SecProbe.io

CORRESP
 1
 filename1.htm

 S3A Request for Acceleration

 AQUABOUNTY TECHNOLOGIES, INC.

 233 Ayer Road, Suite 4

 Harvard, Massachusetts 01451

 January 7 , 2026

 

 

 VIA EDGAR

 

 Division of Corporation Finance

 Office of Industrial Applications and Services

 United States Securities and Exchange Commission

 100 F. Street NE

 Washington, D.C. 20549

 Attention: Nicholas O’Leary

 

 Re: Aqua B ounty Technologies , Inc . (the “Company”)

 Request for Acceleration of Effectiveness

 Form S- 3 filed on December 23, 2025 , as amended on January 7 , 202 6

 Registration No. 333-292411

 

 Dear Mr. O’Leary :

 

 In accordance with Rule 461 under the Securities Act of 1933, AquaBounty Technologies, Inc. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S- 3 , as amended on January 7 , 202 6 to 4:30 p.m. (E D T) on Monday January 12 , 202 6 , or as soon as practicable thereafter.

 

 Please contact our counsel, James A. Giesel of FBT Gibbons LLP, at (502) 5 68 - 0307 or jgiesel@fbtgibbons.com , with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Giesel when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Thank you for your assistance with this matter.

 

 Sincerely,

 

 AQUABOUNTY TECHNOLOGIES, INC.

 

 By: /s/ David A. Frank

 David A. Frank

 Interim Chief Executive Officer ,

 Chief Financial Officer and Treasurer

 

 4833-6656-2026v2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 31, 2025

David Frank
Interim Chief Executive Officer and Chief Financial Officer
AquaBounty Technologies, Inc.
233 Ayer Road, Suite 4
Harvard, Massachusetts 01451

 Re: AquaBounty Technologies, Inc.
 Registration Statement on Form S-3
 Filed December 23, 2025
 File No. 333-292411
Dear David Frank:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: James A. E Giesel. Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 AquaBounty Technologies, Inc.

Two Mill & Main Place, Suite 395

Maynard, Massachusetts 01754

August 17, 2021

 VIA EDGAR

 Irene Paik

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Re:

 AquaBounty Technologies, Inc.

 Acceleration Request for Registration Statement on Form
S-3, as Amended

 File No. 333-258561

Filed August 6, 2021

 Requested Date:

 August 19, 2021

 Requested Time:

 5:00 p.m. Eastern Standard Time

 Dear Ms. Paik:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), AquaBounty Technologies, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to August 19,
2021, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this
acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement is
effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Michael Minahan at (617) 570-1021. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Michael Minahan, by email at MMinahan@goodwinlaw.com.

[Remainder of page left intentionally blank]

 If you have any questions regarding this request, please contact Michael Minahan of Goodwin
Procter LLP at (617) 570-1021.

 Sincerely,

 AquaBounty Technologies, Inc.

 /s/ David A. Frank

 David A. Frank

 Chief Financial Officer and Treasurer

cc:

Michael Minahan, Esq., Goodwin Procter LLP

Khalid Elwanni, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
August 16, 2021
David A. Frank
Chief Financial Officer
AquaBounty Technologies, Inc.
Two Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
Re:AquaBounty Technologies, Inc.
Registration Statement on Form S-3
Filed August 6, 2021
File No. 333-258561
Dear Mr. Frank:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minahan, Esq.

United States securities and exchange commission logo
January 25, 2021
David Frank
Chief Financial Officer
AquaBounty Technologies, Inc.
Two Mill & Main Place, Suite 395
Maynard, Massachusetts 01754
Re:AquaBounty Technologies, Inc.
Registration Statement on Form S-3
Filed January 20, 2021
File No. 333-252264
Dear Mr. Frank:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kasey Robinson at (202) 551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Minahan

CORRESP
1
filename1.htm

CORRESP

 January 25, 2021

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Kasey Robinson

Re:
 AquaBounty Technologies, Inc.

Registration Statement on Form S-3 (No. 333-252264)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, AquaBounty Technologies, Inc. hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Washington D.C.
time, on January 25, 2021, or as soon as possible thereafter.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Goodwin Procter LLP, by calling Michael J. Minahan, Esq. at (617) 570-1021.

Very truly yours,

AQUABOUNTY TECHNOLOGIES, INC.

By:

 /s/ Angela M. Olsen

Name: Angela M. Olsen

Title: General Counsel and Corporate Secretary

 cc: Michael J. Minahan, Goodwin Procter LLP

CORRESP
1
filename1.htm

		Document

AquaBounty Technologies, Inc.

2 Mill & Main Place, Suite 395

Maynard, MA 01754

February 6, 2020

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street N.E.

Washington, D.C. 20549

Attention: Ada D. Sarmento

Re:

 AquaBounty Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-235919

Acceleration Request

Requested Date: February 10, 2020

Requested Time: 4:00 p.m. Eastern time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), AquaBounty Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-1 (the “Registration Statement”) be accelerated to February 10, 2020, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Michael J. Minahan at (617) 570-1021. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Michael J. Minahan, by facsimile to (617) 801-8717.

In connection with the foregoing, the Company hereby acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Michael J. Minahan of Goodwin Procter LLP at (617) 570-1021.

[Signature Page Follows]

Sincerely,

AQUABOUNTY TECHNOLOGIES, INC.

/s/ Sylvia A. Wulf

By: Sylvia A. Wulf

Title: President and Chief Executive Officer

Cc:

 Jocelyn M. Arel, Esq. (Goodwin Procter LLP)

 Michael J. Minahan, Esq. (Goodwin Procter LLP)

 David Frank, Chief Financial Officer (AquaBounty Technologies, Inc.)

 Angela M. Olsen, Esq., General Counsel (AquaBounty Technologies, Inc.)

 Jonathan R. Zimmerman, Esq. (Faegre Drinker Biddle & Reath LLP)

 Ryan R. Woessner, Esq. (Faegre Drinker Biddle & Reath LLP)

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

		Document

February 6, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:

 AquaBounty Technologies, Inc. (the “Registrant”)

 Registration Statement on Form S-1 (File No. 333-235919)

Ladies and Gentlemen:

As representative of the several underwriters of the Registrant’s proposed public offering of up to $10.0 million of shares of common stock, par value $0.001 per share, we hereby join the Registrant’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on February 10, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Securities Act of 1933, as amended, we wish to advise you that we have effected the distribution of approximately 386 copies of the Registrant’s Preliminary Prospectus, dated February 3, 2020, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed public offering.

[Remainder of page intentionally left blank.]

Very truly yours,

LAKE STREET CAPITAL MARKETS, LLC

As Representative of the several Underwriters

By:

 /s/ Mike Townley

 Mike Townley

Head of Investment Banking

Signature Page to Acceleration Request

January 22, 2020
David A. Frank
Chief Financial Officer
AquaBounty Technologies, Inc.
2 Mill & Main Place, Suite 395
Maynard, MA 01754
Re:AquaBounty Technologies, Inc.
Registration Statement on Form S-1
Filed January 15, 2020
File No. 333-235919
Dear Mr. Frank:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Minahan, Esq.

CORRESP
1
filename1.htm

		Document

AquaBounty Technologies, Inc.

2 Mill & Main Place, Suite 395

Maynard, MA 01754

April 25, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie and J. Nolan McWilliams

Re:

 AquaBounty Technologies, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333- 224184

Acceleration Request

Requested Date: April 27, 2018

Requested Time: 4:00 p.m. Eastern time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), AquaBounty Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-1 (the “Registration Statement”) be accelerated to April 27, 2018, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Michael J. Minahan at (617) 570-1021. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Michael J. Minahan, by facsimile to (617) 801-8717.

In connection with the foregoing, the Company hereby acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Michael J. Minahan of Goodwin Procter LLP at (617) 570-1021.

Sincerely,

AQUABOUNTY TECHNOLOGIES, INC.

