AQUABOUNTY TECHNOLOGIES INC
1603978
Feb 12, 2026, 12:09 PM
0001603978-26-000023
Items (2)
Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 11, 2026, AquaBounty Technologies, Inc. (the “ Company”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement”) with certain purchasers named therein (the “ Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate of 1,269,509 shares of its common stock, par value $0.001 per share (the “ Common Stock”), pre- funded warrants to purchase an aggregate of 67,706 shares of Common Stock (the “ Pre-Funded Warrants”), and the 67,706 shares of Common Stock underlying the Pre-Funded Warrants (the “ Pre-Funded Warrant Shares” and, together with the Pre-Funded Warrants and the Common Stock, the “ Offering Securities”), at an offering price of $0.86 per share of Common Stock or $0.859 per Pre-Funded Warrant, as applicable, in a registered direct offering (the “ Offering”). The Offering is being made pursuant to a prospectus supplement (the “ Prospectus Supplement”) to the Company’s shelf registration statement on Form S-3 (Registration No. 333-292411), which was declared effective by the U. S. Securities and Exchange Commission (the “ Commission”) on January 12, 2026 (the “ Registration Statement”).
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 4.1 Form of Pre-Funded Warrant 5.1 Opinion of FBT Gibbons LLP 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) /s/ David A. Frank David A. Frank Interim Chief Executive Officer, Chief Financial Officer and Treasurer