AQUABOUNTY TECHNOLOGIES INC 8-K

What Happened AquaBounty Technologies announced that on April 7, 2026 it completed a private exchange of senior notes and a private preferred-stock placement. Holders exchanged $4,000,000 of principal plus $315,616.44 of accrued interest for 236,367 shares of newly designated Series A Convertible Preferred Stock (convertible into up to 4,727,371 common shares). Separately, the company sold 27,386 shares of the same Series A Preferred Stock for $500,000 in cash. The Company engaged Univest Securities, LLC as placement agent for the cash sale.

Key Details

• Note exchange: $4,000,000 principal + $315,616.44 accrued interest exchanged for 236,367 shares of Series A Preferred (closed April 7, 2026).
• Preferred placement: 27,386 shares of Series A Preferred sold for $500,000 (private placement).
• Conversion potential: the Series A shares issued in these transactions are convertible into up to a combined 5,275,076 shares of common stock (4,727,371 + 547,705).
• Placement agent fee: Univest will receive 7.0% of the $500,000 gross proceeds (i.e., $35,000), leaving estimated net cash proceeds of $465,000.
• Governance: the Series A Preferred was designated by a Certificate of Designations filed in Delaware on April 7, 2026; exchange and purchase agreements and the placement agency agreement closed that same day.

Why It Matters These transactions convert roughly $4.315M of outstanding note obligations into preferred equity, reducing the company's debt load and altering its capital structure. The company raised $500K in gross cash (about $465K net after fees) through the private placement. However, the Series A Preferred shares are convertible into a material number of common shares (over 5.27 million combined), which could dilute existing common shareholders if conversions occur. The securities were issued in private placements and are not registered under the Securities Act.