By: /s/ Ronald L. Stotish

Ronald L. Stotish

President and CEO

cc:

 Michael J. Minahan, Esq. (Goodwin Procter LLP)

David Frank, Chief Financial Officer (AquaBounty Technologies, Inc.)

Christopher Martin, Esq., General Counsel (AquaBounty Technologies, Inc.)

CORRESP
1
filename1.htm

		Document

April 23, 2018

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams and Justin Dobbie

Re:

 AquaBounty Technologies, Inc.

Registration Statement on Form S-3

Filed April 6, 2018

File No. 333-224184

Dear Messrs. McWilliams and Dobbie:

This letter is being submitted by AquaBounty Technologies, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-S filed on April 6, 2018 (the “Registration Statement”), as set forth in your letter dated April 18, 2018, addressed to David A. Frank, Chief Financial Officer of the Company (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with the response below the comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. Unless otherwise indicated, page references refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

Form S-3

General

1. To the extent you intend to rely on General Instruction I.B.6 to Form S-3 for limited primary offerings, please disclose on the prospectus cover page the information called for by Instruction 7 to General Instruction I.B.6. Please also confirm to us your understanding of the size limitations for offerings made pursuant to General Instruction I.B.6.

Response:

 The Company respectfully advises the Staff that it has revised the cover page of the prospectus contained in the Registration Statement in response to the Staff’s comment. The Company also hereby confirms its understanding that the aggregate market value of securities sold pursuant to the Registration Statement by or on behalf of the Company pursuant to General Instruction I.B.6. during the period of twelve calendar months immediately prior to, and including, any such sale may not exceed one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company.

If you have any questions regarding the Company’s response or would like to discuss any of the matters covered in this letter, please contact the undersigned at (978) 648-6050.

Sincerely,

/s/ Christopher H. Martin

Christopher H. Martin, Esq.

General Counsel

AquaBounty Technologies, Inc.

Enclosures

cc:

 Ronald L. Stotish, President, Chief Executive Officer, AquaBounty Technologies, Inc.

David A. Frank, Chief Financial Officer, AquaBounty Technologies, Inc.

Jocelyn M. Arel, Esq., Goodwin Procter LLP

Michael J. Minahan, Esq., Goodwin Procter LLP

Exhibit A

Cover Page to Prospectus:

Our common stock is listed on the Nasdaq Capital Market under the symbol “AQB.” On March 29, 2018, the last reported sale price of our common stock on the Nasdaq Capital Market was $2.95 per share. As of the date of this prospectus, the aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates of the Company (i.e., our public float) was approximately $13,817,523, based on 4,378,176 shares of outstanding common stock held by non-affiliates and the closing price of our common stock on April 20, 2018, which was $3.156 per share. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. Pursuant to Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities in a public primary offering with a value exceeding more than one-third of our public float in any twelve-month period so long as our public float remains below $75 million. We have offered and sold no securities pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar months prior to and including the date of this prospectus.

April 18, 2018
David Frank
Chief Financial Officer
AquaBounty Technologies, Inc.
Two Mill & Main Place, Suite 395
Maynard, MA 01754
Re:AquaBounty Technologies, Inc.
Registration Statement on Form S-3
Filed April 6, 2018
File No. 333-224184
Dear Mr. Frank:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3
General
1.To the extent you intend to rely on General Instruction I.B.6 to Form S-3 for limited
primary offerings, please disclose on the prospectus cover page the information called for
by Instruction 7 to General Instruction I.B.6.  Please also confirm to us your
understanding of the size limitations for offerings made pursuant to General Instruction
I.B.6.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDavid Frank
 Comapany NameAquaBounty Technologies, Inc.
 June 16, 2017 Page 2
 FirstName LastName
David Frank
AquaBounty Technologies, Inc.
April 18, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 or Justin
Dobbie, Legal Branch Chief, at (202) 551-3469 with any questions you may have.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 January 12, 2018

VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Re:
AquaBounty Technologies, Inc.

Registration Statement on Form S-1 (Registration No. 333-221435) -

Concurrence in Acceleration Request

 Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the referenced offering, hereby concurs in the request by
AquaBounty Technologies, Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. Eastern Time on Friday, January 12, 2018, or as soon as practicable thereafter, pursuant to Rule 461 under the
Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. Additionally,
pursuant to Rule 460 of the Securities Act, we hereby advise you that approximately 450 copies of the preliminary prospectuses, dated January 9, 2018 and January 11, 2018, were distributed by us through the date hereof to underwriters,
institutions, dealers and others.

 The undersigned, as managing underwriter for the referenced offering, hereby represent on behalf of the
underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

 Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

/s/ Mark W. Viklund

 Name: Mark W. Viklund

 Title: Chief Executive
Officer

 430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

CORRESP

 AquaBounty Technologies, Inc.

2 Mill & Main Place, Suite 395

Maynard, MA 01754

January 11, 2018

 Via EDGAR and
Facsimile

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 3561

100 F Street N.E.

 Washington, D.C. 20549

Attention: Justin Dobbie and Sonia Bednarowski

Re:
AquaBounty Technologies, Inc.

Registration Statement on Form S-1

File No. 333-221435

 Acceleration
Request

 Requested Date: January 12, 2018

Requested Time: 9:00 a.m. Eastern time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), AquaBounty Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-1 (the “Registration Statement”) be accelerated to January 12, 2018, at 9:00 a.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Michael J. Minahan at (617) 570-1021. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration
Statement be sent to our counsel, Goodwin Procter LLP, Attention: Michael J. Minahan, by facsimile to (617) 801-8717.

        In connection with the foregoing, the Company hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding this request, please contact Michael J. Minahan of Goodwin Procter LLP at (617) 570-1021.

 [Signature Page Follows]

 Sincerely,

AQUABOUNTY TECHNOLOGIES, INC.

/s/ Ronald L. Stotish

 By: Ronald L. Stotish

 Title: President and
Chief Executive Officer

Cc:
Jocelyn M. Arel, Esq. (Goodwin Procter LLP)

Michael J. Minahan, Esq. (Goodwin Procter LLP)

David Frank, Chief Financial Officer (AquaBounty Technologies, Inc.)

Christopher Martin, Esq., General Counsel (AquaBounty Technologies, Inc.)

Robert Charron, Esq. (Ellenoff Grossman & Schole LLP)

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 January 11, 2018

VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Re:
AquaBounty Technologies, Inc.

 Registration Statement on Form S-1 (Registration No. 333-221435) -

 Concurrence in
Acceleration Request

 Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the referenced offering, hereby concurs in
the request by AquaBounty Technologies, Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. Eastern Time on Friday, January 12, 2018, or as soon as practicable thereafter, pursuant to Rule 461
under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

/s/ Mark W. Viklund

 Name: Mark W. Viklund

 Title: Chief Executive
Officer

Mail Stop 3561
January 10 , 2018

Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
2 Mill & Main Place, Suite 395
Maynard, Massachusetts  01754

Re: AquaBounty Technologies, Inc.
  Amendment No. 2 to Registration Statement on Form S-1
Filed  January 9 , 2018
  File No.  333-221435

Dear Mr. Stotish :

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand yo ur disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please t ell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Use of Proceeds, page 31

1. Please disclose the use of proceeds , or a bona fide estimate of the proceeds,  you may
receive if investors exercise the warrants sold in this offering.

2. We note the revisions to page 31.  To the extent that material amounts of other funds are
necessary to complete construction and renovations o f your facilities in Rollo Bay and
Indiana, please revise to state the amounts of other funds needed to accomplish this
purpose and the sources thereof.

Ronald L. Stotish
AquaBounty Technologies, Inc.
January 10, 201 8
Page 2

 Please contact Sonia Bednarowski  at (202) 551 -3666  or me at (202)  551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Jocelyn M. Arel, Esq.
 Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

100 Northern Avenue

 Boston, MA
02210

 goodwinlaw.com

+1 617 570 1000

 December 5, 2017

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 3561

 100 F Street N.E.

Washington, D.C. 20549

 Attention: Susan Block and Donald E.
Field

Re:
AquaBounty Technologies, Inc.

