AquaBounty Technologies, Inc. (Form: 10-Q, Received: 08/04/2017 16:41:08)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission File Number: 001-36426

AquaBounty Technologies, Inc.

(Exact name of the registrant as specified in its charter)



Delaware	04-3156167
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Mill & Main Place, Suite 395

Maynard, Massachusetts 01754

(978) 648-6000

(Address and telephone number of the registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:



Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company þ

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

At August 3, 2017, the registrant had 8,895,094 Common Shares outstanding.



AquaBounty Technologies, Inc.
FORM 10-Q
TABLE OF CONTENTS

PART I		Page
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
PART II
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AquaBounty Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)



	As of
	June 30,			December 31,
	2017			2016
Assets
Current assets:
Cash and cash equivalents	$	7,991,382		$	3,324,609
Certificate of deposit	12,972			10,666
Other receivables	161,039			164,743
Inventory	78,275			—
Prepaid expenses and other current assets	352,772			72,983
Total current assets	8,596,440			3,573,001

Property, plant and equipment, net	17,906,075			1,723,707
Definite-lived intangible assets, net	191,847			198,698
Indefinite-lived intangible assets	191,800			191,800
Other assets	21,628			21,628
Total assets	$	26,907,790		$	5,708,834

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	949,495		$	1,017,851
Current debt	53,089			17,913
Total current liabilities	1,002,584			1,035,764

Long-term debt	2,952,668			2,645,015
Total liabilities	3,955,252			3,680,779

Commitments and contingencies

Stockholders’ equity:
Common stock, $0.001 par value, 200,000,000 shares authorized;
8,895,094 (2016: 6,463,936) shares outstanding	8,895			6,464
Additional paid-in capital	126,644,804			101,581,724
Accumulated other comprehensive loss	(278,121		)	(286,272		)
Accumulated deficit	(103,423,040		)	(99,273,861		)
Total stockholders’ equity	22,952,538			2,028,055

Total liabilities and stockholders’ equity	$	26,907,790		$	5,708,834

See accompanying notes to these unaudited interim consolidated financial statements.

AquaBounty Technologies, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016

Revenues
Product revenues	$	53,278		$	—		$	53,278		$	—

Costs and expenses
Product costs	50,777			—			50,777			—
Sales and marketing	202,910			239,142			411,198			440,519
Research and development	936,317			915,741			1,656,339			1,730,998
General and administrative	950,348			824,138			2,071,136			1,603,663
Total costs and expenses	2,140,352			1,979,021			4,189,450			3,775,180

Operating loss	(2,087,074		)	(1,979,021		)	(4,136,172		)	(3,775,180		)

Other income (expense)
Gain on disposal of equipment	—			—			—			2,861
Interest expense	(5,253		)	(83,333		)	(10,533		)	(107,639		)
Other income (expense), net	(1,109		)	(1,482		)	(2,474		)	(2,855		)
Total other income (expense)	(6,362		)	(84,815		)	(13,007		)	(107,633		)

Net loss	$	(2,093,436	)	$	(2,063,836	)	$	(4,149,179	)	$	(3,882,813	)

Other comprehensive income (loss):
Foreign currency translation gain (loss)	22,437			(3,182		)	8,151			(100,175		)
Total other comprehensive income (loss)	22,437			(3,182		)	8,151			(100,175		)

Comprehensive loss	$	(2,070,999	)	$	(2,067,018	)	$	(4,141,028	)	$	(3,982,988	)


Basic and diluted net loss per share	$	(0.24	)	$	(0.39	)	$	(0.48	)	$	(0.74	)
Weighted average number of common shares -
basic and diluted	8,892,213			5,250,504			8,647,861			5,249,405

See accompanying notes to these unaudited interim consolidated financial statements.

AquaBounty Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)



	Common stock issued and outstanding	Par value		Additional paid-in capital		Accumulated other comprehensive loss			Accumulated deficit			Total
Balance at December 31, 2016	6,463,936	$	6,464	$	101,581,724	$	(286,272	)	$	(99,273,861	)	$	2,028,055

Net loss									(4,149,179		)	(4,149,179		)
Other comprehensive loss						8,151						8,151
Issuance of common stock, net of expenses	2,421,073	2,421		24,986,836								24,989,257
Exercise of options for common stock	8,334	8		27,494								27,502
Share based compensation	1,751	2		48,750								48,752
Balance at June 30, 2017	8,895,094	$	8,895	$	126,644,804	$	(278,121	)	$	(103,423,040	)	$	22,952,538

See accompanying notes to these unaudited interim consolidated financial statements.

AquaBounty Technologies, Inc.

Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended June 30,
	2017			2016

Operating activities
Net loss	$	(4,149,179	)	$	(3,882,813	)
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization	91,569			64,728
Share-based compensation	48,752			114,662
Gain on disposal of equipment	—			(2,861		)
Changes in operating assets and liabilities:
Other receivables	7,853			20,640
Inventory	(78,275		)	—
Prepaid expenses and other assets	(279,058		)	(129,771		)
Accounts payable and accrued liabilities	(38,702		)	178,434
Net cash used in operating activities	(4,397,040		)	(3,636,981		)

Investing activities
Purchase of property, plant and equipment	(16,193,926		)	(728,748		)
Proceeds from sale of equipment	—			2,861
Payment of patent costs	—			(5,665		)
Net cash used in investing activities	(16,193,926		)	(731,552		)

Financing activities
Proceeds from issuance of debt	256,807			—
Repayment of term debt	(11,405		)	—
Proceeds from the issuance of convertible debt	—			5,000,000
Proceeds from the issuance of common stock, net	24,989,257			—
Proceeds from the exercise of stock options	27,502			—
Net cash provided by financing activities	25,262,161			5,000,000

Effect of exchange rate changes on cash and cash equivalents	(4,422		)	(15,229		)
Net change in cash and cash equivalents	4,666,773			616,238
Cash and cash equivalents at beginning of period	3,324,609			1,313,421
Cash and cash equivalents at the end of period	$	7,991,382		$	1,929,659

Supplemental disclosure of cash flow information and
non-cash transactions:
Interest paid in cash	$	10,533		$	—
Property and equipment included in accounts payable	$	16,218		$	—

See accompanying notes to these unaudited interim consolidated financial statements.

AquaBounty Technologies, Inc.

Notes to the consolidated financial statements

For the six months ended June 30, 2017 and 2016 (unaudited)

1. Nature of business and organization

AquaBounty Technologies, Inc. (the “Parent” and, together with its subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm‑raised Atlantic salmon that exhibit growth rates that are substantially faster than traditional salmon.

In 2015, the Parent obtained approval from the US Food and Drug Administration (the “FDA”) for the production, sale, and consumption of its AquAdvantage® Salmon product in the United States.

In 2016, the Parent obtained approval from Health Canada, the department of the government of Canada responsible for national public health, for the sale and consumption of its AquAdvantage Salmon product in Canada. Previously, in 2013, the Parent obtained approval from Environment Canada, the agency of the government of Canada responsible for regulating environmental policies and issues, for the production of the product.

AQUA Bounty Canada Inc. (the “Canadian Subsidiary”) was incorporated in January 1994 in Canada for the purpose of establishing a commercial biotechnology laboratory to conduct research and development programs related to the Parent’s technologies.

AquaBounty Panama, S. de R.L. (the “Panama Subsidiary”) was incorporated in May 2008 in Panama for the purpose of conducting commercial trials of the Company’s AquAdvantage Salmon.

AquaBounty Farms, Inc. (“AquaBounty Farms”) was incorporated in December 2014 in the State of Delaware for the purpose of conducting field trials and commercializing the Company’s AquAdvantage Salmon in the United States.

