reverse stock split, the number of shares of common stock authorized for issuance was reduced from 150 million to 75 million.

All share and per share information, as well as other related information on equity instruments in the consolidated financial statements and accompanying notes, have been adjusted to reflect this change.

AquaBounty Technologies, Inc.

12 unchanged sentences

subsidiaries is the US Dollar.

The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$).

For the Canadian Subsidiary, assets and liabilities are translated at the exchange rates in effect at the balance sheet date, equity accounts are translated at the historical exchange rate, and the income statement accounts are translated at the average rate for each period during the year.

Net translation gains or losses are adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity.

The functional currency of the Canadian Subsidiary was the Canadian Dollar (C$).

For the Canadian Subsidiary, assets and liabilities were translated at the exchange rates in effect at the balance sheet date, equity accounts were translated at the historical exchange rate, and the income statement accounts were translated at the average rate for each period during the year.

Net translation gains or losses were adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity.

With the sale of the Canadian Subsidiary in March 2025, the Company does not expect to incur foreign translation gains or losses in the future.

Cash equivalents

20 unchanged sentences

License fees are capitalized and expensed over the term of the licensing agreement.

Property, plant and equipment

Property, plant and equipment are recorded at cost.

The Company depreciates all asset classes over their estimated useful lives, as follows:

In March 2025, all of the Company’s intangible assets were sold in conjunction with the sale of the Canadian Subsidiary.

AquaBounty Technologies, Inc.

1 unchanged sentence

for the years ended December 31, 2025 and 2024

Property, plant and equipment

Property, plant and equipment are recorded at cost.

The Company depreciates all asset classes over their estimated useful lives, as follows:

20 - 25 years

17 unchanged sentences

The resulting tax impact of these tax positions is recognized in the financial statements based on the results of this evaluation.

The Company did not recognize any tax liabilities associated with uncertain tax positions, nor has it recognized any interest or penalties related to unrecognized tax positions.

The Company did no t recognize any tax liabilities associated with uncertain tax positions, no r has it recognized any interest or penalties related to unrecognized tax positions.

The Company is not currently under exam and is no longer subject to federal and state tax examinations by tax authorities for years before 2022.

9 unchanged sentences

Unvested stock awards

Share-based compensation

The Company measures and recognizes all share - based payment awards, including stock options and restricted share units made to employees and directors, based on estimated fair values.

The fair value of a share - based payment award is estimated on the date of grant using an option pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as an

AquaBounty Technologies, Inc.

1 unchanged sentence

for the years ended December 31, 2025 and 2024

expense over the requisite service period in the Company’s consolidated statement of operations.

Share-based compensation

The Company measures and recognizes all share - based payment awards, including stock options and restricted share units made to employees and directors, based on estimated fair values.

The fair value of a share - based payment award is estimated on the date of grant using an option pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations.

The Company uses the Black - Scholes option pricing model (“Black - Scholes”) as its method of valuation.

1 unchanged sentence

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No.

2023-07, Segment Reporting (“ASU 2023-07”), which requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The reporting requirements for ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

See the Company’s adoption of these disclosure requirements in Note 12.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to enhance the transparency of certain expense disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses, to enhance the transparency of certain expense disclosures.

The update requires disclosure of specific expense categories in the notes to the financial statements at interim and annual reporting periods.

3 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impacts of this update and plans to adopt these amendments for annual disclosures in for the year ended December 31, 2027 and interim disclosures in the year ended December 31, 2028 .

The Company is currently evaluating the impacts of this update and plans to adopt these amendments for annual disclosures in the year ended December 31, 2027 and interim disclosures in the year ended December 31, 2028 .

Risks and uncertainties

8 unchanged sentences

The Company’s cash balances may at times exceed insurance limitations.

The Company holds cash balances in bank accounts located in Canada to fund its local operations.

These amounts are subject to foreign currency exchange risk, which is minimized by the Company’s policy to limit the balances held in these accounts.

Balances in Canadian bank accounts at December 31, 2024 and 2023 totaled $ 166 thousand and $ 227 thousand, respectively.

The Company did hold cash balances in bank accounts located in Canada, prior to the sale of the Canadian Subsidiary in March 2025.

These amounts were subject to foreign currency exchange risk, which was minimized by the Company’s policy to limit the balances held in these accounts.

Balances in Canadian bank accounts at December 31, 2025 and 2024 totaled $ 0 and $ 166 thousand, respectively.

AquaBounty Technologies, Inc.