Registration Statement on Form S-1

Filed November 8, 2017

File No. 333-221435

 Dear Ms. Block and Mr. Field:

This letter is being submitted on behalf of AquaBounty Technologies, Inc. (the “Company”) in response to the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on
November 8, 2017 (the “Registration Statement”), as set forth in your letter dated December 5, 2017 addressed to Ronald L. Stotish, Chief Executive Officer of the Company (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have
italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Registration Statement.

 The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Prospectus Cover Page

 1. We
note that Intrexon Corporation has indicated an interest in purchasing a minimum of $7.5 million of shares in the offering if “the aggregate proceeds to [you] from this offering are $20 million.” Please revise to clarify whether the $20
million amount includes Intrexon Corporation’s investment or if their investment would be in addition to that amount. In this regard, please clarify if the $20 million amount is a threshold amount before Intrexon Corporation would purchase
shares or clarify if the $20 million includes that stockholder’s $7.5 million indicated interest.

Response:
The Company respectfully advises the Staff that proposed revisions to its disclosure which the Company intends to include in a subsequent amendment to the Registration Statement in response to the Staff’s comment
are set forth on the pages to Exhibit A attached hereto designated as cover page and pages 10, 22, 79, and 93.

 December 5, 2017

 Page
 2

 Use of Proceeds, page 30

2. Please refer to the third paragraph. Please revise to more specifically identify and quantify the principal intended uses of the
net proceeds. Refer to Item 504 of Regulation S-K. Additionally, we note your disclosure that you intend to use certain net proceeds to complete construction and renovations of your facilities in Rollo Bay and Indiana. To the extent material
amounts of other funds are necessary to accomplish this purpose, please revise to state the amounts of other funds needed to accomplish this purpose and the sources thereof. For guidance, refer to Item 504 of Regulation S-K and Instruction 3
thereto.

Response:
The Company respectfully advises the Staff that proposed revisions to its disclosure which the Company intends to include in a subsequent amendment to the Registration Statement in response to the Staff’s comment
are set forth on the pages to Exhibit A attached hereto designated as pages 10 and 30.

 If you have any questions with
regard to the Company’s responses or would like to discuss any of the matters covered in this letter, please contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael J. Minahan

Michael J. Minahan, Esq.

 Enclosures

cc:
Ronald L. Stotish, President, Chief Executive Officer, AquaBounty Technologies, Inc.

David Frank, Chief Financial Officer, AquaBounty Technologies, Inc.

Christopher Martin, Esq., General Counsel, AquaBounty Technologies, Inc.

Jocelyn M. Arel, Esq., Goodwin Procter LLP

Robert Charron, Esq., Ellenoff Grossman & Schole LLP

 December 5, 2017

 Page
 3

 Exhibit A

Cover Page:

 Intrexon Corporation, our majority stockholder, has
indicated an interest in purchasing a minimum of $7.5 million of shares of our common stock in this offering at the public offering price, if the aggregate proceeds to us from this offering are $20 million.

Page 10:

 Intrexon Corporation, our majority stockholder, has
indicated an interest in purchasing a minimum of $7.5 million of shares of our common stock in this offering at the public offering price, if the aggregate proceeds to us from this offering are $20 million.

Page 22:

 In addition, because Intrexon Corporation, our
majority stockholder, has indicated an interest in purchasing a minimum of $7.5 million of shares of our common stock in this offering at the public offering price, if the aggregate proceeds to us from this offering are $20
million, the overall trading market for our shares may not be as active as it otherwise would have been.

 Page 79:

Intrexon Corporation, our majority stockholder, has indicated an interest in purchasing a minimum of $7.5 million of shares of our common
stock in this offering at the public offering price, if the aggregate proceeds to us from this offering are $20 million.

 Page 97:

Intrexon Corporation, our majority stockholder, has indicated an interest in purchasing a minimum of $7.5 million of shares of our common
stock in this offering at the public offering price, if the aggregate proceeds to us from this offering are $20 million.

 ***

Page 10:

 We currently intend to use the net proceeds of this
offering to complete construction and renovations of our existing facilities in Rollo Bay and Indiana, for working capital costs associated with growing our first batches of fish at our Indiana and Rollo Bay farm sites; and other
general corporate purposes, including investing further in our sales and marketing and research and development efforts and payment of anticipated general and administrative expenses. We may also use a portion of the net proceeds for
acquisitions of complementary businesses, technologies or other assets, although we do not currently have any agreements, commitments or understandings with respect to any such acquisitions.

 December 5, 2017

 Page
 4

 Page 30:

We anticipate that we will use the net proceeds we receive from this offering, including any net proceeds we receive from the exercise of the
underwriter’s option to acquire additional shares of common stock in this offering for the following purposes:

•

approximately $7.0 million to complete construction and renovation activities at our Indiana and Rollo Bay farm sites;

•

approximately $6.0 million for working capital costs associated with growing our first batches of fish at our Indiana and Rollo Bay farm sites; and

•

the balance of the funds for other general corporate purposes, including investing further in our sales and marketing and research and development efforts and payment of anticipated general and
administrative expenses.

Mail Stop 3561
December  5, 2017

Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
2 Mill & Main Place, Suite 395
Maynard, Massachusetts  01754

Re: AquaBounty  Technologies, Inc.
  Registration Statement on Form S-1
Filed  November 8, 2017
  File No.  333-221435

Dear Mr. Stotish :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Cover Page

1. We note that Intrexon Corporation has indicated an interest in purchasing a minimum of
$7.5 million of shares in the offering if “the aggregate proceeds to [you] from this
offering are $20 million.”  Please revise to clarify whether the $20 million amount
includes Intrexon Corp oration’s investment or if their investment would be in addition to
that amount.   In this regard , please clarify if the $20 million amount is a threshold amount
before Intrexon Corporation would purchase shares or clarify if the $20 million include s
that s tockholder ’s $7.5 million indicated interest.

Ronald L. Stotish
AquaBounty Technologies, Inc.
December  5, 2017
Page 2

 Use of Proceeds, page 30

2. Please refer to the third paragraph.  Please r evise to more specifically identify and
quantify the principal intended uses of the net proceeds.  Refer to Item 504 of Regulation
S-K.  Additionally, we note your disclosure that you intend to use certain net proceeds to
complete construction and renovations of your facilities in Rollo Bay and Indiana.  To the
extent material amounts of other funds are necessary to accomplish this purpose, please
revise to state the amounts of other funds needed to accomplish this purpose and the
sources thereof.  For guidance, refer to Item 504 of Regulation S -K and Inst ruction 3
thereto.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Donald E. Field  at (202) 551 -3680  or me at (202) 551 -3210  with any
questions.

Since rely,

 /s/ Susan Block

Susan Block
Attorney -Advisor
Office of Transportation and Leisure

cc: Jocelyn M. Arel, Esq.
 Goodwin Procter LLP

Mail Stop 3561   December 30, 2016

Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
2 Mill and Main Place, Suite 395
Maynard, MA 01754

Re: AquaBounty  Technologies, Inc.
Form 10 -12B
Filed November 7, 2016
File No. 001 -36426

Dear Mr. Stotish

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ A.N. Parker

 Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 [AquaBounty Technologies, Inc. Letterhead]

December 29, 2016

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attention: J. Nolan McWilliams

Re:
AquaBounty Technologies, Inc.

Registration Statement on Form 10

File No. 001-36426

 Ladies and Gentlemen:

AquaBounty Technologies, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of its Registration Statement on
Form 10 (Registration No. 001-36426) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on December 30, 2016 at 2:00 p.m. (Washington
Time), or as soon thereafter as practicable.