AquaBounty Farms Indiana LLC (the “Indiana Subsidiary”) was formed in June 2017 in the State of Delaware for the purpose of operating the Company’s aquaculture facility in Albany, Indiana, and is wholly owned by AquaBounty Farms.

AquaBounty Brasil Participações Ltda. (the “Brazil Subsidiary”) was incorporated in May 2015 in Brazil for the purpose of conducting commercial trials of the Company’s AquAdvantage Salmon.

2. Basis of presentation

The unaudited interim consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct and indirect subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participações Ltda. All inter-company transactions and balances have been eliminated upon consolidation.

The unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2016. The unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of June 30, 2017, and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. The unaudited interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading.

On January 5, 2017, the Company implemented a 1-for-30 reverse share split of its outstanding common shares. All share balances in the unaudited interim consolidated financial statements and accompanying notes have been restated to reflect this change.

Net loss per share

Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Basic net loss is based solely on the number of common shares outstanding during the year. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common

stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti‑dilutive and are excluded from the calculation of diluted net loss per share.

Accounting Pronouncements

The Company has adopted Accounting Standards Update (“ASU”) 2017-01, “Business Combinations: Clarifying the Definition of a Business.” The revised guidance changes the definition of a business to assist entities with evaluating whether a set of transferred assets and activities is a business. During the quarter ended June 30, 2017, the Company acquired certain assets of Bell Fish Company LLC in Albany, Indiana, for $14.2 million , including legal and other expenses incurred (see Note 5). The facility and related assets acquired will be renovated and used to grow and harvest the Company's AquAdvantage Salmon. After upgrading the facility to comply with regulatory requirements, the Company will utilize its grow-out process, personnel, and AquAdvantage Salmon eggs to produce harvest-sized Atlantic salmon for sale in the United States. The facility and related assets acquired provide one input into the Company's process for growing its product, and, accordingly, the purchase of the facility was accounted for as an asset purchase.

The Company has adopted ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standard Codification (“ASC”) 605, “Revenue Recognition,” and most industry-specific guidance throughout the ASC. ASU 2014-09 established principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In applying ASU 2014-09, the Company identifies the performance obligation in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue upon completion of the performance obligation. During the quarter ended June 30, 2017, the Company completed its first sales of AquAdvantage Salmon. Sales orders contain a single deliverable, AquAdvantage Salmon, and revenue is recognized upon delivery.

The Company has adopted ASU 2015-11, “Inventory: Simplifying the Measurement of Inventory.” The main provision of the guidance is that an entity should measure inventory at the lower of cost or net realizable value (“NRV”), where NRV is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company has adopted ASU 2016-09, “Compensation – Stock Compensation.” The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Adoption of this ASU did not have a material impact on the financial statements.

Liquidity and Management’s Plan

At June 30, 2017, the Company’s cash balance totaled $8.0 million . Management has evaluated the Company’s cash resources in view of its planned spending for ongoing operations, capital expenditures, and working capital for the next twelve months and has determined that its current funds are insufficient for these needs. However, management does not believe that there is substantial doubt that the Company can continue as a going concern. Management’s assessment is based on its belief that the Company will be able to raise additional equity or debt to fund its requirements. Additionally, management could slow down spending to conserve the Company’s cash if there is a delay in obtaining new funding. Therefore, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

3. Risks and uncertainties

The Company is subject to risks and uncertainties common in the biotechnology and aquaculture industries. Such risks and uncertainties include, but are not limited to: (i) results from current and planned product development studies and trials; (ii) decisions made by the FDA or similar regulatory bodies in other countries with respect to approval and commercial sale of any of the Company’s proposed products; (iii) the commercial acceptance of any products approved for sale and the Company’s ability to manufacture, distribute, and sell for a profit any products approved for sale; (iv) the Company’s ability to obtain the necessary patents and proprietary rights to effectively protect its technologies; and (v) the outcome of any collaborations or alliances entered into by the Company.

Concentration of credit risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and certificates of deposit. This risk is minimized by the Company’s policy of investing in financial instruments with short-

term maturities issued by highly rated financial institutions. The Company’s cash balances may at times exceed insurance limitations. The Company holds cash balances in bank accounts located in Canada to fund its local operations. These amounts are subject to foreign currency exchange risk, which is mitigated by the Company’s policy to limit the balances held in these accounts. Balances in Canadian bank accounts totaled $90,926 at June 30, 2017 .

Financial instruments

The carrying amounts reported in the consolidated balance sheets for other receivables and accounts payable approximate fair value based on the short-term maturity of these instruments. The carrying value of term debt approximates its fair value since it provides for market terms and interest rates.

Included in other assets is a long-term investment that consists of 216,281 shares of common stock of A/F Protein, Inc. (“AFP”), equating to less than 1% ownership, with a cost basis of $21,628 , which the Company believes to be the best estimate of market value.

4. Inventory

Major classifications of inventory are summarized as follows:



	June 30,		December 31,
	2017		2016
Feed	$	53,693	$	—
Fish in process	24,582		—
Total inventory	$	78,275	$	—

5. Property, plant and equipment

Major classifications of property, plant and equipment are summarized as follows:



	June 30,			December 31,
	2017			2016
Land	$	611,960		$	157,107
Building and improvements	8,558,012			1,436,814
Construction in process	2,235,659			277,352
Equipment	7,814,922			1,037,549
Office furniture and equipment	80,039			78,780
Vehicles	28,170			27,201
Total property and equipment	$	19,328,762		$	3,014,803
Less accumulated depreciation and amortization	(1,422,687		)	(1,291,096		)
Property, plant and equipment, net	$	17,906,075		$	1,723,707

Depreciation and amortization expense was $84,717 and $58,054 for the six months ended June 30, 2017 and 2016 , respectively.

Included as construction in process is $2.2 million for renovation and new construction costs incurred at our Rollo Bay farm site. The Company currently has an additional $2.4 million committed to these renovations.

On June 22, 2017, the Company purchased the aquaculture facility of Bell Fish Company LLC in Albany, Indiana, for $14.2 million , including legal and other expenses incurred. There are no future obligations related to the asset purchase for the Company, no liabilities were assumed, and no workforce was acquired. The Company allocated the purchase price to land, buildings, and equipment based on external valuations and management’s estimates. The Company intends to invest approximately $1.5 million to upgrade the facility for use to grow out its AquAdvantage Salmon for harvest and sale in the United States.

6. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities include the following:



	June 30,		December 31,
	2017		2016
Accounts payable	$	366,927	$	161,768
Accrued payroll including vacation	244,077		242,436
Accrued professional fees	143,487		500,430
Accrued research and development costs	100,650		87,751
Accrued taxes	94,354		22,994
Accrued other	—		2,472
Accounts payable and accrued liabilities	$	949,495	$	1,017,851

7. Debt

The current material terms and conditions of debt outstanding are as follows:



	Interest rate	Monthly repayment	Maturity date	June 30, 2017			December 31, 2016
ACOA AIF grant (C$2,871,919)	0%	Royalties	-	$	2,211,952		$	2,135,846
ACOA term loan (C$337,000)	0%	C$3,120	June 2026	257,154			—
Finance PEI term loan (C$717,093)	4%	C$4,333	July 2021	536,651			527,082
Total debt				$	3,005,757		$	2,662,928
less: current portion				(53,089		)	(17,913		)
Long-term debt				$	2,952,668		$	2,645,015

Estimated principal payments due on loan debt are as follows (1):



Year	Total
2017	$	23,757
2018	58,144
2019	100,630
2020	262,247
2021	1,994,536
Thereafter	566,443
Total	$	3,005,757

(1) Repayments of the AIF grants are based on revenue projections for AquAdvantage Salmon.