3 unchanged sentences

In July 2024, the Company sold its Indiana Farm for a sale price of $ 9.5 million less transaction expenses of $ 305 thousand, which included certain Ohio Equipment Assets with a carrying value of $ 13.0 million that had been purchased for the Company’s Ohio Farm Project.

In December 2024, the Company announced the winddown of its Canadian fish rearing operations and signed a Letter of Intent with a buyer to purchase the Canadian Farms (see Note 13).

These decisions by the Company represent a strategic shift that will have a major effect on the Company’s operations and financial results.

As a result, the operations of the Indiana Farm and the Canadian Farms have been reclassified as discontinued operations on a retrospective basis for all periods presented.

Accordingly, the assets and liabilities of these operations are separately reported as “assets and liabilities held for sale” as of December 31, 2024 and 2023.

The sale of the Indiana Farm resulted in a $ 22.5 million non-cash impairment charge against long-lived assets and a $ 1.0 million net realizable value adjustment of inventory at the Indiana Farm.

An impairment charge of $ 5.4 million was recorded against the long-lived assets of the Canadian Farms.

The impairments and net realizable value adjustments are reflected in discontinued operations.

In December 2024, the Company announced the winddown of its Canadian fish rearing operations and sold its Canadian Farms in March 2025 for a sale price of $ 5.2 million, including the assumption of $ 3.2 million in outstanding loans, less transaction expenses of $ 216 thousand.

These decisions by the Company represented a strategic shift that has had a major effect on the Company’s operations and financial results.

Consequently, each of these farms have been designated as discontinued operations in the consolidated financial statements for the years ended December 31, 2025 and 2024.

The Company has been working with its investment bank to identify the optimal path forward for realizing the potential of its assets, including a possible sale of the Ohio Farm Project.

The Company received a non-binding Letter of Interest to purchase the Ohio subsidiary.

Though this offer is currently under consideration, the Company has determined that the actions and decisions that occurred leading up to receiving this offer constituted a triggering event for revaluing these assets and has included the Ohio Farm Project in discontinued operations in the consolidated financial statements for the years ended December 31, 2025 and 2024.

Provided below are the major areas of the financial statements that constitute discontinued operations:

December 31, 2024

December 31, 2023

Current Assets

1 unchanged sentence

Property, plant and equipment, net

Total current assets

Total current assets held for sale

Non-Current Assets

Property, plant and equipment, net

Other non-current assets

Total non-current assets

Total non-current assets held for sale

Current Liabilities

2 unchanged sentences

Other current liabilities

Total current liabilities

Non-Current Liabilities

Long-term debt

Total non-current liabilities

Years ended December 31,

Costs and expenses

Product costs

Sales and marketing

Research and development

General and administrative

Long-lived impairment

Operating loss

( 35,341,336 )

( 13,644,954 )

Other (expense) income

Loss from discontinued operations

( 35,439,727 )

( 13,716,974 )

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

Total current liabilities held for sale

Years ended December 31,

4 unchanged sentences

Changes in working capital

( 1,496,488 )

Cash flows from investing activities

1 unchanged sentence

( 2,929,908 )

Other investing activities

Proceeds from asset sales

Cash flows from financing activities

1 unchanged sentence

Repayment of term debt

Included in the table above for Assets Held for Sale related to discontinued operations is $ 6.3 million of the Ohio Equipment Assets that are available for sale as of December 31, 2024.

See Note 6 for additional information on these assets.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2025 and 2024

Years ended December 31,

Costs and expenses

Product costs

Sales and marketing

Research and development

General and administrative

Long-lived impairment

Operating income (loss)

( 15,967,265 )

( 137,153,653 )

Other expense

Loss from discontinued ops

( 16,260,801 )

( 137,813,482 )

Prepaid and other current assets

5 unchanged sentences

Total prepaid expenses and other current assets

Property, plant and equipment

Major classifications of property, plant and equipment are summarized as follows for December 31, 2024 and 2023:

December 31, 2024

December 31, 2023

Construction in process

Total property and equipment

Less accumulated depreciation and amortization

Property, plant and equipment, net

The Company’s decision in 2024 to sell certain Ohio Equipment Assets, the Indiana Farm and the Canadian Farms to provide additional liquidity indicated the carrying amount of all Ohio Farm Project property, plant and equipment may not be recoverable.

The Company compared future anticipated undiscounted cash flows for the different Ohio Farm Project asset groups to the carrying value of such asset groups, noting that the carrying value of these assets exceeded the cash flows.

Therefore, the Company proceeded to calculate the fair values of these different asset groups, representing a Level 3 fair value measurement.

