MAYNARD, Mass., Nov. 7, 2016 /PRNewswire/ -- AquaBounty Technologies, Inc. (AIM: ABTU; OTC: AQBT), a biotechnology company focused on enhancing productivity in aquaculture and a majority-owned subsidiary of Intrexon Corporation (
Further to the Company's announcement of 12 October 2016 that it had voluntarily withdrawn its registration statement on Form 10, initially filed with the U.S. Securities and Exchange Commission ("SEC") on 25 April 2014, AquaBounty now announces that it has filed a new Form 10 (the "New Registration Statement") with the SEC to register its Common Shares pursuant to Section 12(b) of the Securities Exchange Act of 1934. A copy of the New Registration Statement is available on
To help AquaBounty satisfy the initial listing requirements for listing its Common Shares on the NASDAQ exchange in the United States, the Company has agreed to an equity subscription from, and a conversion of the outstanding convertible debt held by, Intrexon. Additionally, Intrexon plans to distribute a share dividend to its shareholders of a portion of its holding of AquaBounty Common Shares, further details of which are set out below.
The Company executed a share purchase agreement ("Share Purchase Agreement") with Intrexon today for the issuance and sale of 72,632,190 Common Shares (subject to adjustment to give effect to any share dividend, share split, combination, or other similar recapitalization, the "Subscription Shares") raising $25.0 million (approximately £20.3 million) before expenses (the "Fundraising"). This equity subscription is conditional, inter alia, on admission of the Subscription Shares to trading on AIM ("Admission") as well as the approval of the Company's listing on NASDAQ. This funding will help AquaBounty satisfy certain equity requirements for its listing on NASDAQ as well as provide funding for its ongoing working capital and investment requirements to progress its strategy, as detailed below. The issue price of the Subscription Shares is 28.0 pence ($0.3442, based on a conversion rate of £1:$1.2293) per share, which represents the closing price of the Company's Common Shares on AIM on 2 November 2016, which was the latest practical date for calculation prior to the approval of the transaction by AquaBounty's Independent Directors.
Debt Conversion and Share Distribution
In conjunction with the filing of the New Registration Statement and the Fundraising, Intrexon plans to convert the $10.0 million in principal, plus accrued interest, outstanding on its convertible loan with AquaBounty into approximately 36.7 million new Common Shares (the "Conversion Shares") at a price of 23 pence as per the terms of the convertible loan announced on 24 February 2016, conditional on these new Common Shares also being admitted...