Atlantic Canada Opportunities Agency (“ACOA”)

ACOA is a Canadian government agency that provides funding to support the development of businesses and to promote employment in the Atlantic region of Canada.

In January 2009, the Canadian Subsidiary was awarded a grant from ACOA to provide a contribution towards the funding of a research and development project. The total amount claimed under the award over the five -year claim period was $2,211,952 . No further funds are available under this grant. Amounts claimed by the Canadian Subsidiary must be repaid in the form of a 10% royalty on any products that are commercialized out of this research project until the loan is fully repaid. The first scheduled repayment was June 30, 2015, and subsequent repayments are due annually until the full balance of the contributed funds is paid. The Company expects to make its first repayment in 2018.

In February 2016, the Canadian Subsidiary executed an agreement with ACOA to partially finance the renovations to the Rollo Bay site. The terms of the agreement include funding up to $259,557 with repayment commencing after the final draw-down of the funds. The loan term is nine years with a zero percent interest rate. As of June 30, 2017, the Canadian Subsidiary has drawn down the full amount of available funds and commenced repayment.

Finance PEI (“FPEI”)

FPEI is a corporation of the Ministry of Economic Development and Tourism for Prince Edward Island, Canada, and administers business financing programs for the provincial government. In August 2016, the Canadian Subsidiary obtained a loan from FPEI in the amount of $552,305 to partially finance the purchase of the assets of the former Atlantic Sea Smolt plant in Rollo Bay West on Prince Edward Island. The loan is being repaid through monthly payments of principal and interest with a balloon payment for the balance due in July 2021. The loan is collateralized by a mortgage executed by the Canadian Subsidiary, which conveys a first security interest in all of its current and acquired assets. The loan is guaranteed by the Parent.

The Company recognized interest expense of $10,523 and $107,639 for the six months ended June 30, 2017 and 2016 , respectively, on its interest-bearing debt.

8. Stockholders’ equity

The Company is presently authorized to issue up to 240 million shares of stock, of which 40 million are authorized as preferred stock and 200 million as common stock.

Common stock

The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders. Dividends and distribution of assets of the Company in the event of liquidation are subject to the preferential rights of any outstanding preferred shares. At June 30, 2017 , the Company had reserved 227,203 shares of common stock for the exercise of options.

Restricted stock

The Company grants restricted common stock to the Chairman of the Board of Directors as part of his compensation package. Generally, the shares are fully vested upon the third anniversary of the grant date. Unvested shares can be canceled upon termination of the Chairman’s services.

A summary of the Company’s unvested shares of restricted stock as of June 30, 2017 , is as follows:



	Shares		Weighted average grant date fair value
Unvested at December 31, 2016	4,169		$	7.72
Granted	1,751		14.20
Vested	(1,532	)	7.88
Unvested at June 30, 2017	4,388		$	10.25

During the six months ended June 30, 2017 and 2016 , the Company expensed $12,070 and $8,260 , respectively, related to the Chairman’s restricted stock awards. At June 30, 2017 , the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $44,982 . The period over which the unearned share-based compensation is expected to be earned is approximately three years.

Stock options

In 2006, the Company established its 2006 Equity Incentive Plan (the “2006 Plan”). The 2006 Plan provided for the issuance of incentive stock options to employees of the Company and non‑qualified stock options and awards of restricted and direct stock purchases to directors, officers, employees, and consultants of the Company. In accordance with its original terms, no further shares may be granted under the 2006 Plan subsequent to March 18, 2016. All outstanding awards under the 2006 Plan will continue until their individual termination dates.

In March 2016, the Company’s Board of Directors adopted the AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) to replace the 2006 Plan. The 2016 Plan provides for the issuance of incentive stock options, non‑qualified stock options, and awards of restricted and direct stock purchases to directors, officers, employees, and consultants of the Company. The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2016 Plan cannot exceed 450,000 . The 2016 Plan was approved by the Company’s shareholders at its Annual Meeting on April 26, 2016.

The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows:



	Number of options		Weighted average exercise price
Outstanding at December 31, 2016	185,591		$	7.89
Issued	52,500		14.20
Exercised	(8,334	)	3.30
Expired	(2,554	)	19.50
Outstanding at June 30, 2017	227,203		$	9.39
Exercisable at June 30, 2017	179,500		$	8.17

Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees are vested over one to three years and are exercisable for a term of ten years from the date of issuance.

The weighted average fair value of stock options granted during the six months ended June 30, 2017, was $4.55 . The intrinsic value of options exercised during the six months ended June 30, 2017, was $43,420 . The total intrinsic value of all options outstanding was $441,390 and $602,773 at June 30, 2017 , and December 31, 2016 , respectively. The total intrinsic value of exercisable options was $439,494 and $597,872 at June 30, 2017 , and December 31, 2016 , respectively.

The following table summarizes information about options outstanding and exercisable at June 30, 2017 :



Weighted average exercise price of outstanding options	Number of options outstanding	Weighted average remaining estimated life (in years)	Number of options exercisable	Weighted average exercise price of outstanding and exercisable options
$3.30	79,337	2.0	79,337
$3.60	800	5.0	800
$5.70	10,336	7.7	10,006
$6.90	29,038	3.9	28,016
$7.50	15,837	5.8	15,837
$9.60	8,300	8.2	8,300
$9.90	800	1.0	800
$10.50	1,600	6.0	1,600
$10.80	2,400	7.0	2,400
$14.20	52,500	9.8	6,149
$23.40	26,255	6.6	26,255
	227,203		179,500	$8.17

Total share-based compensation on stock-option grants amounted to $36,682 and $106,402 for the six months ended June 30, 2017 and 2016 , respectively. At June 30, 2017 , the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards was $216,447 . The period over which the unearned share-based compensation is expected to be earned is approximately three years.

9. Commitments and contingencies

The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

Other than the extension of the Maynard office lease (see Note 11), there have been no material changes to the commitments and contingencies disclosed in our annual report on Form 10-K as of and for the year ended December 31, 2016.

10. Related Party Collaboration Agreement

In February 2013, the Company entered into an Exclusive Channel Collaboration agreement (“ECC”) with Intrexon Corporation, its majority shareholder (“Intrexon”), pursuant to which the Company will use Intrexon’s UltraVector and other technology platforms to develop and commercialize additional genetically modified traits in finfish for human consumption.

Total Intrexon service costs incurred under the terms of this agreement for the six months ended June 30, 2017 and 2016 , amounted to $315,116 and $489,083 , respectively, and are included as a component of research and development expense in Consolidated Statements of Operations and Comprehensive Loss. Included in accounts payable and accrued liabilities at June 30, 2017 , and December 31, 2016 , are amounts due to Intrexon under the ECC totaling $49,119 and $73,780 , respectively.

11. Subsequent Events

In July 2017, the Company extended the lease for its office space in Maynard, Massachusetts. The new lease has a term of five years and seven months, ending March 2023, with total annual rent payments of approximately $60 thousand increasing to $68 thousand during the term of the lease.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10‑Q and our Annual Report on Form 10-K for the year ended December 31, 2016, which was filed on March 16, 2017.

This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016. Our actual results may differ materially from those discussed below. The following discussion and analysis is intended to enhance the reader’s understanding of our business environment. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof.

