AQUABOUNTY TECHNOLOGIES INC

AquaBounty Technologies, Inc. has historically operated in the aquaculture industry, specifically focusing on the production of genetically engineered Atlantic salmon using large-scale recirculating aquaculture system (RAS) farms. The aquaculture industry, as a whole, was valued at $296 billion ⁴ in 2022, with salmon farming contributing $22 billion ⁵. The company's strategy was built upon four core competencies: its proprietary GE Atlantic salmon, experience in land-based farms, vertical integration, and biotechnology expertise. However, the company has undergone a significant strategic shift, exiting fish rearing operations and divesting most of its assets.

The company's core business model has historically involved the cultivation of genetically engineered Atlantic salmon in land-based RAS facilities. These systems are designed to offer advantages over conventional salmon farming by being less susceptible to disease, employing sophisticated water treatment technology, and preventing escapes, which aligns with environmental non-governmental organizations' (NGOs) preferences. Revenue generation was tied to the sale of these salmon. However, following recent divestitures, the company no longer operates any salmon farms and has sold its intellectual property for GE Atlantic salmon.

In terms of product and service lines, AquaBounty previously focused on its proprietary GE Atlantic salmon, which exhibited substantially faster growth rates than conventional salmon. This product was intended to address the increasing global demand for fish protein, which traditional capture fisheries cannot meet, with aquaculture production needing to nearly double by 2050 ⁶. The company's operations included grow-out farms and broodstock farms. However, these operations have been largely discontinued.

For the fiscal year ended December 31, 2025, the company reported a net loss of $(18,490,487) ⁷, a significant improvement from the net loss of $(149,192,660) ⁸ in 2024. The loss from continuing operations was $(2,229,686) ⁹, compared to $(11,379,178) ¹⁰ in the prior year. Loss from discontinued operations was $(16,260,801) ¹¹ in 2025, down from $(137,813,482) ¹² in 2024. Basic and diluted net loss per share from continuing operations was $(0.57) ¹³, and total basic and diluted net loss per share was $(4.77) ¹⁴. As of December 31, 2025, cash and cash equivalents stood at $501,295 ¹⁵. Total long-term debt, net, was $3,486,141 ¹⁶, and current debt was $0 ¹⁷. The company had an accumulated deficit of $388 million ¹⁸ as of December 31, 2025.

Year-over-year, the company experienced a substantial decrease in its net loss, from $(149,192,660) ⁸ in 2024 to $(18,490,487) ⁷ in 2025, an 88% ¹⁹ change. Sales and marketing expenses decreased by $185 thousand ²⁰, or 97% ²¹, from $191,299 ²² in 2024 to $6,613 ²³ in 2025. Research and development expenses decreased by $203 thousand ²⁴, or 100% ²⁵, from $203,296 ²⁶ in 2024 to $0 ²⁷ in 2025. General and administrative expenses decreased by $5.0 million ²⁸, or 56% ²⁹, from $9,041,470 ³⁰ in 2024 to $4,011,679 ³¹ in 2025. Asset impairment charges for continuing operations decreased by $191 thousand ³², or 100% ³³, from $190,732 ³⁴ in 2024 to $0 ³⁵ in 2025. Other income (expense) shifted from an expense of $(1,752,381) ³⁶ in 2024 to an income of $1,788,606 ³⁷ in 2025, primarily due to loan forgiveness of $2,008,046 ³⁸. Net cash used in operating activities decreased by $5,123 thousand ³⁹, or 37% ⁴⁰, from $(13,862,976) ⁴¹ in 2024 to $(8,739,656) ⁴² in 2025. Net cash provided by investing activities decreased by $433 thousand ⁴³, or 6% ⁴⁴, from $7,563,314 ⁴⁵ in 2024 to $7,129,884 ⁴⁶ in 2025. Net cash provided by financing activities was $1,871,936 ⁴⁷ in 2025, a significant change from net cash used of $(2,663,712) ⁴⁸ in 2024.

During the reported period, AquaBounty undertook significant operational developments, including the sale of its Indiana Farm in July 2024, recurring sales of selected Ohio Equipment Assets throughout 2024 and 2025, and the sale of its Canadian subsidiary, including the Canadian Farms and Corporate IP, in March 2025. These actions were part of a strategic shift to address increasing costs for the Ohio Farm Project, which had its construction paused in June 2023 due to inflation and other factors, with an estimated total cost of $485 million to $495 million ⁴⁹. The Ohio Farm Project, consisting of remaining Ohio Equipment Assets and the Ohio Farm Site, has been designated as a discontinued operation, and the company is exploring its potential sale, having received a non-binding Letter of Interest. Impairment charges totaling $14.4 million ⁵⁰ were recorded in 2025 against the Ohio Farm Project, following $129.8 million ⁵¹ in impairment charges in 2024 related to the Indiana Farm, Ohio Equipment Assets, Ohio Farm Site, Canadian Farms, and Corporate IP. The company also settled legal disputes with Gilbane Building Company for $1.3 million ⁵² and Buckeye Power Sales Co. Inc. for $550 thousand ⁵³ in 2025. In October 2025, the company issued $4.0 million ⁵⁴ in senior notes, with net proceeds of $3.3 million ⁵⁵.

AquaBounty Technologies, Inc. explicitly states that it expects to continue to experience significant losses for the foreseeable future and will require additional cash to provide liquidity for working capital and to fund its evolving strategic plan. The company's ability to continue as a going concern is dependent upon its ability to raise additional capital, and there is no assurance that such capital will be available in sufficient amounts, on a timely basis, on acceptable terms, or at all.

The primary growth area explicitly described in the filing is the potential realization of value from the Ohio Farm Project. The company is actively working with an investment bank to identify the optimal path forward for this asset, including its possible sale. A non-binding Letter of Interest to purchase the Ohio subsidiary has been received and is currently under consideration. The value recorded for the Ohio Farm Project under current assets held for sale is the expected net proceeds from the possible sale of $9.6 million ⁵⁶. The company believes that funding of roughly $400 million ⁵⁷ would be required to complete the construction of the Ohio Farm Project according to its original design and replace the Ohio Equipment Assets that have been sold.

Regarding its operational outlook, the company has significantly reduced its headcount and ongoing operating costs with the exit from its fish rearing operations. As of December 31, 2025, the company had a small core group of 3 ⁵⁸ corporate individuals. Sales and marketing expenses are no longer being incurred, and research and development operations have ceased. General and administrative expenses are expected to remain stable until a new strategic direction for the company is selected.

For planned capital allocation, the company plans to continue to sell assets, or to issue equity or debt securities to increase its cash liquidity and fund its evolving strategic plan. In October 2025, the company completed an issuance of senior notes for net proceeds of $3.3 million ⁵⁵. As a subsequent event, on February 11, 2026, the company completed a public offering of 1,269,509 ⁵⁹ Common Shares and 67,706 ⁶⁰ warrants for Common Shares for net proceeds of approximately $1.0 million ⁶¹.

Management explicitly flagged several structural headwinds and execution risks to its growth plan. The company has a history of net losses and expects to incur future losses, raising substantial doubt about its ability to continue as a going concern. There is no assurance that substantial additional capital will be available on a timely basis, on acceptable terms, or at all, or that such funds, if raised, would be sufficient to enable the company to continue to implement its business strategy. The company requires approvals and permits for its Ohio Farm Project, and any delay or denial could impact the value of those assets and limit strategic options. The company may pursue strategic acquisitions, dispositions, mergers, or joint ventures that could have an adverse impact if unsuccessful. Security breaches, cyber-attacks, and other disruptions could compromise information, expose the company to fraud or liability, or interrupt operations. The company may be required to further write down the value of its assets.

Geographic, regulatory, or macro factors identified as constraints include broad-based business or economic disruptions, political instability, or global health concerns, which could adversely affect current or planned business and increase costs. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect the business. The company's ability to use net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations under Sections 382 and 383 of the U.S. Tax Code.

AquaBounty faces material risks, including its history of net losses and the expectation of future losses, which raises substantial doubt about its ability to continue as a going concern. The company's liquidity is precarious, with only $501 thousand ¹⁵ in cash and cash equivalents as of December 31, 2025, and no assurance that additional capital will be available on a timely basis, acceptable terms, or at all. The Ohio Farm Project, the company's primary remaining asset, requires approvals and permits, and any delays or denials could impact its value and strategic options. The company is exposed to operational risks from potential strategic transactions, such as acquisitions or dispositions, which could be unsuccessful and divert management attention or incur significant liabilities. Cybersecurity threats, including attacks and disruptions, could compromise sensitive information, leading to fraud, liability, or operational interruptions. Furthermore, the company may be required to record further impairment charges against its assets, as evidenced by the $14.4 million ⁵⁰ charge in 2025 and $129.8 million ⁵¹ in 2024. Macroeconomic and geopolitical risks, such as broad-based business or economic disruptions, political instability, or global health concerns, could seriously harm the business and increase costs. Adverse developments in the financial services industry, including liquidity problems or failures of financial institutions like Silicon Valley Bank and Silvergate Capital Corp., could impair the company's access to funding. The company's ability to utilize its domestic net operating loss carryforwards of approximately $278 million ⁶² may be limited by Sections 382 and 383 of the U.S. Tax Code due to potential ownership changes. The price of its common stock is likely to be volatile, and there is a risk of delisting from Nasdaq, particularly given that the market value of its listed securities was less than $5 million ⁶³ as of March 27, 2026, and it has experienced periods of negative stockholders' equity.

Management's message to shareholders reflects a significant strategic pivot, acknowledging the historical growth strategy centered on large-scale RAS farms for genetically engineered Atlantic salmon, but emphasizing the recent divestiture of key assets due to escalating costs and funding challenges. The overall tone is one of active engagement in identifying the optimal path forward for the remaining assets, particularly the Ohio Farm Project, and securing necessary liquidity. Management explicitly states the company has incurred cumulative net losses of $388 million ¹⁸ since inception and expects to continue experiencing significant losses, highlighting the critical need for additional capital. The company's ability to continue as a going concern is dependent on raising additional capital, and there is no assurance such funds will be available on timely or acceptable terms. Key strategic priorities for the period ahead include realizing the potential of the Ohio Farm Project, potentially through its sale, continuing to sell non-core assets to generate liquidity, and exploring debt and equity issuances to fund ongoing operations and the evolving strategic plan. This is evidenced by the recent $3.3 million ⁵⁵ in net proceeds from senior notes in October 2025 and approximately $1.0 million ⁶¹ from a public offering in February 2026.