The Company recorded non-cash impairment charges of $ 101.9 million against continuing operations during 2024, in addition to reclassifying $ 6.3 million of Ohio Equipment Assets to Assets Held for Sale as of December 31, 2024.

As of December 31, 2024, all construction in process related to the Ohio Farm Project and an additional $ 3.8 million remains contractually committed.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

The current terms and conditions of long-term debt outstanding as of December 31, 2025 and 2024 for continuing operations, are as follows:

2 unchanged sentences

ACOA AIF Grant

First Farmers Bank & Trust term loan

debt issuance costs

loan origination costs

current portion

2 unchanged sentences

Principal payments due on the long-term debt are as follows:

ACOA Atlantic Innovation Fund (“AIF”) Grant

In January 2009, the Canadian Subsidiary was awarded an AIF grant from the Atlantic Canada Opportunities Agency to provide a contribution towards the funding of a research and development project.

Contributions under the grant were made through 2014, and no further funds are available.

Amounts claimed by the Canadian Subsidiary must be repaid in the form of a 10 % royalty on any products that are commercialized out of this research project until the loan is fully repaid.

Revenue from the sale of the Company’s GE Atlantic salmon is not subject to the royalty, and the Company does not expect to commercialize products that would be subject to the royalty in the next five years (see Note 13).

On October 11, 2024, the Company entered into a secured promissory note (“Note”) for $ 1.3 million with a vendor for services provided during 2024.

The Note is secured by the assets of the Company’s Ohio Farm Project and is due in full on December 31, 2025 , with two intermediate scheduled payments .

The Note carries no interest, except in the event of a default, in which case any amount due for payment will be assessed accrued interest at 3 % per annum.

At December 31, 2024, the Company was in default on its first scheduled payment (see Note 13).

JMB Capital Partners Lending Bridge Loan

In April 2024, the Parent and certain of its subsidiaries entered into a Loan and Security agreement (“Loan Agreement”) with JMB Capital Partners Lending, LLC (“JMB”) to fund working capital through a secured term loan of up to $ 10 million that was scheduled to mature on July 31, 2024 or, if earlier, upon the sale of certain collateral or upon an Event of Default (as defined in the Loan Agreement).

Of the total loan amount, $ 5 million was advanced in April 2024 and $ 1.5 million was advanced in July 2024.

The loan bore interest at a rate of 15 % on its outstanding principal balance and was subject to a commitment fee equal to 5 % and an exit fee equal to 8 %.

Of the initial loan advancement, approximately $ 2.8 million was used to pay the remaining outstanding balance of the Company’s term loan with First Farmers Bank & Trust.

The outstanding loan balance with JMB of $ 6.5 million was repaid on July 26, 2024 from the net proceeds of the sale of the Indiana Farm.

ACOA Atlantic Innovation Fund Grant

In January 2009, the Canadian Subsidiary was awarded an Atlantic Innovation Fund (“AIF”) grant from the Atlantic Canada Opportunities Agency (“ACOA”) to provide a contribution towards the funding of a research and development project.

Contributions under the grant were made through 2014 and were to be repaid in the form of a 10 % royalty on any products that were commercialized out of this research project until the loan was fully repaid.

AquaBounty Technologies, Inc.

1 unchanged sentence

for the years ended December 31, 2025 and 2024

First Farmers Bank & Trust (“FFBT”) Term Loan

On July 31, 2020, the Company’s Indiana Subsidiary obtained a $ 4.0 million loan from First Farmers Bank and Trust.

Net proceeds were $ 3.9 million after deducting $ 90 thousand in loan costs.

The loan bore an interest rate of 5.375 % for the first five years .

The note required interest only payments for the first 13 months, followed by monthly principal and interest payments of approximately $ 57 thousand through maturity.

The Company was required to comply with certain financial and non-financial covenants and provide certification of compliance quarterly.

During 2022, FFBT removed two of the loan’s negative covenants, and the Company increased its required restrictive cash balance amount from $ 500 thousand to $ 1.0 million.

The loan was also subject to certain prepayment penalties and was secured by the assets of the Indiana subsidiary and a guarantee by the Parent.

The loan was repaid on April 18, 2024 from the proceeds of the JMB bridge loan.

On February 14, 2025, ACOA terminated the outstanding loan with the Company’s Canadian Subsidiary and forgave the outstanding balance of C$ 2.9 million ($ 2.0 million).

On October 28, 2025, the Company entered into Note Purchase Agreements with certain investors providing for the issuance and sale of senior notes (“Senior Notes”) in an aggregate principal amount of $ 4.0 million in a private placement transaction.