Overview

We believe that we are a leader in the field of biotechnology tools for improving the productivity of aquaculture. Our lead product is the AquAdvantage Salmon, which received FDA approval in 2015 as the first genetically modified animal available for sale for human consumption. We intend to commence commercial activities with a pilot-scale operation and subsequent commercialization in markets where we have received regulatory approval. Management has evaluated several paths to revenue generation that follow different timelines, including production of our fish at our existing farm in Panama, purchase of an existing production facility in North America, and construction of a new production facility in North America. The first steps in our commercial plan have been implemented. We received approval from the provincial regulatory authorities in Prince Edward Island for the construction of a broodstock facility to house our non-transgenic Atlantic salmon stock and a 250-metric-ton recirculating aquaculture system (“RAS”) facility to grow out our AquAdvantage Salmon. We have purchased certain assets of the aquaculture facility of Bell Fish Company LLC, which we intend to use to grow out our AquAdvantage Salmon for sale and consumption in the United States. We are also continuing an active search in both the United States and Canada for either an existing land-based RAS facility or a site on which to build a new facility for the commercial production of AquAdvantage Salmon. We have made our first sales of AquAdvantage Salmon from our farm site in Panama and expect modest revenues during 2017 and 2018, with more significant revenues expected once our new facilities are in full production in the second half of 2019.

Revenue

We generate product revenue through the sales of our AquAdvantage Salmon. Revenue is recognized when the Company identifies the performance obligation in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue upon completion of the performance obligation. During the quarter ended June 30, 2017, the Company completed its first sales of AquAdvantage Salmon. Sales orders contain a single deliverable, AquAdvantage Salmon, and revenue is recognized upon delivery.

In the future, our revenue will depend upon the number of countries in which we have received regulatory approval for the sale of our products, the number and capacity of grow-out facilities we have in operation, and the market acceptance we achieve.

Cost of Products

Cost of products includes the labor and related costs to grow out our fish, including feed, oxygen, and other direct costs; an application of overhead; and the cost to process and ship our fish to customers.

Sales and Marketing Expenses

Our sales and marketing expenses currently consist primarily of personnel costs, travel, and consulting fees for market-related activities. As of June 30, 2017 , we had three employees dedicated to sales and marketing.

Research and Development Expenses

As of June 30, 2017 , we employed seventeen scientists and technicians at our hatchery on Prince Edward Island to oversee our broodstock of AquAdvantage Salmon, as well as the lines of fish we maintain for research and development purposes. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:


•	salaries and related overhead expenses for personnel in research and development functions;


•	fees paid to contract research organizations, Intrexon, and consultants who perform research for us;


•	costs related to laboratory supplies used in our research and development efforts; and


•	costs related to the operation of our field trials and Panama site.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for employees in executive, operational, and finance functions. Other significant general and administrative expenses include corporate governance and public market maintenance, regulatory compliance, rent and utilities, insurance, and legal services. We had seven employees in our general and administrative group at June 30, 2017 .

Other Income (Expense)

Interest expense includes the interest on our outstanding loans. Other income (expense) includes bank charges, fees, and interest income.

Results of Operations

Comparison of the three months ended June 30, 2017 , to the three months ended June 30, 2016 .

The following table summarizes our results of operations for the three months ended June 30, 2017 and 2016, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):



	Three Months Ended June 30,				Dollar Change			% Change
	2017		2016		Dollar Change			% Change
	(unaudited)
Product revenue	53		—		53			—	%

Operating expenses:
Product costs	51		$	—	51			—	%
Sales and marketing	203		$	239	$	(36	)	(15	)%
Research and development	936		916		20			2	%
General and administrative	950		824		126			15	%
Operating loss	2,087		1,979		108			5	%
Total other (income) expense	6		85		(79		)	(93	)%
Net loss	$	2,093	$	2,064	$	29		1	%

Product Revenue and Gross Margin

Revenues from the first sales of AquAdvantage Salmon were recognized during the three months ended June 30, 2017 . Regulatory approval for the harvest and export of our fish from our Panama farm site was received during the current period, and a batch of fish was sold and shipped to customers in Canada.

Gross margin on product sales was $3 thousand, as the inventory had been previously valued at NRV on our balance sheet. We expect that sales of our fish will be infrequent and of small quantities until our Indiana and Rollo Bay facilities are operational and the fish in those facilities have matured, which is expected in the second half of 2019.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended June 30, 2017 , were down slightly from the corresponding period in 2016 due to a reduction in outside consulting fees and travel expenses. We expect that our sales and marketing expenses will increase as we move forward with our commercialization plans for AquAdvantage Salmon.

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2017 , were up slightly from the corresponding period in 2016 due to an increase in compensation, as we continued to expand our internal research group. We expect that our research and development expenses will increase as we further develop our Rollo Bay farm site and as we continue to pursue regulatory approval for additional products.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2017 , were higher than the corresponding period in 2016 due to increased compensation charges of $49 thousand, higher professional fees of $112 thousand, and taxes of $38 thousand, which were partially offset by a reduction in legal fees of $88 thousand. The net increase is attributable to our recently completed listing on NASDAQ and the associated expenditures of being a public company. We expect that our general and administrative expenses will continue to increase as we incur increased costs to comply with corporate governance and reporting and other requirements applicable to U.S. public companies.

Total Other (Income) Expense

Total other (income) expense is comprised of interest on debt, bank charges, and interest income for the three months ended June 30, 2017 and 2016.

Comparison of the six months ended June 30, 2017 , to the six months ended June 30, 2016 .

The following table summarizes our results of operations for the six months ended June 30, 2017 and 2016, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):



	Six Months Ended June 30,				Dollar Change			% Change
	2017		2016		Dollar Change			% Change
	(unaudited)
Product revenue	53		—		53			—	%

Operating expenses:
Product costs	51		$	—	51			—	%
Sales and marketing	411		$	440	$	(29	)	(7	)%
Research and development	1,656		1,731		(75		)	(4	)%
General and administrative	2,071		1,604		467			29	%
Operating loss	4,136		3,775		361			10	%
Total other (income) expense	13		108		(95		)	(88	)%
Net loss	$	4,149	$	3,883	$	266		7	%

Product Revenue and Gross Margin

The first sales of AquAdvantage Salmon were recognized during the six months ended June 30, 2017 . Regulatory approval for the harvest and export of our fish from our Panama farm site was received during the current period, and a batch of fish was sold and shipped to customers in Canada.

Sales and Marketing Expenses

Sales and marketing expenses for the six months ended June 30, 2017 , were down slightly from the corresponding period in 2016 due to a reduction in outside consulting fees and travel expenses.

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2017 , were down slightly from the corresponding period in 2016 due to a reduction in outside service fees and an allocation of cost to inventory, which were partly offset by an increase in compensation.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2017 , were higher than the corresponding period in 2016 due to increased compensation charges and higher professional fees and taxes, which were partially offset by a reduction in stock compensation charges. The net increase is attributable to our recently completed listing on NASDAQ and the associated expenditures of being a public company.

Total Other (Income) Expense

Total other (income) expense is comprised of interest on debt, bank charges, and interest income for the six months ended June 30, 2017 , and interest on the convertible debt with Intrexon, gains on asset disposals, bank charges, and interest income for the six months ended June 30, 2016 .

