🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for AquaBounty Technologies. Think of it as an invitation and information packet for the company's upcoming Annual Meeting of Stockholders on June 23, 2026. Its main job is to lay out the key issues shareholders will vote on and provide the background you need to make informed decisions.

👉 Why it matters: This isn't just a formality. Shareholders will vote on crucial matters like electing board members, hiring the company's auditor, and most importantly, approving a reverse stock split to keep the company's stock listed on the Nasdaq exchange.

🏢 What The Company Does

In simple terms, AquaBounty Technologies is a land-based aquaculture company. They genetically engineer Atlantic salmon to grow faster using technology from land-based facilities, aiming to produce seafood more efficiently and sustainably than traditional ocean farming.

👉 The key point: It's a biotech play in the seafood industry. Their business model is capital-intensive, focused on scaling up production, and they are currently not profitable, which influences many of the proposals in this document.

🔙 The Reverse Stock Split (The Main Event)

This is the most critical proposal. The company's stock price has been dangerously close to falling below $1.00 per share, the minimum required to stay listed on the Nasdaq Capital Market.

• The Ask: Shareholders are being asked to approve a reverse stock split at a ratio between 1-for-5 and 1-for-20. This means every 5 to 20 old shares would be combined into one new share.
• The Reason: To artificially boost the stock price above $1.00 and regain/maintain Nasdaq compliance. Delisting would make the stock harder to trade, less visible to investors, and could severely hurt the company's ability to raise money.
• The Flexibility: If approved, the Board gets to decide the exact ratio and if they even do it, anytime before July 31, 2026. They might not proceed even if shareholders say yes.

👉 Why it matters: This is a survival move. A reverse split doesn't create value, but it prevents the company from being pushed to less reputable "over-the-counter" markets, which would be a major setback.

👥 Board & Governance

Shareholders will vote to elect four directors to one-year terms. The Board recommends voting FOR all nominees:

• Graydon Bensler (34) and Braeden Lichti (41): Both joined the board in October 2025 as part of a deal with investors who provided the company with senior notes. They have backgrounds in finance, capital markets, and corporate restructuring.
• Rick Sterling (62): A long-serving director since 2013, with deep financial and accounting experience from KPMG and as a former CFO.
• Sylvia A. Wulf (69): The Board Chair and former CEO of AquaBounty, bringing extensive food industry executive experience.

Key Governance Details:

• The Board currently separates the Chair and CEO roles. David A. Frank is the Interim CEO and CFO.
• The company has a Code of Business Conduct and Ethics and a strict insider trading policy.
• The Audit, Compensation, and Nominating committees are all composed of independent directors.

📅 Meeting Logistics & Other Proposals

The Details:

• Record Date: April 24, 2026. You must own shares by this date to vote.
• Vote Needed: Proposals 2, 4, and 5 need a majority of shares present. Proposal 3 (the reverse split) needs a majority of all outstanding shares—a higher bar.
• How to Vote: Stockholders can vote by Internet, phone, or mail before the meeting. Attending in person requires proof of share ownership and a photo ID.

Other Things Being Voted On:

• Proposal 2: Ratify Deloitte & Touche LLP as the independent auditor for 2026. Total fees for 2025 were $595,100.
• Proposal 4: A non-binding "say-on-pay" advisory vote to approve executive compensation.
• Proposal 5: Approve an adjournment of the meeting if needed to get more votes for the reverse split.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Innovative technology in a growing industry. Recent board additions bring capital markets and restructuring expertise, signaling a focus on financial strategy.
• ⚠️ Major Risks: The company is cash-flow negative and faces an ongoing Nasdaq compliance risk despite the reverse split plan. The need for this financial engineering highlights operational and market challenges. The proposed reverse split is a short-term fix for a listing problem, not a solution for underlying business performance.

🧠 The Analogy

The reverse stock split is like consolidating 20 $1 bills into a single $20 bill. You have the same total value, but the single bill looks more substantial and is easier to carry. The goal isn't to create wealth, but to meet a requirement (like a store's "no bills under $10" policy) and improve perceptions.

🧩 Final Takeaway

This meeting is about maintaining the company's lifeline to public markets. While director elections and auditor approvals are routine, the reverse stock split is a defensive maneuver to avoid delisting. It gives the board breathing room, but investors should remember it's a cosmetic change—the real challenge remains achieving sustainable profitability in their land-based salmon farming business.