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) ~~October~~February 2811, ~~2025~~2026

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 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 1.01. Entry into a Material Definitive Agreement.

OnSecurities ~~October 28, 2025, AquaBounty Technologies, Inc. (the “Company”) entered into Note~~ Purchase Agreements, each substantially in the form attached as Exhibit 10.1 attached hereto (the “Agreements” or “Note Purchase Agreements”), with certain investors (the “Investors”), providing for the issuance and sale of Senior Notes at par in an aggregate principal amount of $4,000,000 (the “Senior Notes”) 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. Among other remedies, the Senior Notes provide the Investors the right to nominate an additional director to the Company’s Board of Directors (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, as described in Item 5.02 below. Agreement

On ~~October~~February 11, 282026, ~~2025~~AquaBounty Technologies, Inc. (the ~~Investors~~“Company”) ~~funded~~entered into a Securities Purchase Agreement (the ~~$4,000,000~~“Securities ~~payable~~Purchase ~~under~~Agreement”) with certain purchasers named therein (the ~~Agreements~~“Purchasers”), pursuant to which the Company, agreed to issue and ~~the~~sell ~~Company~~an ~~issued~~aggregate of 1,269,509 shares of its common stock, par value $0.001 per share (the ~~Senior~~“Common ~~Notes~~Stock”), pre-funded warrants to ~~the~~purchase ~~Investors.~~an ~~The~~aggregate ~~net~~of ~~proceeds~~67,706 ~~from~~shares of Common Stock (the ~~issuance~~“Pre-Funded ofWarrants”), and the ~~Senior~~67,706 ~~Notes~~shares ~~are~~of ~~expected~~Common toStock beunderlying ~~used~~the ~~for~~Pre-Funded ~~general~~Warrants ~~corporate~~(the ~~purposes~~“Pre-Funded Warrant Shares” and, ~~including~~together ~~working~~with ~~capital~~the Pre-Funded Warrants and ~~operational~~the ~~funding~~Common Stock, asthe ~~well~~“Offering asSecurities”), ~~the~~at ~~repayment~~an offering price of ~~certain~~$0.86 ~~debts~~per share of Common Stock or $0.859 per Pre-Funded Warrant, as applicable, in a registered direct offering (the “Offering”).

InThe ~~addition,~~Offering onis ~~October~~being ~~28,~~made ~~2025,~~pursuant ~~the~~to ~~Company entered into~~ a ~~placement~~prospectus ~~agency~~supplement ~~agreement with Univest Securities, LLC~~ (~~“Univest”) to serve as~~ the ~~placement agent for the Senior Notes (the~~ “~~Placement~~Prospectus ~~Agency Agreement~~Supplement”). ~~Pursuant~~ to the ~~Placement Agency Agreement, the~~ Company’s ~~agreed~~shelf toregistration ~~pay~~statement ~~Univest~~on aForm ~~fee~~S-3 ~~equal~~(Registration ~~to 7~~No.0% of333-292411), ~~the~~which ~~gross~~was ~~proceeds~~declared ~~received~~effective ~~from~~by the ~~sale~~U.S. ofSecurities ~~the~~and ~~Senior~~Exchange ~~Notes,~~Commission as(the ~~well~~“Commission”) ason upJanuary ~~to $125~~12,~~000~~ ~~for~~2026 ~~out-of-pocket~~(the ~~expenses,~~“Registration ~~including reasonable fees and expenses of counsel~~Statement”).

The ~~foregoing~~Offering ~~descriptions~~is ofexpected ~~(i)~~to ~~the~~close ~~Agreements~~on ~~and~~February 13, ~~Senior Notes~~2026, ~~and~~subject ~~(ii)~~to ~~the~~customary ~~Placement~~closing ~~Agency~~conditions. ~~Agreement~~The doCompany ~~not~~is ~~purport~~expected to bereceive ~~complete~~aggregate ~~and~~gross ~~are~~proceeds ~~qualified~~from inthe ~~their~~Offering ~~entirety~~of byapproximately ~~reference~~$1,150,000, before deducting fees to the ~~full~~Placement ~~text~~Agent of(as ~~such~~defined ~~agreements,~~below) asand ~~set~~other ~~forth~~estimated inoffering ~~Exhibits~~expenses ~~10.1~~payable ~~and~~by 10the Company.2, ~~respectively,~~The ~~each~~Company ofintends ~~which~~to isuse ~~incorporated~~the ~~herein~~net byproceeds ~~reference~~from the Offering for working capital and general corporate purposes.