Liquidity and Capital Resources

Sources of Liquidity

We have incurred losses from operations since our inception in 1991, and, as of June 30, 2017 , we had an accumulated deficit of $103.4 million. On February 22, 2016, we entered into a convertible debt facility with Intrexon (the “Debt Facility”). Advances under the Debt Facility carried an interest rate of 10% per year and had a maturity date of March 1,

2017. The entire $10 million (plus accrued interest) under the Debt Facility was converted into 1,212,908 shares of AquaBounty common stock on December 16, 2016. On January 18, 2017, we completed a private placement of 2,421,073 shares of our common stock to Intrexon for proceeds of approximately $25 million. As of June 30, 2017 , we had a cash balance of $8 million.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods set forth below (in thousands):



	Six Months Ended June 30,						Years Ended December 31,
	2017			2016			2016			2015			2014
	(unaudited)
Net cash provided by (used in):
Operating activities	$	(4,397	)	$	(3,637	)	$	(7,449	)	$	(6,748	)	$	(6,561	)
Investing activities	(16,194		)	(732		)	(1,074		)	(105		)	(152		)
Financing activities	25,262			5,000			10,541			3,044			10,024
Effect of exchange rate changes on cash	(4		)	(15		)	(7		)	(41		)	(23		)
Net increase (decrease) in cash	$	4,667		$	616		$	2,011		$	(3,850	)	$	3,288

Cash Flows from Operating Activities

Net cash used in operating activities during the six months ended June 30, 2017 , was primarily comprised of our $4.1 million net loss, offset by non-cash depreciation and stock compensation charges of $140 thousand, and increased by working capital uses of $388 thousand. Net cash used in operating activities during the six months ended June 30, 2016 , was primarily comprised of our $3.9 million net loss, offset by non-cash depreciation and stock compensation charges of $179 thousand, and working capital sources of $69 thousand.

Spending on operations increased during the current period due to compensation increases and higher charges for professional fees and corporate taxes. The increase in cash used by working capital in the current period was due to the establishment of inventory and an increase in prepaid expenses.

Cash Flows from Investing Activities

During the six months ended June 30, 2017 , we used $14.2 million for the purchase of certain assets of Bell Fish Company LLC and $2.0 million for construction and renovation charges at our Rollo Bay farm site. During the same period in 2016, we used $700 thousand for the purchase of certain assets of Atlantic Sea Smolt Ltd., $29 thousand for property and equipment purchases, and $6 thousand for patent charges. This was offset by $3 thousand in proceeds from the sale of existing assets.

Cash Flows from Financing Activities

During the six months ended June 30, 2017 , we received approximately $25.0 million in proceeds from the issuance of our common stock in a private placement of shares, $257 thousand in proceeds from the issuance of term debt, and $28 thousand in proceeds from the exercise of employee stock options. This was offset by $11 thousand in the repayment of debt. During the same period in 2016, we received $5 million in proceeds from the issuance of convertible debt.

Future Capital Requirements

We have evaluated our cash resources in view of our planned spending for ongoing operations, capital expenditures, and working capital for the next twelve months and have determined that our current funds are insufficient for these needs. We intend to devote a significant portion of our existing cash to our farm sites in Indiana and Rollo Bay and the continued investment in our research and development projects. We plan to seek additional financing in the form of debt or equity to fund our cash requirements.

We have based our estimates on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Our future capital requirements will depend on many factors, including:


•	the timing of additional regulatory approvals and permits for AquAdvantage Salmon, if any;


•	the cost to complete construction activities at our Rollo Bay site;


•	the cost to upgrade the equipment at our Indiana site; and


•	the timing of costs related to the FDA legal challenge.

Until such time, if ever, as we can generate positive operating cash flows, we may finance our cash needs through a combination of equity offerings, debt financings, government or other third-party funding, strategic alliances, and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of holders of our common stock will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through government or other third-party funding; marketing and distribution arrangements; or other collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

During the six months ended June 30, 2017, the Company adopted the following critical accounting policies:

Business Combinations: Clarifying the Definition of a Business

The Company has adopted ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business.” The revised guidance changes the definition of a business to assist entities with evaluating whether a set of transferred assets and activities is a business. During the quarter ended June 30, 2017, the Company acquired certain assets of Bell Fish Company LLC in Albany, Indiana, for $14.2 million, including legal and other expenses incurred. Management concluded, based on its analysis of the assets acquired, that the facility and related assets would provide one input into the Company’s process for growing its product, and, accordingly, the acquisition was accounted for as an asset purchase.

Revenue from Contracts with Customers

The Company has adopted ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition,” and most industry-specific guidance throughout the ASC. ASU 2014-09 established principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In applying ASU 2014-09, the Company identifies the performance obligation in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue upon completion of the performance obligation. During the quarter ended June 30, 2017, the Company completed its first sales of AquAdvantage Salmon. Sales orders contain a single deliverable, AquAdvantage Salmon, and revenue is recognized upon delivery.

Inventory

The Company has adopted ASU 2015-11 “Inventory: Simplifying the Measurement of Inventory.” The main provision of the guidance is that an entity should measure inventory at the lower of cost or NRV. The value of our inventory could fluctuate substantially in the future, based on our commercial growth and the market price of Atlantic salmon.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following sections provide quantitative information on our exposure to interest rate risk and foreign currency exchange risk. We make use of sensitivity analyses, which are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.

Interest Rate Risk

Our primary exposure to market risk is interest rate risk associated with debt financing that we utilize from time to time to fund operations or specific projects. The interest on this debt is usually determined based on a fixed rate and is contractually set in advance. At June 30, 2017 , and December 31, 2016, we had $794 thousand and $527 thousand, respectively, in interest-bearing debt instruments on our consolidated balance sheet. All of our interest-bearing debt is at fixed rates.

Foreign Currency Exchange Risk

Our functional currency is the U.S. Dollar. The functional currency of our Canadian subsidiary is the Canadian Dollar, and the functional currency of our Panama, U.S., and Brazil subsidiaries is the U.S. Dollar. For the Canadian Subsidiary, assets and liabilities are translated at the exchange rates in effect at the balance sheet date, equity accounts are translated at the historical exchange rate, and the income statement accounts are translated at the average rate for each period during the year. Net translation gains or losses are adjusted directly to a separate component of other comprehensive loss within shareholders’ equity (deficit).

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended June 30, 2017 , the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Lawsuit Against the FDA Approval of NADA

On March 30, 2016, a coalition of non-governmental organizations filed a complaint in the United States District Court for the Northern District of California against the FDA, the United States Fish and Wildlife Service, and related individuals for their roles in the approval of AquAdvantage Salmon. The coalition, including the Centre for Food Safety and Friends of the Earth, claims that the FDA had no statutory authority to regulate genetically modified animals, and, if it did, that the agency failed to analyze and implement measures to mitigate ecological, environmental, and socioeconomic risks that could impact wild salmon and the environment, including the risk that AquAdvantage Salmon could escape and threaten endangered wild salmon stocks. This lawsuit is currently in the discovery phase of litigation.

Other than as set forth above, we are not party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our future business, consolidated results of operations, cash flows, or financial position. We may, from time to time, be subject to legal proceedings and claims arising from the normal course of business activities.

Item 1A. Risk Factors

As disclosed in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, which was filed on March 16, 2017, there are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. There are no material additional updates or changes to our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX



Exhibit Number		Exhibit Description

10.1		Asset Purchase Agreement by and between AquaBounty Technologies, Inc. and Bell Fish Company LLC, dated as of June 9, 2017.

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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, thereunto duly authorized.



		AQUABOUNTY TECHNOLOGIES, INC.

August 4, 2017		/s/ Ronald L. Stotish
		Ronald L. Stotish
		President, Chief Executive Officer, and Director (Principal Executive Officer)

August 4, 2017		/s/ David A. Frank
		David A. Frank
		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)



AQUABOUNTY TECHNOLOGIES, INC.	BELL FISH COMPANY LLC
By: ___________________________	By: ______________________________
Name:	Name:
Title:	Title:



Name (print):
Specimen Signature:
Title:
Telephone Number (required): If more than one, list all applicable telephone numbers.	Office: Cell:
E-mail (required): If more than one, list all applicable email addresses.	Email 1: Email 2:



Name (print):
Specimen Signature:
Title:
Telephone Number (required): If more than one, list all applicable telephone numbers.	Office: Cell:
E-mail (required): If more than one, list all applicable email addresses.	Email 1: Email 2:



Name (print):
Specimen Signature:
Title:
Telephone Number (required): If more than one, list all applicable telephone numbers.	Office: Cell:
E-mail (required): If more than one, list all applicable email addresses.	Email 1: Email 2:



Name (print):
Specimen Signature:
Title:
Telephone Number (required): If more than one, list all applicable telephone numbers.
E-mail (required): If more than one, list all applicable email addresses.