 In accordance with Rule 12d1-2 promulgated under the Securities
Exchange Act of 1934, as amended, the reasons for this request are as follows: on December 28, 2016, the board of directors of Intrexon Corporation, a Delaware corporation (“Intrexon”), took several actions in connection with the
distribution of the Registrant’s shares of common stock to Intrexon shareholders, including setting a record date of January 9, 2017 and a distribution date of January 18, 2017. Intrexon and the Registrant wish to commence the process
of printing and mailing the information statement relating to the distribution as soon as possible following the record date.

 Please notify Brad Brasser
of Jones Day at (312) 269-4252 at your earliest convenience after the Registration Statement has been declared effective.

Very truly yours,

       /s/ Ronald L. Stotish

 Ronald L. Stotish

 Chief Executive
Officer

CORRESP
1
filename1.htm

CORRESP

 [AquaBounty Technologies, Inc. Letterhead]

December 21, 2016

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attention: J. Nolan McWilliams

 Re:

AquaBounty Technologies, Inc.

Amendment No. 1 to Form 10-12B

Filed December 12, 2016

File No. 001-36426

 Ladies and Gentlemen:

Set forth below are the responses of AquaBounty Technologies, Inc. (the “Company”) to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated December 20, 2016 relating to the
Company’s Amendment No. 1 to the Registration Statement on Form 10 (the “Registration Statement”). We are also filing simultaneously herewith Amendment No. 2 (“Amendment
No. 2”) to the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement. For reference, the Staff’s comments are provided below
in bold immediately prior to the Company’s responses.

 Exhibit 99.1

Atlantic Salmon Disease Impact, page 58

1.
We note your response to comment 15. Please briefly discuss the reasons for your belief that the RAS that you use comprise a less disease-prone environment than the sea cages employed in conventional salmon
aquaculture.

 Response:

In response to the Staff’s comment, the Company has updated the disclosure on pages 59 and 60 of Amendment No. 2.

Our Product, page 59

2.
We note your response to prior comment 16. Please clarify that you relied on internally generated data to support your statement that AquAdvantage Salmon do not reach a larger final size than their traditional
counterparts. Additionally, please briefly explain to us how the table that you present in your response supports this conclusion.

 Securities and Exchange Commission

December 21, 2016

 Page 2

 Response:

In response to the Staff’s comment, the Company has updated the disclosure on page 60 of Amendment No. 2. The table we presented
in the Company’s response to prior comment 16, which was based on the analysis of the Company’s internally generated data, was provided to show that while AquAdvantage Salmon feature an accelerated growth rate in early development stages,
the specific growth rate slows and becomes substantially identical to that of non-transgenic Atlantic salmon by the time the fish are approximately one kilogram in weight.

The table shows the convergence of the average weights of both AquAdvantage Salmon and non-transgenic
Atlantic salmon at both three and four years of age. After growing at up to double the rate of controls in earlier stages, AquAdvantage stock are only 20.8% larger on average than the fish in the control group by the three-year mark. By the fourth
year of life, that difference has shrunk to 6.9% (approximately 1.6 pounds for a 25.6-pound fish).

* * * *

 In connection with the
Company’s response to the Staff’s comments, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Brad Brasser at (312) 269-4252 should you wish to discuss the matters addressed above or
other issues relating to the subject Form 10. Thank you for your attention to this matter.

Very truly yours,

       /s/ Ronald L. Stotish

 Ronald L. Stotish

 Chief Executive
Officer

cc:        Brad
Brasser

            Jones
Day

     William Intner

    Hogan Lovells

    David Frank

    AquaBounty Technologies, Inc.

    Christopher Martin

    AquaBounty Technologies, Inc.

Mail Stop 3561
        December  20, 2016

Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
2 Mill and Main Place, Suite 395
Maynard, MA 01754

Re: AquaBounty  Technologies, Inc.
 Amendment No. 1 to Form 10 -12B
Filed December 12 , 2016
File No. 001 -36426

Dear Mr. Stotish:

We have reviewed  your amended registration statement and have the following
comments.  In some of our comments , we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe  our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in ou r December 2,
2016 letter .

Exhibit 99.1

Atlantic Salmon Disease Impact, page 5 8

1. We note your response to comment 15.  Please briefly discuss  the reasons for your belief
that the RAS that you use comprise a less disease -prone environment than the sea cag es
employed in conventional salmon aquaculture.

Our Product, page 5 9

2. We note your response to prior comment 16.  Please clarify that you relied on internally
generated data  to support your statement that AquaAdvantage  salmon do not reach a

Ronald L. Stotish
AquaBounty Technologies, Inc.
December  20, 2016
Page 2

 larger final size than their traditional counterparts.  Additionally, please briefly explain to
us how t he table that you present in your response support s this conclusion.

You may contact Patrick Kuhn  at 202-551-3308 or Doug Jones  at 202-551-3309  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith  at 202 -551-3267  or me at 202-551-3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 [AquaBounty Technologies, Inc. Letterhead]

December 12, 2016

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attention: J. Nolan McWilliams

Re:

AquaBounty Technologies, Inc.

Registration Statement on Form 10-12B

Filed November 7, 2016

File No. 001-36426

 Ladies and Gentlemen:

Set forth below are the responses of AquaBounty Technologies, Inc. (the “Company”) to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) Division of Corporation Finance contained in the Staff’s letter dated December 2, 2016 relating to the Company’s
Registration Statement on Form 10 (the “Registration Statement”). We are also filing simultaneously herewith Amendment No. 1 (“Amendment No. 1”) to the
Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement. For reference, the Staff’s comments are provided below in bold immediately prior to the Company’s responses.

 General

1.
Please provide legal analysis, with reference to our guidance in Staff Legal Bulletin No. 4 (September 16, 1997), available on our website at www.sec.gov, of the reasons that you believe the business purposes of
the transaction outlined on pages 26-27 of the Information Statement mitigate the registration requirements otherwise applicable to the proposed Distribution. In your response, please reference Intrexon’s
continuing majority equity holding in the company, and discuss the reasons that Intrexon will not benefit indirectly from the proposed spin-off of AquaBounty’s shares. Finally, please address the fact
that AquaBounty has yet to record a profit, as well as the material contractual obligations that AquaBounty will continue to owe to Intrexon following the spin-off.

Response:

 The Company respectfully
acknowledges the Staff’s comment. Intrexon has considered the Staff’s comment and the guidance in Staff Legal Bulletin No. 4 (September 16, 1997) (“SLAB No. 4”) and believes the business purposes of the transaction
mitigate the registration requirements otherwise applicable to the proposed Distribution. SLAB No. 4. states that “the

 Securities and Exchange Commission

December 12, 2016

  Page
 2

parent must determine whether there is a valid business purpose for the spin-off” and provides several examples of valid business purposes for a spin-off recognized by the Division of Corporation Finance, including “enhancing access to financing by allowing the financial community to focus separately on each business” and “allowing management
of each business to focus solely on that business.”

 The Distribution will enhance AquaBounty’s access to financing by allowing
the financial community to focus separately on AquaBounty’s business and facilitate ready access to the capital markets. The Distribution will facilitate the listing of AquaBounty’s shares on the NASDAQ Capital Market. Without the
Distribution, AquaBounty’s shares do not currently meet the listing requirements for the NASDAQ Capital Market because there is an insufficient number of AquaBounty shares held by non-affiliates. The
Distribution will address this deficiency. As the Staff notes, AquaBounty has yet to record a profit and it is important that AquaBounty have increased access to capital. Furthermore, reducing Intrexon’s ownership position in AquaBounty will
help enable AquaBounty to maintain its listing on the AIM Market of the London Stock Exchange. Maintaining its AIM Market listing will help ensure AquaBounty’s continued access to the London market.

