AQUABOUNTY TECHNOLOGIES INC

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, 2024, which was filed on March 27, 2025, there are a number of risk factors that could affect our business, financial condition, and results of operations. The

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following risk factors are either new or have changed materially from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. In evaluating our business, you should carefully review the risks described in our Annual Report on Form 10-K, including our consolidated financial statements and related notes, and in other reports we file with the SEC. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition, or prospects. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment.

This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below, elsewhere in this Quarterly Report on Form 10-Q, and in our Annual Report on Form 10-K. See Cautionary Note Regarding Forward-Looking Statements for information relating to these forward-looking statements.

We have a history of net losses and expect to incur future losses, and there is substantial doubt about our ability to continue as a going concern.

In the period from incorporation to JuneSeptember 30, 2025, we have incurred cumulative net losses of approximately $3734 million, and we expect to incur additional net losses in future periods. These losses are related to our personnel, research and development, production and marketing costs. As of JuneSeptember 30, 2025, we had $730951 thousand in cash and cash equivalents.

Our ability to continue as a going concern is dependent upon our ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, on acceptable terms, or at all. This raises substantial doubt about our ability to continue as a going concern within one year after the date hereof. 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 and do not include any adjustments that might result from the outcome of this uncertainty. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

Delays and defects may prevent the commencement of farm operations.

Delays and defects may cause our costs to increase to a level that would make our Ohio Farm Project too expensive to construct or unprofitable. If we resume construction of our Ohio Farm Project, we may suffer significant delays or cost overruns due to shortages of workers or materials, construction and equipment cost escalation, transportation constraints, adverse weather, unforeseen difficulties or labor issues, tariffs, or changes in political administrations at the federal, state or local levels that result in policy changes. Farm equipment prices may increase significantly due to tariffs or other factors described above, and other defects in materials or workmanship could also delay the completion of our Ohio Farm Project, increase production costs or negatively affect the quality of our products. Due to these or other unforeseen factors, we may not be able to proceed with the construction or operation of our Ohio Farm Project in a timely manner or at all.

We may not be able to maintain our listing on Nasdaq, which could limit investors ability or willingness to make transactions in our securities and subject us to additional trading restrictions.

Even though our common stock is traded on the Nasdaq Stock Market LLC (Nasdaq), we cannot assure you that we will be able to comply with standards necessary to maintain such listing, which may result in our common stock being delisted from Nasdaq. If our common stock were no longer listed on Nasdaq, investors would experience impaired liquidity for our common stock, not only in the number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity, but also through delays in the timing of transactions and reduction in media coverage. For example, investors might only be able to trade on one of the over-the-counter markets. In addition, we could face significant material adverse consequences, including:

 a limited availability of market quotations for our securities;

 a limited amount of news and analyst coverage for us; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

On January 15, 2025, we received a letter (the 2025 Notice) from Nasdaq notifying us that, because the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, it no longer complied with the minimum bid price requirement for continued listing on Nasdaq. The 2025 Notice had no immediate effect on our listing or on the

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trading of our common stock. The 2025 Notice provided us with a compliance period of 180 calendar days, or until July 15, 2025, to regain compliance. We were subsequently granted an additional 180 calendar days, or until January 12, 2026, to regain compliance with the minimum $1.00 bid price per share requirement for continued listing on Nasdaq. We will be required to meet

On September 15, 2025, the continued listing requirement for market value of publicly held shares and all other initial listing standards onCompany received a letter from the Nasdaq (except the bid price requirement). In addis Listing Qualification, we provided written notice of our intention to cure the s Department informinimum bid price deficiency during this second 180-day ce Compliance period by effecting a reverse stock split, if necessary.

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Tany that it here can be no assurance that we will read regained compliance with the Nasdaq minimum bid price requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other under Nasdaq lListing requirements or be successful in appealing any delisting determination. Any failure to comply with Nasdaq listing rules could lead to the delisting of our common stock from Nasdaq and our common stock trading, if at all, only on tRule 5550(a)(2) and that the over-the-counter markets, which would likely have less liquidity and more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of our common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock would likely be significantly adversely affectedmatter is now closed.