ARTICLE 2:	PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES 8


4.5	Further Conveyances and Assumptions; Consent of Third Parties 15


(i)	Subject to the provisions of this Section 1.3 , the Escrow Property shall be in existence immediately following the Closing (as defined in the Purchase Agreement) and shall terminate at 11:59 p.m., Eastern Standard Time, on the date that is one year following the Closing Date (as defined in the Purchase Agreement) (the “ Claim Period Expiration Date ”).


1.	The Seller may not be compliant with the Commitments Concerning the Use and Development of Real Estate granted by Bell Aquaculture, LLC on April 9, 2014, recorded in the Delaware County Recorder’s Office on April 17, 2014 as Instrument No. 2014R04200.


1.	Wastewater Permit: TCFI Bell SPE I LLC, Indiana Department of Environmental Management, National Pollutant Discharge Elimination System Permit (NPDES) Permit No. IN0062669 (Delaware County).


a.	No outstanding enforcements. The wetlands will need to have collected solids removed, vegetation reestablished and the aeration system repaired and the outfall drains in ELSH 3 where harvest is currently taking place will need to be routed to the effluent treatment facility to remain in compliance.


a.	Copy of permit currently not on file. No outstanding enforcements. A certified Drinking Water Operator needs to be contracted to submit reports to the State due to recently exceeding the requirements related to employee and visitor limits.


3.	Bell Aquaculture LLC, Delaware County Health Department, Permit Nos. 1210, 1211 (relating to building and repairs of wells on property).


4.	TCFI Bell SPE I LLC, Industrial Wastewater Pretreatment (IWP) Permit No. INP000288 (Jay County).


5.	The Owned Real Property is a “significant water withdrawal facility” under Indiana state law and is required to track and submit reports annually for location code 18-0487-RU.


ARTICLE 1:	DEFINITIONS 1


2.2	Excluded Assets 9


2.3	Assumption of Liabilities 10


2.4	Excluded Liabilities 10



Full Name	Job Title	Location	Hire Date	FLSA Status	Full Time/Part Time	Status	Rate #1 Pay Rate
*****	Harvest Crew Member	Albany	4/30/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	8/12/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Aquaculture Specialist	Albany	8/12/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Director	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	10/14/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Biologist	Albany	10/31/2016	Salary Exempt	Full Time	Active	*****
*****	Hatchery Manager	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Compliance Manager	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Hatchery Specialist	Albany	8/12/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Asst Farm Manager	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Packing Lead	Albany	4/12/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Special Project Purchasing	Minneapolis	8/12/2016	Salary Exempt	Full Time	Active	*****
Davis, Robert	CEO	Minneapolis	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	VP of Engineering and Operations	Albany	9/14/2016	Salary Exempt	Full Time	Active	*****
*****	Night Security	Albany	12/20/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Maintenance Technician	Albany	5/8/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Harvest Crew Member	Albany	5/8/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Administrative Assistant	Albany	8/12/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Harvest Crew Member	Albany	5/2/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	8/12/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Night Security	Albany	8/12/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Grading and Harvest Manager	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	5/11/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Hatchery Specialist	Albany	8/12/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Night Security	Albany	8/12/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Data Entry	Albany	12/7/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Harvest Crew Member	Albany	4/30/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	5/8/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	11/7/2016	Hourly Non Exempt	Full Time	Active	*****
*****	Administrative Assistant	Albany	8/12/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Aquaculture Specialist	Albany	1/4/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Aquaculture Specialist	Albany	1/9/2017	Hourly Non Exempt	Full Time	Active	*****
*****	Farm Manager	Albany	8/12/2016	Salary Exempt	Full Time	Active	*****
*****	Planning Support	Albany	8/12/2016	Hourly Non Exempt	Part Time	Active	*****
*****	Aquaculture Specialist	Albany	11/10/2016	Hourly Non Exempt	Full Time	Active	*****

*****	Consultant	Minneapolis	1/15/2017	N/A	Consultant	Active	*****



QTY	MFG	MODEL	DESCRIPTION	S/N or VIN	YEAR/ AGE
ALBANY FACILITY
1			Tank pod system, ELSH 3 Building - 2nd floor, (4) pods. Each pod system includes: (6) ~1,500 gal pvc tanks (~8’ dia x 4’ h) with center screen; (1) sump tank, pvc, ~1,850 gal; Hydrotech HDF-801-1G drum filter; (1) ~3,600 gal fiberglass sand filter tank (~7’ dia x 12.5’ h); (1) low head oxygenator tank, fiberglass; Bell & Gossett plate type heat exchanger; control cabinet; related pumps, piping, valves, sensors, fittings, associated components.
			Tank pod system, production, (8) pods. System includes: (24) ~67,000 gal fiberglass tanks (~35’ dia x 10’ h) with center screen (pneumatic actuator for mortality flush system); (48) ~24,500 gal fiberglass fluidized sand biofilter tanks (~8’ dia x 23’ h); (24) fiberglass packed column header boxes with distribution plate / nozzles; (24) low head fiberglass oxygenators; (24) fiberglass radial flow settlers; (8) drum filter; (8) concrete sump tank; (24) ~40 hp pumps; control cabinet; related piping, valves, sensors, fittings, associated components.
1			Tank pod system, ELSH 3 Building - 2nd floor, feed trial and R&D, (2) pods. Each pod system includes: (12) ~125 gal pvc tanks (~4’ dia x 16” h) with center screen; (1) sump tank, pvc, ~150 gal, with stand; Bell & Gossett plate type heat exchanger; Polygeyser bead filter; control cabinet; related pumps, piping, valves, sensors, fittings, associated components.
1			Tank pod system, fingerling, (1) pod. System includes: (5) ~23,000 gal fiberglass tanks (~20’ dia x 10’ h) with center screen (pneumatic actuator for mortality flush system); (12) ~24,500 gal fiberglass fluidized sand biofilter tanks (~8’ dia x 23’ h); (3) fiberglass packed column header boxes with distribution plate / nozzles; (3) low head fiberglass oxygenators; (5) fiberglass radial flow settlers; (1) Hydrotech HDF-2007-1A (2012) drum filter; (1) ~31,000 gal concrete sump tank; (3) ~20 hp pumps; control cabinet; related piping, valves, sensors, fittings, associated components.
1			Tank pod system, Hatchery Building, (5) pods. Each pod system includes: (12) ~940 gal pvc tanks (~8’ dia x 2.5’ h) with center screen; (1) sump tank, pvc, ~1,850 gal; Hydrotech HDF-801-1G drum filter; (1) ~4,100 gal fiberglass sand filter tank (~7’ dia x 12.5’ h); (1) low head oxygenator tank, fiberglass; Bell & Gossett plate type heat exchanger; control cabinet; related pumps, piping, valves, sensors, fittings, associated components.
1	ETI	Feedmaster	Feed grain distribution system, with 24 outlet distribution.		circa 2012
1	Vaki Aquaculture Systems	Macro/Micro fish counter	Fish counter, micro and macro, computer vision bioscanner, stainless steel construction. Vaki Counter is complete. Operationally nonfunctioning. Touch screen is not operational. No estimated cost to repair.		2006
1	Faivre Sarl	Helios 40	Fish grader/sorter, stainless steel construction with capacities from 10 grams to 1.5 kilograms fish size. Grader is operational and used on a regular basis. No known maintenance or repair needed.	201423003	2014
2			Fish wedge/screening devices, (1) ~20’, (1) ~35’. 35’ wedge screen is in need of repair or replacement. Currently using a Seine Net. No schedule to repair screen. 20’ wedge screen is operational.
1	Aqua Life Products	1210	Live fish transfer pump, 10” outlet size, 80 ounces (2.3 kilogram) maximum fish weight, 112,500 pounds of fish per hour capacity. 1210 pump is used on a regular basis. Hose system components have been recently refurbished at the factory. No known repairs or maintenance needed at this time.	123	2014



1	Aqua Life Products	BP-40 BioStream	Live fish transfer pump, 4” outlet size, 350 gram maximum fish weight, 8 tons of fish per hour capacity. BP-40 pump is used on a regular basis. No know repairs or maintenance needed at this time.	162	circa 2012
1	Fisch Technik		Portable fish sorting system.
1			Purge tanks, fiberglass, 8’ x 62’ x 5’, includes circulation pumps. (12) in operation or being installed, parts stored outside for (10) more tanks.
120			Semi-circular tank bottom elevated plates, ~8’, 6” bottom spacing.
180			Tubular slotted screen pipes.
2	Aqualogic	CMWUV7608-10F115	UV sterilizer systems, 645 watt capacity. (not installed)	16670, EPA086063- CA-001
1	Emperor Aquatics Inc.	6FB Safeguard	UV sterilizer, 2340 watt capacity, max 200 gpm flow rate. (not installed)
POWER, FILTRATION, TEMPERATURE CONTROL & PROCESS SYSTEMS
10	Dresser-Roots	718-U-RAI	Blowers, positive displacement, ~2400 CFM, 40 hp electric motors, expansion tanks, rack, motor controls.
2	Hydrotherm	KN-10	Boilers, gas fired, 1MM btu.
1	Aaon	LL-275-3-0-DB-0-A	Chiller, 275 ton capacity, package type, scroll compressors, chiller pumps, condensers, expansion/ compression tanks, chemical water treatment system, microprocessor controls. Associated components.		2014
1	Aaon	RN-090-3-0JB09-3P9	Chiller, 90 ton capacity, packaged outdoor self contained style, scroll compressors, chiller pumps, air cooled condensers, microprocessor controls, associated components.	201301- BVGG00050	2014
1	Aaon	RN-090-3-0JB09-3P9	Chiller, 90 ton capacity, packaged outdoor self contained style, scroll compressors, chiller pumps, air cooled condensers, microprocessor controls, associated components.	201301- BVGG00049	2014
1	Coolant Chillers	AIR-10000-IT-BP	Chiller, air cooled, 132,000 btu, 10 ton, portable. Coolant Chiller is operational and used on a regular basis. No known maintenance or repair needed.
1	Sunwell	1G6VM	Deep chill ice generator, with associated pumping and control station, brine control unit and 4,300 gallon capacity storage silo (silo s/n 29439). Associated fittings and controls.	M536	2008
1	DCA	DCA-1400- OC	Dehumidifier, 36,000 btu.
1			Electrical service panels, MCCs, switchgear, related components.
1			Process piping (Group) including piping, sensors, valves, fittings, pumps, related items, not otherwise included with assets or systems.
1	Caterpillar	C32 Acept	Stationary power generation unit, 1000 KW, diesel engine, weatherproof protective enclosure, foundation, wiring, associated controls.	SXC00924	2007
1	Cummins	DQKH-6952850	Stationary power generation unit, 2250 KW, diesel engine, weatherproof protective enclosure, sub-base fuel tank, foundation, wiring, associated controls.	C080169232	2008
1	Caterpillar	C15	Stationary power generation unit, 350 KW, diesel engine, weatherproof protective enclosure, sub-base fuel tank, foundation, wiring, associated controls.	C5E01429	2007
1	Cummins	DFEK-7528991	Stationary power generation unit, 500 KW, diesel engine, weatherproof protective enclosure, sub-base fuel tank, foundation, wiring, associated controls.	L080226021	2008
1			Waste treatment filtration system, including: (4) ~18,000 gal conical fiberglass tanks, metal support stand mounted, sidewall discharge pipe, slide gate; Hydrotech 8’ x 12’ drum filter; open top fiberglass discharge tank, ~72” dia; related components.		2014



1			Waste treatment sludge solids separation and discharge system including: US Farm Systems model CSS cascading filter screen, US Farm Systems model SC screen solids discharge conveyor, rubber belt incline conveyor, US Farm Systems steel mixing tank with circulation pumps, related components.		2014
1			Water treatment building equipment, including: (7) Allen Bradley vfds, (5) Peerless ~30 hp water pumps, (20) ~20 cu ft steel tanks with filter media beds, (2) DeLoach Ind. induced draft aerators, (2) Magnatech water conditioners, related components.
2	Peerless-Midwest		Well pumps, 75 hp, Allen Bradley Power Flex 400 adjustable frequency AC drives, digital controls.	08227600 and 8227612	circa 2008
FEED MILL, CONVEYING, & MATERIAL HANDLING EQUIPMENT
1			Bagging unit with Richardson model C-17 bulk filler/scale spout and alternate slide gate operated filling chute.		2002
1	Hampton Conveyor		Bucket elevator, ~14’ height.		2002
1	Hampton Conveyor		Bucket elevator, ~14’ height.		2002
1	Kelly Duplex	Size 18	Bulk scale bin, dumping, 1000# capacity, with beam scale.	55406
8	Schuld Bushnell	HP-60	Bulk storage bins, galvanized steel, smooth wall, 32 ton capacity, 1600 cu ft, with sidewall ladders, safety ladder cages, and equipped with slide gate, airlock and bin wall shaker.		2014
1	Apec		Coating applicator, spray type.		2002
1	Wenger		Cooler, forced air, single pass, ~12’.
1	Extru-Tech, Inc.	520	Dryer, process, double deck, natural gas fired, ~20’ length, with 10 hp blower, ducting.	40500SI	2002
1	Wenger	X25-cf	Extruder, 100 hp, ~4”, single screw. Custom configured with cooking unit, includes associated dies and tooling.
1	Caterpillar	C6500	Forklift, ride on, 4-wheel, LP gas, cushion tires, 6500# capacity. NOTE - Has no ignition	AT83F50254	2005
1	Nissan	MCPL02A25L V	Forklift, ride on, LP gas, 4400# capacity. NOTE - Leaks hydraulic fluid	CPL02-9P1253
1	Massey Ferguson	2500	Forklift, rough terrain, diesel, 5000# capacity. NOTE - Has no breaks	1384-11547
1			Grain bin, poly, ~1.5 ton, 75 cu ft, with 45 degree slide valve, bin shaker mounted on slide valve, gravity discharge.		2014
1			Grain bin, poly, ~1.5 ton, 75 cu ft, with 45 degree slide valve, bin shaker mounted on slide valve, gravity discharge.		2014
1	Bruning Enterprises, Inc.	316-9G	Grain blower/vac, vacuum push-pull pneumatic grain system, with 3” dia size, 16 hp motor, 4 bu/minute capacity.	711-1110	circa 2012
1	Hutchinson		Grain conveyor, auger type, ~10” x 36’.		2014
8	MFS		Grain storage silos, corrugated sides, bolted, 8’ dia x 16’ tall, pneumatic loading, manual air lock gate.		circa 2012
1	Jacobson	AJACS	Hammermill, 75 hp.
1			Material handling system including New York model WI-199-100 10 hp pressure blower, cyclone/separator with motorized rotary air lock, Cardinal auger conveyor, associated piping.	N19P15	2014



1			Mixing station, consisting of storage bin gravity feeding material into a motorized mixer ~4’ x 8’ x 4 ft.
1	E-Z Scale		Pallet truck, 4500# capacity, integrated digital scale. NOTE - Does not work
1	Howes		Screener/cleaner, shaking processor.
1	Caterpillar	226B	Skid steer loader, 57 hp.	MJH09713	2007
1	Cablevey	4200 series	Tubular drag cable conveyor.	402822	2014
1			Vertical leg, ~14’ tall.
2	Ace Roto Mold		Vertical plastic storage tanks, ~4000 gallon capacity, steel stand.		2014
LABORATORY EQUIPMENT
1	Hygiena	SystemSure Plus	ATP contamination monitor, hand held.	14187
1	Beta Star	LS-262639- SSA-PECRNCB-MNL	Autoclave, steam sterilizer, chamber size 26” x 26” x 39”, 15.6 cu ft, touchscreen controls, includes Sussman ES48100F31 boiler system. (not installed) NOTE - Not in working condition	MS02089401	2011
1	Beckman Instruments	MicrofugeR	Centrifuge, refrigerated, bench top.	MRB98A09
1	Revco	Ultima II	Freezer, lab, upright type, digital controls. NOTE - questionable condition
1	Beckman Coulter	System Gold	Gas chromatograph, with #125 solvent module and #166 detector. NOTE - Not in working condition
1	Thermo Scientific	Precision 815	Incubator, upright, digital controls.	2077100 149078
1			Lab equipment and accessories (Group) including, however not limited to glassware, beakers, bottles, vials, related items.
1			Lab furniture and fixtures (Group) including, however not limited to tables, counters, cabinets, related items.
1			Lab support equipment (Group) including, however not limited to house style freezers, acid storage cabinet, titration unit, elastomer tagging kit, Fluke IR hand held thermometer, YSI dissolved oxygen meter, pH meters, stirring plates, vacuum pump, soil moisture meter, light meter, Misonix Aura 550 ductless fume hood, HP 5890 Series II gas chromatograph (not in service) , turbidity meter, VWR vortex mixers, bench top incubator, lab hoods, related items.
1			Microscopes (Group) including, however not limited to Olympus CK2, Omano, Vital Sine, Zeiss Primo Star, Fisher Micromaster, Zeiss Stemi 2000C, Wild Heerbrugg M5A, Olympus BH-2, related items.
1	Orion	Dual Star	pH meter, bench top.
1	True Mfg	T-35G	Refrigeration cabinet, upright, 2-door, glass front.	5007690
1			Scales and balances (Group) including, however not limited to Sartorius analytical balance, DIGI bench top platform scale, Ohaus Valor 200DW, Ohaus Valor 3000, Taylor TE22, Rubbermaid 4040, Ohaus SD35, Mettler Toledo AB54/S, Ohaus Valor 2000, Ohaus Navigator XT, related items. NOTE - Some of this group is broken, some is missing
2	YSI	Professional Plus	Water meters, multi-parameter, hand held.



1	Kaeser	AS-20	Air compressor, rotary screw, 20 hp, package style, with TB-26 air dryer.	1019	2012
1	Kaeser	SX 7.5	Air compressor, rotary screw, 7.5 hp, package style, with TA-8 air dryer.	1203	2011
1	Country Clipper		Lawn mower, 60” zero turn.
1			Maintenance department tools and equipment (Group) including, however not limited to portable air compressors, drill press, mitre and cut-off saws, welders, benders, bench and pedestal grinders, work benches, parts bins, portable electric and pneumatic tools, hand tools, shelving and pallet racking, spare/replacement parts, related items.
1	Hotsy	555SS	Pressure washer, hot water, 214,000 btu, 1300 psi. NOTE - Not in operation	11090330-16988	circa 2012
1	Alteka Cleaning Systems	430S	Pressure washing unit, 8 hp, cold water.	2730S1	2014
1			Pumps (Group) turbine water, ~ (16), various manufacturers and configurations. (not in service - storage) ***NOTE - only 6 of these remain as surplus
1			Surplus catwalks and stairs (Group), stored outside.		circa 2012
BUSINESS, OFFICE, COMMUNICATIONS, & VEHICLES
			Albany offices (Group) including desks, modular offices, conference table, chairs, file cabinets, related items.
1	Quality Steel	831	Trailer, dump, hydraulic, tandem axle, ~16’, with tarp system.	5LEB1D421E1 147929	2014
1	UNK		Trailer, utility, single axle. (assumed)	415KD0814NH 844680	1992
1	ASM		Trailer, utility, single axle. (assumed)	MVIN3092151 ND	2007
1	Ford	F700	Truck, dump, conventional cab, single axle, ~10’ steel box, class 6. **Maintenance Issues	F70HVJA5542	1980
1	Ford	F800	Truck, flatbed, conventional cab, single axle, class 6. (assumed)	1FDNF80CXS VA63198	1995
1	Ford	L8501	Truck, flatbed, conventional cab, single axle, class 6. **It does not operate	1FDWN80F1 WVA40108	1998
1	Ford	F350 SD	Truck, pickup, crew cab, 4WD, diesel. **Does not run	1FTWW31P36 EB14589	2006
1	GMC	Sierra 2500	Truck, service, regular cab, RWD.	1GTFC24H2R Z541413	1994
1	Freightliner	M2 106	Truck, van, refrigerated, conventional cab, single axle, Thermo King reefer unit, hydraulic lift gate, ~20’ box, class 6.	1FVACWDC86 HV26832	2006
1	Chrysler	Town & Country	Van, mini, 4-door, extended, FWD. **Does not run and the back window is busted out	2A4GP54LX6 R894139	2006
FISH PROCESSING EQUIPMENT
1	Presto		Lift, straddle, walk behind, electric, 2200# capacity. **Does not operate	V39836-100/110594	2011
1	US Cargo Tool		Pallet jack, 5000# capacity, with integrated digital scale. **Does not operate	338378	2010



1	Toyota	7HBW23	Pallet jack, electric, walk behind, 4500# capacity, with battery charger. **Needs maintenance	7HBW23-55141
3			Pallet jacks, manual. **We have 2 of these
1	Locos Precision Technology	LP-7510	Platform scale, 4’ x 4’, with digital display, 5000# capacity. **Does not operate	AE111009035
1	Mi-T-M Corp.	GC-1502-0ME1	Pressure washer, portable, electric, 2 hp, 1500 psi. **Does not operate	10418659


1.	Lease Agreement, dated November 22, 2005, between Bell Aquaculture LLC and Thomas David Stone Trust.


2.	Addendum to Lease Agreement, dated April 28, 2008, between Bell Aquaculture LLC and Thomas David Stone.


3.	Addendum to Lease Agreement, dated July 29, 2008, between Bell Aquaculture LLC and Thomas David Stone.


4.	Second Addendum to Lease Agreement, dated October 15, 2008, between Bell Aquaculture LLC and Thomas David Stone.


5.	Agreement of Understanding, Consent and Amendment, dated March 4, 2016, between Bell Aquaculture; Thomas David Stone, as sole beneficiary and sole trustee of the Thomas David Stone Trust; and Seller.


6.	Month to month equipment rental agreements dated January 30, 2017 and January 12, 2017, respectively, between Bell Fish Company LLC and MH Equipment.


7.	Planned Maintenance Services Agreement dated April 4, 2017, between Bell Trade and Cummins Crosspoint LLC.


8.	Letter proposal dated May 10, 2016, between Bell Aquaculture LLC and Peerless-Midwest, Inc.



Date:	August 4, 2017	/s/ Ronald L. Stotish
		Ronald L. Stotish Chief Executive Officer (Principal Executive Officer)