The Senior Notes have the following characteristics and terms:

(i) unsecured, (ii) nonconvertible, (iii) bear interest at 18 % per annum, (iv) scheduled maturity date of 18 months from closing, and (v) principal and interest payable at maturity, or earlier if accelerated pursuant to an event of default.

The Senior Notes provide for certain restrictive covenants of the Company, as well as events of default including, but not limited to, (a) non-payment, (b) breach of covenants, (c) insolvency, (d) unauthorized changes to board composition, (e) failure to maintain Nasdaq listing compliance, (f) delayed SEC filings, and (g) financial restatements with material adverse effect.

The Company anticipates it will receive a notice from Nasdaq in early 2026 regarding the Company’s deficiency in Nasdaq’s minimum book equity compliance, which could result in an event of default if the deficiency is not cured.

Among other remedies, the Senior Notes provide the Investors the right to nominate an additional director to the Board upon the occurrence of an event of default, subject to certain conditions.

The Agreements required certain resignations from and appointments to the Board at the time of the transaction closing date and upon the occurrence of certain events and criteria.

The net proceeds from the issuance of the Senior Notes are to be used for general corporate purposes, including working capital and operational funding, as well as the repayment of certain debts.

In October 2024, the Company entered into a secured promissory note (“Term Note”) for $ 1.3 million with a vendor for services provided during 2024.

The Term Note was secured by the assets of the Company’s Ohio Farm Project and was due in full on December 31, 2025 , with two intermediate scheduled payments .

On March 18, 2025, an amendment to the Term Note was executed to alter the amount and timing of the intermediate payments.

The Term Note carried no interest, except in the event of a default, in which case any amount due for payment would be assessed accrued interest at 3 % per annum.

On July 22, 2025, the Term Note was again amended to alter the timing of the remaining payments.

The Company completed its scheduled payments on the Term Note on December 18, 2025.

On June 11, 2025, the Company converted $ 7.4 million of outstanding accounts payable with a vendor into a secured promissory note (“ Vendor Note”).

The Vendor Note is secured by the assets of the Company’s Ohio Farm Site, has a 12 -month term and carries an 8 % interest rate, with the first six-months interest free .

This Vendor Note has been reclassified within Current Liabilities Held for Sale for discontinued operations at December 31, 2025 (see Note 4).

Stockholders’ equity

10 unchanged sentences

The 2016 Plan provides for the issuance of incentive stock options, non-qualified stock options, and awards of restricted and direct stock purchases to directors, officers, employees, and consultants of the Company.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2025 and 2024

Total common shares authorized under the 2016 Plan are 215,000 , of which 107,704 shares are reserved for future issuance as of December 31, 2025.

6 unchanged sentences

During 2025 and 2024, the Company expensed $ 33 thousand and $ 168 thousand, respectively, related to restricted stock awards.

At December 31, 2024, the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $ 34 thousand.

The period over which the unearned share-based compensation is expected to be earned is approximately 1.2 years.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

At December 31, 2025, the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $ 0 .

Stock options

The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows:

The Company’s stock option activity under the 2006 Plan and the 2016 Plan is summarized as follows:

‎ exercise price

2 unchanged sentences

Exercisable at December 31, 2025

Options issued to employees, members of the Board of Directors, and non-employees generally vest over a period of one year to three years and are exercisable for a term of 10 years from the date of issuance.

There were no stock options granted in 2024.

The weighted average fair value of stock options granted during 2023 was $ 5.02 .

There were no options exercised in 2024 and 2023.

As of December 31, 2024 and 2023, the total intrinsic value of exercisable and outstanding options was $ 0 .

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

The following table summarizes information about options outstanding and exercisable as of December 31, 2024:

Stock options issued to employees, members of the Board, and non-employees generally vest over a period of one year to three years and are exercisable for a term of 10 years from the date of issuance.

There were no stock options granted in 2025 or 2024 and there were no stock options exercised in 2025 or 2024.

As of December 31, 2025 and 2024, the total intrinsic value of exercisable and outstanding stock options was $ 0 .

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2024:

‎ average exercise

7 unchanged sentences

$ 200.00 - $ 300.00

The fair values of stock option grants to employees and members of the Board of Directors during 2023 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions:

Expected volatility

Risk free interest rate

Expected dividend yield

Expected life (in years)

The risk-free interest rate is estimated using the Federal Funds interest rate for a period that is commensurate with the expected term of the awards.

The expected dividend yield is zero because the Company has never paid a dividend and does not expect to do so for the foreseeable future.

The expected life was based on a number of factors including historical experience, vesting provisions, exercise price relative to market price, and expected volatility.