Intrexon’s continuing majority equity holding does not alter the analysis above. AquaBounty’s enhanced access to the U.S. capital
markets that is expected to occur as a result of the Distribution is not intended to benefit Intrexon directly or indirectly. In fact, because Intrexon will continue to be an affiliate of AquaBounty, its shares will be subject to the volume
limitation and resale restrictions of Rule 144. Accordingly, AquaBounty’s NASDAQ Capital Market listing will not enable Intrexon to freely resell its AquaBounty shares. The main business purpose of the Distribution is to provide AquaBounty with
enhanced access to capital.

 The fact that AquaBounty has yet to record a profit does not mitigate the business purpose of the
Distribution. Many companies that are listed on the NASDAQ Capital Market have yet to realize a profit. In fact, listing on the NASDAQ Capital Market is often a driver for companies such as AquaBounty to afford themselves enhanced access to the
capital markets when funds from operations are not sufficient to operate the companies’ business. Similar to AquaBounty, Intrexon has also yet to record a profit, having generated net losses since its inception. In this regard, we note that
Intrexon’s public disclosures are clear that it is not profitable and that it must raise funds for its own business purposes. For example, Item 1 of Part I of Intrexon’s Form 10-K for the year ended
December 31, 2015 (the “Intrexon Form 10-K”) states that “If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic
opportunities, develop products or technologies, or otherwise respond to competitive pressures could be significantly limited.”

Intrexon also has advised us that it has its own business purposes for which it needs capital and that the Distribution will enable both
companies to market themselves differently to the

 Securities and Exchange Commission

December 12, 2016

  Page
 3

capital markets. The businesses of Intrexon and AquaBounty are distinct and each has separate management teams that focus on each business. AquaBounty is currently focused on the production and
commercialization of salmon for human consumption, and Intrexon does not have any business that relates to the production and commercialization of salmon or any other finfish, other than through its ownership interest in AquaBounty. While future
products developed by AquaBounty may use Intrexon technology, its current salmon product does not use any Intrexon technology. After the Distribution, the principal focus of AquaBounty and its management will continue to be on matters unrelated to
Intrexon’s technology, and the management teams of AquaBounty and Intrexon will focus on different matters, other than potentially through the commercial arrangement under the Exclusive Channel Collaboration Agreement (the “ECC”)
executed in February 2013, which is distinct and separate from Intrexon’s ownership in AquaBounty and, as discussed below, is consistent with the basis upon which Intrexon regularly contracts with third parties.

The Company notes the Staff’s request that it address the material contractual obligations that AquaBounty will continue to owe to
Intrexon following the Distribution. Following the spin-off, AquaBounty will continue to be obligated to Intrexon under the ECC. AquaBounty is permitted to use Intrexon’s UltraVector and other technology
platforms to develop and commercialize additional genetically modified traits in finfish for human consumption under the ECC. As disclosed in the information statement filed with the Registration Statement as Exhibit 99.1 (the “Information
Statement”), AquaBounty is required to pay Intrexon, on a quarterly basis, 16.66% of the gross profits calculated for each developed product. AquaBounty also agreed to pay Intrexon 50% of the quarterly revenue obtained from a sublicensor in the
event of a sublicensing arrangement. In addition, AquaBounty has agreed to reimburse Intrexon for the costs of certain services provided by Intrexon. For the avoidance of doubt, AquaBounty’s lead product, AquAdvantage Salmon, is not considered
a product for purposes of the gross profits calculation or the sublicensor provision, and we have added disclosure stating that to be the case. The existence of the contractual obligations under the ECC are separate and apart from Intrexon’s
stock ownership in AquaBounty and when entered into were on an arms’ length basis between two companies. Furthermore, when AquaBounty entered into the ECC, AquaBounty was listed on the AIM Market of the London Stock Exchange and the transaction
was approved by the independent directors of AquaBounty and approved pursuant to the AIM rules by AquaBounty’s then-independent nominated advisor, which is a corporate finance advisor approved by the London Stock Exchange to act as the primary
regulatory authority and provide advice to the company for which it is serving as nominated advisor, including any transaction that could be viewed as related party transactions. The specific level of Intrexon’s ownership in AquaBounty was not
a factor that impacted the terms of the ECC with Intrexon. The Company respectfully draws the Staff’s attention to the public disclosures of Intrexon, which discuss that Intrexon’s business model is to enter into exclusive channel
collaborations of the type contemplated by the ECC. For example, Item 1 of Part I of the Intrexon Form 10-K states that “Our business model is to commercialize our technologies through exclusive channel
collaborations, or ECCs, with collaborators that have industry expertise, development resources and sales and marketing capabilities to bring new and improved products and processes to market.” The ECC between Intrexon and AquaBounty is
unrelated to the level of Intrexon’s ownership in AquaBounty and is not associated with AquaBounty’s principal focus of business, which is its AquAdvantage Salmon.

 Securities and Exchange Commission

December 12, 2016

  Page
 4

 Exhibit 99.1

General

2.
Please provide us mock-ups of any pages that include any pictures or graphics to be presented, including any accompanying captions. Please keep in mind, in scheduling the
printing and distribution of the information statement, that we may have comments after our review of the materials.

 Response:

 In response to the Staff’s comment, the Company undertakes to provide to the Staff for its review any additional pictures or
graphics to be presented in future amendments to the Registration Statement, including any accompanying captions. Amendment No. 1 does not include any pictures or graphics that were not included with the Registration Statement filed on
November 7, 2016.

 Letter to Intrexon Shareholders

3.
Please tell us the basis for your conclusion that the approval of Intrexon’s shareholders is not required as a matter of Virginia law.

Response:

 In response to the
Staff’s comment, Intrexon has provided the following response to the Staff’s comment for inclusion in this letter:

 Section 13.1-723 of the Virginia Stock Corporation Act states that “unless the articles of incorporation otherwise provide, no approval of the shareholders of a corporation is required… to distribute
assets pro rata to the holders of one or more classes or series of the corporation’s shares.” As disclosed in the Information Statement, the shares of AquaBounty common stock to be distributed in the Distribution will be distributed
as a pro rata dividend to Intrexon shareholders as of the record date. Intrexon’s Articles of Incorporation do not require shareholder approval for Intrexon to distribute assets as a pro rata dividend. Accordingly, Intrexon has
concluded that the approval of Intrexon’s shareholders in connection with the Distribution is not required as a matter of Virginia law.

Questions and Answers about the Distribution, page 2

What other transactions are expected to occur in connection with the Distribution? page 2

4.
Since the conversion of the dollar denominated loan of $10 million to common shares will be calculated in pence, please briefly explain what currency exchange benchmark you will apply.

Response:

 In response to the
Staff’s comment, the Company has revised the disclosure on pages 2, 9, 67 and 84 of the Information Statement to indicate that the currency exchange rate used will be the British pound sterling to U.S. dollar exchange rate, as reported by
Reuters, as of the business day prior to the conversion.

 Securities and Exchange Commission

December 12, 2016

  Page
 5

 What are the reasons for and benefits of the Distribution? page 3

5.
Please clarify the ways in which Intrexon’s shareholders will participate directly in the potential value creation in AquaBounty. Include examples of the ways in which their participation will differ following
the spin-off.

 Response:

In response to the Staff’s comment, the disclosure on page 3 of the Information Statement has been revised to clarify that the opportunity
to participate directly in the potential value creation refers to the direct ownership of shares of AquaBounty. Additional disclosures have been added on page 8 and page 28, including a discussion of examples on page 28 in “The
Distribution—Reasons for the Distribution” section. A cross references to the “Reasons for the Distribution” section has been added to page 3.

Who will manage AquaBounty after the Distribution? page 3

6.
Please clarify briefly how AquaBounty will continue to benefit from the knowledge, skills and experience of Intrexon’s full board of directors following the spin-off.
Explain whether you expect the full board to continue to manage AquaBounty.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 3 of the Information Statement to clarify that it will
continue to benefit from the knowledge, skills and experience of, and will continue to be managed by, AquaBounty’s full board of directors, rather than Intrexon’s full board of directors, following the Distribution.

What are the US federal income tax consequences to me of the distribution of shares of AquaBounty common stock pursuant to the Distribution? page 5

7.
In this question or in the question discussing fractional shares above, please include the information that the cash distribution in respect of fractional shares will be taxable.

Response:

 In response to the Staff
comment, the answer on page 5 of the Information Statement and the tax disclosure section on page 34 have been revised to include the information that the cash distribution in respect of fractional shares will be taxable.

Summary, page 7

 Overview, page 7

8.
Please revise the Overview to include the information that the company has experienced losses since inception, and quantify your net losses over the past two years.

Response:

 In response to the
Staff’s comment, the Company has revised the disclosure on page 7 of the Information Statement.

 Securities and Exchange Commission

December 12, 2016

  Page
 6

 Relationship of AquaBounty and Intrexon after the Distribution, page 8

9.
Please revise your disclosure in this section to include the following: a brief description of the Exclusive Channel Collaboration Agreements (“ECCs”); the information that Intrexon will continue to receive
16.66% of AquaBounty’s profits for each developed product, and that AquaBounty is obligated to pay 50% of any quarterly revenue obtained from sublicensors (if any), pursuant to the ECCs; and that AquaBounty will be a “controlled
company” by virtue of Intrexon’s continued majority holding following the Distribution.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Information Statement.

10.
Briefly describe the material terms of the $10 million Convertible Loan and the debt financing agreement with Intrexon in the Summary section.

Response:

 In response to the
Staff’s comment, the Company has revised the disclosure on pages 8 and 9 of the Information Statement.

 Risk Factors, page 11

11.
Please provide a risk factor outlining the information disclosed under “Restrictions on Atlantic Salmon Farming” on page 57. Disclose in a new risk factor that some state

Mail Stop 3561
        December  2, 2016

Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
2 Mill and Main Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies, Inc.
 Form 10 -12B
Filed November 7, 2016
File No. 001 -36426

Dear Mr. Stotish:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

General

1. Please provide legal analysis , with reference to our guidance in Staff Legal Bulletin No. 4
(September 16, 1997), available on our website at www.sec.gov , of the reasons that you
believe the business purposes of the transaction outlined on pages 26 -27 of the
Information Statement mitigate the  registration  requirement s otherwise  applicable to the
proposed Distribution .  In your response, p lease reference Intrexon’s continuing majorit y
equity holding in the company , and discuss the reasons that Intrexon will not benefit
indirectly from the proposed spin -off o f AquaBounty’s shares.   Finally, p lease address
the fact  that AquaBounty  has yet to record a profit , as well as the  material contractual
obligations that AquaBounty will continue to owe to Intrexon following the spin -off.

Ronald L. Stotish
AquaBounty Technologies, Inc.
December  2, 2016
Page 2

 Exhibit 99.1

General

2. Please  provide us mock -ups of any pages that include any pictures or graphics to be
presented, including any accompanying captions.  Please keep in mind, in scheduling the
printing and distribution of the information statement , that we may have comments after
our review of the materials.

Letter to Intrexon Shareholders

3. Please tell us the basis for your conclusion that the approval of Intrexon’s  shareholders is
not required as a matter of Virginia  law.

Questions and Answers about the Distribution, page 2

What other transactions are expected to occur in connection with the Distribution? page 2

4. Since the conversion of the dollar denominated loan of $10 million to common shares
will be calculated in pence, please briefly explain what currency exchange benchm ark
you will apply.

What are the reasons for and benefits of the Distribution? page 3

5. Please clarify the ways in which Intrexon’s shareholders will participate directly in the
potential value creation in AquaBounty.  Include examples of the ways in which  their
participation will differ following the spin -off.

Who will manage AquaBounty after the Distribution? page 3

6. Please clarify briefly how AquaBounty will continue to benefit from the knowledge,
skills and experience of Intrexon’s full board of direct ors following the spin -off.  Explain
whether you expect the full board to continue to manage AquaBounty.

What are the US federal income tax consequences to me of the distribution of shares of
AquaBounty common stock pursuant to the Distribution? page 5

7. In this question or in the question discussing fractional shares above, please include the
information that the cash distribution in respect of fractional shares will be taxable.

Ronald L. Stotish
AquaBounty Technologies, Inc.
December  2, 2016
Page 3

 Summary, page 7

Overview, page 7

8. Please revise the Overview to include the information that the company has experienced
losses since inception, and quantify  your net losses over the past two years .

Relationship of AquaBounty and Intrexon after the Distribution, page 8

9. Please revise you r disclosure in this section to include  the following: a brief description
of the Exclusive Channel Collaboration Agreements (“ECCs”); the information that
Intrexon will continue to receive 16.66% of AquaBounty’s profits for each developed
product , and that AquaBounty is obligated to pay 50% of any quarterly revenue obtained
from sublicensors (if any), pursuant to the ECCs;  and that AquaBounty will be a
“controlled company” by virtue of Intrexon’s contin ued majority holding following the
Distribution.

10. Briefly describe the material  terms of the $10 million Convertible Loan and the debt
financing agreement with Intrexon in the Summary section.

Risk Factors, page 11

11. Please provide a risk factor outlining the information disclosed under “Restrictions on
Atlantic Salmon Farming” on page 57.  Disclose  in a new risk factor  that some states
have adopted regulatory bans on Atlantic salmon farming  and explain the risks that this
presents for the company, or tell us why you do not believe that this is a risk for
AquaBounty .

The Distribution, page 26

Reasons for the Distribution, page 26

12. Please clarify what you mean when you disclose that “Intrexon  believes that it can reduce
its direct ownership position in AquaBounty without changing its strategic relationship
with AquaBounty.”  Explain the various aspects of the strategic relationship and why
they will remain the same.

13. Please revise to discuss the negative factors, if any, that the board considered in deciding
to enter into the Distribution.  If the board did not consider any negative aspects to the
Distribution, please state that in the disclosure.   Also, please disclose whether the board
considered any alternatives to the Distribution.

14. We note that Intrexon will retain control of its UltraVector®  and other technology
platforms to develop additional genetically modified fish traits.  Please revise to explain

Ronald L. Stotish
AquaBounty Technologies, Inc.
December  2, 2016
Page 4

 in greater detail the reasons for separating the platform from AquaBounty’s production
capability.

Information on AquaBounty, page 53

Atlantic Salmon Disease Impact, page 56

15. Please substantiate  your statement that closed, land -based production systems such as
those used by AquaBount y are less prone to disease vectors than open sea -cage systems.
If you are not aware of scientific studies conducted by unrelated and qualified
researchers , please state that in your disclosure.  Please furnish copies  to us  of any studies
that you cite.

Our Product, page 57

16. Please substantiate  that AquAdvantage salmon do not reach a larger final size than their
traditional counterparts.  Please also balance your disclosure by including information
about  the risks of adverse consumer reaction and regulat ory scrutiny if AquAdvantage
salmon were found to grow to a larger final size than their traditional counterparts.

Security Ownership of Certain Beneficia l Owners and Management, page 75

17. For each beneficial owner that is not a natural person, please name  the natural persons
who have or share voting or investment power of the shares held by such owner.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,  action or absence of
action by the staff.

You may contact Patrick Kuhn  at 202-551-3308 or Doug Jones  at 202-551-3309  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith  at 202 -551-3267 or me at 202-551-3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

November 3, 2014

Via E -mail
Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
Two Clock Tower Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies , Inc.
 Amendment No. 4 to Form 10-12B
Filed October 24,  2014
File No. 001-36426

Dear Mr. Stotish :

We have reviewed your responses to the comments in our letter dated October 6, 2014
and have the following additional comments.

Item 1. Business, page 3

Regulatory Environment, page 8

Other Regulatory Approvals,  page 11

1. You disclose that you currently have all regulatory approvals necessary to operate your
demonstration farm in Panama, and you are in compliance in all material respects with all
permits necessary to operate that facility.   Please reconcile this disclos ure here with
media accounts that you recently were fined for repeated violations of Panamanian
regulations related to your required permits.  Please discuss these violations in detail,
including the remediation measures that were taken and the pote ntial impact they may
have on your business, if any.   Please also provide us , if available , with an English
language translation of the Panama regulatory order.

Ronald L. Stotish
AquaBounty Technologies, Inc.
November 3, 2014
Page 2

 You may con tact Patrick Kuhn at (202) 551 -3308 or Doug Jones at (202) 551 -3309  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via-Email
 Bradley C. Brasser, Esq.
Jones Day

October 6, 2014

Via E -mail
Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
Two Clock Tower Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies , Inc.
 Amendment No. 3 to Form 10-12B
Filed September 22,  2014
File No. 001-36426

Dear Mr. Stotish :

We have reviewed your responses to th e comments in our letter dated September 3 , 2014
and have the following additional comments.

Item 1.  Business, page 3

Regulatory Environment , page 8

Other Regulatory Approvals, page 11

1. Refer to the last page of the VMAC Chairman’s Report dated October 14, 2010, available
on the FDA website.  Please clarify whether the Prince Edward Island and Panama
facilities are regulated as “drug manufacturing” locations and, if so, discuss the extent of
approvals required for this designation and the steps you undertake in compliance.  To
the extent material, please discuss the specific risks if you are found not t o be in
compliance with regulations governing “drug manufacturing” locations.

You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones  at (202) 551 -3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

September 3 , 2014

Via E -mail
Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
Two Clock Tower Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies , Inc.
 Amendment No. 2 to Form 10-12B
Filed August 19, 2014
File No. 001-36426

Dear Mr. Stotish :

We have reviewed your responses to th e comments in our letter dated August 6 , 2014 and
have the following additional comments.

Item 1.  Business, page 3

Regulatory Environment , page 8

1. We note your response to our prior comment 1.  Please reconcile your disclosure with
respect to the status of the NADA process by reference to the Center for Veterinary
Medicine Guidance for Industry #132,  The Administrative New Animal Drug
Application Process, available on the FDA website.  In this regard, please disclose the
substance of the first paragraph on page 4 of your response.  Additionally, please disclose
whether you have submitted an Administra tive NADA, and if not, when and under what
circumstances you anticipate submitting an Administrative NADA.  Finally, please
explain why you are unable to determine the associated timing for approval of the
NADA , as it appears from the FDA guidance that NAD As are approved or not approved
within 180 days after filing of the application “or within such additional period as FDA
and the sponsor may agree upon . . . .”

2. We note your response to our prior comment 6.  Please substantiate  your statement on
page 10  that “[t]he VMAC concluded  that AquAdvantage® Salmon  . . . does not pose a
threat to the environment under the conditions in which it would live and be harvested
(emphasis added) .”  In this regard, we note your revised disclosure  that the VMAC  did
not vote or make a recommendation to approve the NADA .  Alternatively,  please  revise
your characterization of the VMAC meeting and Chairman’s Report consistent with the
scope and purpose of the VMAC.

Ronald L. Stotish
AquaBounty Technologies, Inc.
September 3 , 2014
Page 2

 Other Regulatory Approvals , page 10

3. We note your disclos ure here that you have not request ed approval for the production or
sale of AquAdvantage ® Salmon in any markets besides Canada and the United States.
Please tell us whether regulatory approval is required to commercially produce and
export AquAdvantag e® Salmon in Panama , where your demonstration farm is located .

Research and Development, page 12

4. We note your response to our prior comment 11.  Please disclose the substance of  your
response.

You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones  at (202) 551 -3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via-Email
 Bradley C. Brasser , Esq.
Jones Day

CORRESP
1
filename1.htm

CORRESP

 [AquaBounty Technologies, Inc. Letterhead]

August 19, 2014

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attention: Jennifer Thompson

Re:
AquaBounty Technologies, Inc.

 Amendment No. 1 to Form 10-12B

Filed April 25, 2014

File No. 001-36426

 Ladies and
Gentlemen:

 Set forth below are the responses of AquaBounty Technologies, Inc. (the “Company”) to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) Division of Corporation Finance contained in the Staff’s letter dated August 6, 2014 relating to Amendment
No. 1 to the Company’s Registration Statement on Form 10 (“Amendment No. 1”). We are also filing simultaneously herewith Amendment No. 2 (“Amendment No. 2”) to the Registration
Statement on Form 10 (the “Registration Statement”). Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement. For reference, the Staff’s comments are provided below in bold
immediately prior to the Company’s responses.

 General

Item 1. Business, page 3

 Overview, page 3

 Securities and Exchange Commission

August 19, 2014

  Page
 2

1.
Refer to the Center for Veterinary Medicine Guidance for Industry #132, The Administrative New Animal Drug Application Process, available on the FDA website. You state here that you “have completed all sections
of the New Animal Drug Application, or NADA, process with . . . the FDA, for AquAdvantage® Salmon, but are still waiting for formal approval of the NADA,” and you state on page 8 that
“[b]y 2010, [you] had completed all of the technical submission requirements for approval under the NADA.” It is our understanding that under FDA guidelines, a full NADA is not deemed submitted until all of its technical sections have been
completed. Please reconcile this with your disclosure that you submitted a NADA in 1995 and ensure that you present in your revised disclosure a complete summary of the FDA’s phased review process and the process for submitting and obtaining
approval for an Administrative NADA from the FDA.

 Response:

The Company advises the Staff that it opened an Investigational New Animal Drug (the “INAD”) file with the FDA in 1995.
The INAD was opened because, at that time, there was no defined regulatory framework for the regulation of genetically engineered animals. Thereafter, the Company began working with the FDA’s Center for Veterinary Medicine (the
“CVM”) on the submission of studies that the Company presumed would be part of the eventual regulatory process. The Company understands that CVM further presumed that the eventual regulatory process would be under the
authority granted to the FDA in the Federal Food, Drug, and Cosmetic Act of 1938. In January 2009, the FDA published its Final Guidance Document No. 187 in the Federal Register. Final Guidance Document No. 187 clarified the FDA’s view
of its authority for regulation of genetically modified animals.

 This phased review process, which included a cycle of study conduct,
submission, review and acceptance, continued over the period from 1995 to 2010. Under this process, the Company submitted studies to the CVM responsive to each technical NADA section. These technical sections required submission of studies,
information and other materials relating to molecular characterization of the construct, molecular characterization of AquAdvantage Salmon lineage, phenotypic characterization of AquAdvantage Salmon, a genotypic and phenotypic durability plan,
support for environmental, food and feed safety and claim validation. Specifically:

•

In August 2006, the Company submitted to the CVM the last correspondence for the review of the molecular characterization of the AquAdvantage construct. On October 6, 2006, the Company received a letter from the
CVM stating “the data and information that you have submitted adequately supports the molecular characterization of the opAFP-GHc2 construct.”

•

In May 2007, the Company submitted to the CVM the last correspondence for the review of the molecular characterization of the AquAdvantage Salmon lineage. On July 2, 2008, the Company received a letter from the CVM
stating “[w]e have reviewed the data and information you have submitted in support of the molecular characterization of the genetically engineered (GE) salmon referred to as ‘AquAdvantage Salmon’ and find that it is adequate support
to conclude the molecular characterization of the inserted rDNA construct and GE animal lineage step of our review.”

 Securities and Exchange Commission

August 19, 2014

  Page
 3

•

In July 2009, the Company submitted to the CVM the last of the correspondence for the review of the AquAdvantage Salmon claim validation. On March 12, 2010, the Company received a letter from the CVM stating
“[w]e have reviewed the data and information that you have submitted in support of the Claim Validation of the genetically engineered (GE) salmon referred to as ‘AquAdvantage Salmon’, and consider this section complete.”