~~Item~~The 2Pre-Funded Warrants are exercisable immediately upon issuance, at an exercise price of $0.03001 per share, and will remain exercisable until exercised in full. ~~Creation~~The Pre-Funded Warrants do not expire and contain customary beneficial ownership limitations and other standard provisions. The shares of aCommon ~~Direct~~Stock ~~Financial~~issuable ~~Obligation~~upon orexercise anof ~~Obligation~~the ~~under~~Pre-Funded anWarrants ~~Off~~(the “Pre-~~Balance~~Funded ~~Sheet~~Warrant ~~Arrangement~~Shares”) ofare aincluded ~~Registrant~~in the Registration Statement.

The ~~information~~Securities ~~set~~Purchase ~~forth~~Agreement ~~under~~contains ~~Item~~customary ~~1.01~~representations, warranties, covenants, and ~~Item~~other 5agreements of the Company and the Purchasers.02 The foregoing description is only a summary and is qualified in its entirety by reference to the complete text of the Securities Purchase Agreement and the form of Pre-Funded Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K isand incorporated ~~into~~herein ~~this Item 2.03~~ by reference.

~~Item~~A copy of the opinion and consent of FBT Gibbons LLP, as legal counsel to the Company, regarding the legality of the issuance and sale of the Offering Securities, is filed as Exhibit 5.011 and Exhibit 23.1 ~~Changes~~to inthis ~~Control~~Current ofReport ~~Registrant.~~on Form 8-K.

~~The~~This ~~information set forth under Item 1.01 and Item 5.02 of this~~ Current Report on Form 8-K is ~~incorporated~~not ~~into~~an ~~this~~offer ~~Item~~to ~~5.01~~sell byany ~~reference.~~securities ~~Beginning with the occurrence~~ of the ~~First~~Company ~~Resignation~~and ~~Trigger~~does ~~(as~~not ~~defined below), the New Directors (as defined below) will~~ constitute a ~~majority~~solicitation of ~~the~~an ~~Board,~~offer ~~and will have the power~~ to ~~appoint~~buy ~~persons~~such tosecurities the Board to fill the vacancies on the Board caused by the Resignation Triggers (as defined below) and, accordingly, the Investors will have the ability to designate a majority of the Board. Such transaction would result in aany ~~change~~jurisdiction inwhere ~~control~~such ofoffer ~~the Company. The Investors do not directly~~ or ~~indirectly~~sale ~~beneficially~~would ~~own~~be ~~any voting securities of the Company~~unlawful. ~~The Investors funded the Senior Notes from their available cash resources.~~

~~Item~~Placement ~~5.02.~~Agency ~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.~~Agreement

In connection with the ~~funding~~Offering, ofon February 11, 2026, the ~~Senior~~Company ~~Notes~~entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Univest Securities, asLLC ~~required~~(the as“Placement aAgent”), ~~condition~~pursuant to which the ~~Note~~Company ~~Purchase~~engaged ~~Agreements,~~the onPlacement ~~October~~Agent ~~28,~~to ~~2025,~~act ~~Christine~~as T.its ~~St.Clare~~exclusive ~~and~~placement ~~Gail~~agent ~~Sharps~~on ~~Myers~~a ~~resigned~~reasonable ~~from~~best efforts basis. Under the ~~Board~~Placement Agency Agreement, ~~and~~the ~~Graydon~~Company ~~Bensler~~has ~~and~~agreed ~~Braeden~~to ~~Lichti~~pay (the ~~“New~~Placement ~~Directors”)~~Agent ~~were~~a ~~appointed~~cash asfee ~~independent~~equal ~~members~~to 7.0% of the ~~Board~~aggregate togross ~~fill~~proceeds received by the ~~resulting~~Company ~~vacancies,~~in ~~effective~~the ~~immediately.~~Offering ~~The~~and ~~New~~to ~~Directors~~reimburse ~~were~~certain ~~appointed~~of ~~pursuant~~the toPlacement anAgent’s ~~arrangement~~expenses, ~~with~~including ~~the~~legal ~~Investors~~fees, in ~~accordance~~an ~~with~~amount ~~the~~not ~~Agreements.~~to exceed $30,000.

~~Graydon~~The ~~Bensler~~Placement isAgency aAgreement ~~Chartered~~includes ~~Financial~~customary ~~Analyst~~representations, ~~(CFA) and an executive with experience in capital markets~~warranties, ~~corporate~~indemnification ~~finance~~obligations, and ~~strategic~~closing ~~leadership~~conditions. HeThe ~~has~~foregoing ~~held~~description ~~senior~~of ~~roles~~the ~~including~~Placement ~~Chief~~Agency ~~Executive~~Agreement ~~Officer~~does ofnot ~~PMGC~~purport ~~Holdings~~to ~~Inc.,~~be acomplete ~~diversified public holding company,~~ and ofis ~~Elevai~~qualified ~~Biosciences,~~in ~~Inc,~~its aentirety ~~subsidiary~~by ofreference ~~PMGC~~to ~~Holdings,~~the ~~Inc.,~~full ~~and~~text ~~has~~of ~~served~~the asPlacement aAgency ~~director~~Agreement, ~~for~~which ~~multiple~~is ~~publicly~~filed ~~traded~~as ~~companies.~~Exhibit Mr10.2 ~~Bensler~~to ~~holds~~this aCurrent ~~Bachelor’s~~Report ~~degree~~on inForm ~~Management~~8-K and ~~Organizational~~incorporated ~~Studies,~~herein ~~with~~by ~~a specialization in Finance, from the University of Western Ontario~~reference.

~~Braeden Lichti is~~Forward ~~the~~Looking Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation, and NorthStrive Companies, Inc., a U.S. based investment and advisory services company. Mr. Lichti has served as a director for multiple publicly traded companies. Statements

~~Each~~This ofCurrent Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the ~~New~~anticipated ~~Directors~~use ~~will~~of ~~serve~~proceeds onfrom the ~~Board’s~~Offering. ~~Audit~~The ~~Committee~~risks and uncertainties relating to the ~~Board~~Company and the Offering include general market conditions as well as other risks detailed from time to time in the Company’s ~~Compensation~~Securities and ~~Human~~Exchange ~~Capital~~Commission ~~Committee~~filings, ~~effective~~including ~~immediately~~in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, its Current Reports on Form 8-K and the Prospectus Supplement relating to the Offering. ~~The~~These ~~New~~documents ~~Directors~~contain ~~have~~important nofactors ~~related~~that ~~party~~could ~~transactions~~cause ~~with~~actual results to differ from current expectations and from forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company ~~that~~undertakes ~~are~~no ~~reportable~~obligation ~~under~~to ~~Item~~publicly ~~404(a)~~update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K, except as required under applicable law.

of Regulation S-K, other than as otherwise disclosed herein. The New Directors will be compensated and reimbursed for expenses on the same terms as the current members of the Board of Directors.

As required as a condition to the Note Purchase Agreements, on October 28, 2025, Sylvia Wulf delivered to the Company a written notice of resignation from the Board, with such resignation to become effective upon the satisfaction of the following conditions: (a) the funding of the Senior Notes and (b) the earlier of (x) the closing of a (A) change of control transaction of the Company or (B) sale or disposition of all or in excess of 33% of the Company’s assets, or (y) January 31, 2026, provided that such resignation shall only be effective if either (i) there is a customary directors and officers insurance tail policy in place, or (ii) the Board has approved obtaining a tail policy to be bound and effective as of the effective date of the later resignation of Rick Sterling (current member of the Board) or David A. Frank (current chief financial officer and interim chief executive officer), and the Company has set aside the necessary funds to purchase a tail policy at such time (the “First Resignation Trigger”).

In addition, as required as a condition to the Note Purchase Agreements, on October 28, 2025, Rick Sterling (together with Sylvia Wulf, Christine T. St.Clare and Gail Sharps Myers, the “Resigning Directors”) delivered to the Company a written notice of resignation from the Board, with such resignation to become effective upon the satisfaction of the following conditions: (a) the funding of the Senior Notes, and (b) the date of the filing of the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2025, provided that such resignation shall only be effective if either (x) there is a customary directors and officers insurance tail policy in place, or (y) such tail policy has been purchased, to be effective as of the effective date of the later resignation of Rick Sterling or David A. Frank, (the “Second Resignation Trigger” and, together with the First Resignation Trigger, the “Resignation Triggers”).

The Resigning Directors provided their resignations pursuant to the Note Purchase Agreements, and did not provide their resignations as the result of a disagreement with the Company on any matter related to the Company’s operations, policies, or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Note Purchase Agreement between the Company and each Investor (including the Form of Senior Note as Appendix A to Note Purchase Agreement), together with a schedule identifying the name of each Investor and the amount of investment.
4.1	Form of Pre-Funded Warrant
10.2	Placement Agent Agreement, dated October 28, 2025, between the Company and Univest Securities, LLC.
5.1	Opinion of FBT Gibbons LLP
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
10.1*	Form of Securities Purchase Agreement dated February 11, 2026
10.2	Placement Agency Agreement dated February 11, 2026, between the Company and Univest Securities. LLC
23.1	Consent of FBT Gibbons LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
*	Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC 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: October 28, 2025		/s/ David A. Frank
Date: February 12, 2026		/s/ David A. Frank
		David A. Frank
		Interim Chief Executive Officer, Chief Financial Officer and Treasurer

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