The Company believes that all groups of employees demonstrate similar exercise and post-vesting termination behavior and, therefore, does not stratify employees into multiple groups and forfeitures are recognized as they occur.

The expected volatility was estimated using the Company’s historical price volatility over a period that is commensurate with the expected term of the awards.

Total share-based compensation on stock option grants amounted to $ 38 thousand and $ 132 thousand for the years ended December 31, 2025 and 2024, respectively.

1 unchanged sentence

The period over which the unearned share-based compensation is expected to be earned is 0.2 years.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2025 and 2024

Share-based compensation

9 unchanged sentences

( 11,379,178 )

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

Income taxes computed using the federal statutory income tax rate differ from the Company’s effective tax rate for the years ended December 31, 2025 and 2024 primarily due to the following:

1 unchanged sentence

( 2,389,627 )

( 2,906,595 )

State and provincial income tax

( 6,687,580 )

Permanent differences

2 unchanged sentences

( 2,302,681 )

( 6,707,489 )

Change in valuation allowance

8 unchanged sentences

The impact defers the tax benefit of R&E expenditures.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2025 and 2024

Significant components of the Company’s deferred tax assets and liabilities are as follows:

2 unchanged sentences

Property and equipment

( 1,062,124 )

Total deferred tax assets

8 unchanged sentences

Management believes that final disposition of any such matters existing at December 31, 2025, will not have a material adverse effect on the Company’s financial position or results of operations.

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

Lease commitments

The table below summarizes the Company’s lease right of use assets and obligations as of December 31, 2024 and 2023:

December 31, 2024

December 31, 2023

Operating lease right-of-use assets, net

Other current liabilities

Long-term lease obligations

Total operating lease liabilities

December 31, 2024

December 31, 2023

Operating lease expense

Short-term lease expense

Lease payments included in operating cash flows

Weighted average remaining lease term

Weighted average discount rate

Remaining payments under leases are as follows as of December 31, 2023:

Remaining payments under leases:

Total lease payments

imputed interest

Total operational lease liabilities

The Company’s lease right of use assets and obligations as of December 31, 2025 and 2024 were $ 23 thousand and $ 52 thousand, respectively and there was 0.8 years remaining on its lease commitment.

Operating lease expenses for the years ended December 31, 2025 and 2024 were $ 32 thousand and $ 41 thousand, respectively.

Retirement plan

17 unchanged sentences

As such, the required disclosures of reportable segment expenses and segment loss in the tables below are prepared in accordance with the financial information presented to management and reviewed by the Company’s chief operating decision maker on a regular basis.

Years Ended December 31,

Canadian operations

Net cash expenditures

Reconciliation of net cash expenditures to

consolidated net loss:

Reconciliation of net cash expenditures

to consolidated net loss:

Depreciation and amortization

1 unchanged sentence

Long-lived asset impairment

Loan forgiveness and other non-cash items

Capitalized expenditures

Loan principal payments

Product revenue

Net realizable value adjustments

2 unchanged sentences

Subsequent events

On February 11, 2025, the Company conducted a virtual auction of certain Ohio Equipment Assets.

Gross proceeds from the sale were $ 2.4 million and transaction costs are estimated at $ 146 thousand.

On February 14, 2025, the Atlantic Canada Opportunities Agency terminated the outstanding loan with the Company’s Canadian subsidiary under its AIF Grant in the amount of C$ 2.9 million ($ 2.0 million).

The AIF Grant was awarded in 2009 and provided a

AquaBounty Technologies, Inc.

Notes to the Consolidated Financial Statements

for the years ended December 31, 2024 and 2023

contribution towards the funding of a research and development project.

Repayment was to be based on royalties from the resulting products from the research, however no product from the research was commercialized.

On March 3, 2025, the Company completed the sale of its Canadian subsidiary to Kelly Cove Salmon Ltd.

for C$ 7.7 million ($ 5.3 million), which included the assumption of the Canadian subsidiary’s outstanding debt of C$ 4.6 million ($ 3.2 million).

Net proceeds to the Company after deducting costs and fees was C$ 2.7 million ($ 1.9 million).

On March 18, 2025, the Company received a loan default waiver on its secured Term Note with a vendor.

The Company missed a loan payment in December, 2024, which among other things could have accelerated the due date on the full balance of the loan.

The Company made the loan payment on March 14, 2025 and is in compliance with the terms of the loan as of that date.

On February 11, 2026, the Company completed a public offering of 1,269,509 Common Shares and 67,706 warrants for Common Shares for net proceeds of approximately $ 1.0 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures