Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On February 11, 2026, AquaBounty Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain purchasers named therein (the "Purchasers"), pursuant to which the Company agreed to issue and sell an aggregate of 1,269,509 shares of its common stock, par value $0.001 per share (the "Common Stock"), pre-funded warrants to purchase an aggregate of 67,706 shares of Common Stock (the "Pre-Funded Warrants"), and the 67,706 shares of Common Stock underlying the Pre-Funded Warrants (the "Pre-Funded Warrant Shares" and, together with the Pre-Funded Warrants and the Common Stock, the "Offering Securities"), at an offering price of $0.86 per share of Common Stock or $0.859 per Pre-Funded Warrant, as applicable, in a registered direct offering (the "Offering").

The Offering is being made pursuant to a prospectus supplement (the "Prospectus Supplement") to the Company's shelf registration statement on Form S-3 (Registration No. 333-292411), which was declared effective by the U.S. Securities and Exchange Commission (the "Commission") on January 12, 2026 (the "Registration Statement").

The Offering is expected to close on February 13, 2026, subject to customary closing conditions. The Company is expected to receive aggregate gross proceeds from the Offering of approximately $1,150,000, before deducting fees to the Placement Agent (as defined below) and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Pre-Funded Warrants are exercisable immediately upon issuance, at an exercise price of $0.001 per share, and will remain exercisable until exercised in full. The Pre-Funded Warrants do not expire and contain customary beneficial ownership limitations and other standard provisions. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the "Pre-Funded Warrant Shares") are included in the Registration Statement.

The Securities Purchase Agreement contains customary representations, warranties, covenants, and other agreements of the Company and the Purchasers. The foregoing description is only a summary and is qualified in its entirety by reference to the complete text of the Securities Purchase Agreement and the form of Pre-Funded Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion and consent of FBT Gibbons LLP, as legal counsel to the Company, regarding the legality of the issuance and sale of the Offering Securities, is filed as Exhibit 5.1 and Exhibit 23.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K is not an offer to sell any securities of the Company and does not constitute a solicitation of an offer to buy such securities in any jurisdiction where such offer or sale would be unlawful.

Placement Agency Agreement

In connection with the Offering, on February 11, 2026, the Company entered into a Placement Agency Agreement (the "Placement Agency Agreement") with Univest Securities, LLC (the "Placement Agent"), pursuant to which the Company engaged the Placement Agent to act as its exclusive placement agent on a reasonable best efforts basis. Under the Placement Agency Agreement, the Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received by the Company in the Offering and to reimburse certain of the Placement Agent's expenses, including legal fees, in an amount not to exceed $30,000.

The Placement Agency Agreement includes customary representations, warranties, indemnification obligations, and closing conditions. The foregoing description of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.