•

In December 2009, the Company submitted to the CVM the last of the correspondence for the review of the phenotypic characterization of AquAdvantage Salmon. On June 4, 2010, the Company received a letter from the
CVM stating “[w]e have reviewed the data and information that you have submitted in support of the phenotypic characterization of the genetically engineered (GE) salmon referred to as ‘AquAdvantage Salmon’ and find that it is adequate
support to conclude the phenotypic characterization step of our review.”

•

In March 2010, the Company submitted to the CVM the final correspondence for the review of the data submitted in support of the safety of food from AquAdvantage Salmon. On August 27, 2010, the Company received a
letter from the CVM stating “[w]e have reviewed the data and information that you have submitted in support of the food safety assessment of food from the genetically engineered (GE) salmon referred to as ‘AquAdvantage Salmon’ and
find that it is adequate to conclude our evaluation of food safety.”

•

In April 2010, the Company submitted to the CVM the last of the correspondence for the review of the genotypic and phenotypic durability of AquAdvantage Salmon. On June 11, 2010, the Company received a letter from
the CVM stating “[w]e have reviewed the data and information that you have submitted in support of the Genotypic and Phenotypic Durability of the genetically engineered (GE) salmon referred to as ‘AquAdvantage Salmon’ and find that
you have adequately supported the Genotypic and Phenotypic Durability step of our review.”

 Accordingly, by the Spring of 2010, the
Company had submitted to the CVM data for each technical submission requirement for approval under the NADA. By the Fall of 2010, the Company had received from the CVM technical section complete letters for each submission requirement.

Once all of the technical submissions had been received and reviewed by the CVM, the FDA posted its findings on its website and scheduled a
meeting of the Veterinary Medicine Advisory Committee (the “VMAC”) on September 20, 2010. The VMAC was a group of independent experts charged with providing scientific advice to the FDA on animal drug and food issues.
This meeting signaled the conclusion of the review of the technical phases of the application.

 Securities and Exchange Commission

August 19, 2014

  Page
 4

 The remaining items in the NADA review process include: (i) the environmental assessment
for the application, which the FDA published in December 2012, (ii) the Final Label and Package Insert, which was submitted on July 23, 2014; and (iii) a catch-all item called “all other information”, under which the Company
is required to submit to CVM all other information, not included in any of the other technical sections, that is pertinent to an evaluation of the safety or effectiveness of AquAdvantage Salmon. The Company’s latest supplement to the “all
other information” portion of the NADA was submitted to the CVM on March 13, 2014.

 The NADA is currently subject to
administrative review by the FDA. As disclosed in the Registration Statement, the Company is awaiting a final decision from the FDA on the NADA for AquAdvantage Salmon.

The Company has revised its disclosure on page 3 of Amendment No. 2 to reflect that it has completed all technical sections of the NADA
and on pages 8 through 10 of Amendment No. 2 to provide a summary of the FDA’s phased review process and the process for submitting and obtaining approval for the NADA.

2.
Please disclose and briefly describe each of the technical sections you have submitted or intend to submit to the FDA and for each technical section disclose whether you have received a technical section complete
letter. Please also disclose whether you have received any written conclusions of non-acceptance of data submitted for any technical section.

Response:

 The Company advises the Staff
that it has completed all of the technical sections of the NADA. A brief summary of the submission of each section and the receipt of the section complete letters is included in the response to comment 1. The Company also informs the Staff that it
has not received any written conclusions from CVS of non-acceptance of data submitted for any technical section of the NADA or for the environmental assessment.

The Company has revised its disclosure on page 9 of Amendment No. 2 to reflect the submission of each section, the receipt of the section
complete letters and the fact that it has not received any written conclusions of non-acceptance of data.

3.
We note your disclosure on page 4 that you entered into a contract research agreement with Tethys Aquaculture Canada, Inc., to provide you with the resources required for your development needs. Please file this
agreement as an exhibit, or tell us why you do not believe it is material to your business.

 Response:

The Company acknowledges the Staff’s comment and respectfully submits that the contract research agreement with Tethys Aquaculture Canada,
Inc., which is doing business as the Center for Aquaculture Technologies Canada, has previously been filed as Exhibit 10.15 to Amendment No. 1.

 Securities and Exchange Commission

August 19, 2014

  Page
 5

 The Aquaculture Industry, page 4

4.
We note your response to our prior comment 7 and reissue in part. Please address the risks associated with the piscine reovirus. Additionally, we note your disclosure on page 6 that in 2009 you “incurred an
outbreak” of ISA. Please provide additional details regarding this outbreak and the subsequent remediation measures that were taken.

Response:

 Piscine reovirus
(“PRV”) is a newly described fish reovirus of anadromous and marine fish ubiquitous among fish in Norwegian salmon farms. It is not currently listed as one of the reportable disease agents by the Canadian Food Inspection
Agency (“CFIA”). Since PRV is only recently described (see Virology Journal 2013, 10:230, Kibenge et. al. (the “2013 Report”)), and only putatively associated with salmon disease, it is very difficult
to measure its incidence, significance or threat to populations. A report published in the Journal of Fish Diseases (see Marty, Morrison, Bidulka, and Siah, 2014) (the “2014 Report”) described the results of a study covering
a span of 39 years (from 1974 to 2013) and concluded that PRV is a benign virus that has long been present in fish in the Pacific Northwest. Importantly, the study reports that PRV was not associated with diseases of heart or skeletal muscle. As was
the case in previous activist claims regarding infectious salmon anemia virus in Pacific salmon species, the claims of PRV-induced disease appear to be unfounded in light of the study described in the 2014 Report. The study also refutes the
inference in the 2013 Report that PRV may be the causative agent for the heart and skeletal diseases. The Company’s hatchery on Prince Edward Island, Canada is a closed facility which is routinely screened by CFIA and the Canadian Department of
Fisheries and Oceans (“DFO”) for fish diseases or the presence of organisms known to cause reportable disease in fish. To date, the results of testing conducted by the Company, CFIA and DFO has not indicated the presence of
PRV in its stocks. In any event, given the conclusions described in the 2014 Report, the Company does not believe that PRV presents a risk to its current or future stocks. Notwithstanding, in response to the Staff’s comment, the Company has
revised the disclosure on pages 6 and 7 of Amendment No. 2 to state that there are other diseases or health management issues, in addition to ISA and sea lice, that have impacted and may in the future impact salmon populations is certain
farming geographies.

 In addition, the Company has revised the disclosure on page 6 of Amendment No. 2 to provide additional detail
regarding the ISA outbreak in the Company’s hatchery in 2009. The Company has also supplementally provided a copy of the 2014 Report for the Staff’s review.

Our Markets, page 8

5.
Refer to the second paragraph of this section. Please discuss the basis for your beliefs with respect to cost of production and your expectation that your eggs will “sell at a premium to standard Atlantic salmon
eggs.” Please ensure that all beliefs in your revised disclosure have a reasonable basis. We note in this regard the stage of development of AquAdvantage® Salmon that you have not
received FDA approval for sale of this product, and the lack of historical revenues derived from this product.

 Securities and Exchange Commission

August 19, 2014

  Page
 6

 Response:

The Company believes that once it receives FDA approval for its AquAdvantage Salmon eggs, it will be able to sell the eggs to Atlantic salmon
farmers for a premium to current market prices. This belief is based on the fact that AquAdvantage Salmon grows faster than conventional Atlantic salmon, which presents a cost benefit to farmers who grow it to harvest size. Since AquAdvantage Salmon
grows to harvest size more quickly than conventional Atlantic salmon, over time, a farmer can spreads its fixed costs over a greater number of fish. Additionally, less time in the water means less cost for variable inputs, such as manpower and feed.
The Company believes that the cost benefits to the farmer associated with AquAdvantage Salmon eggs will outweigh any potential costs associated with market acceptance risk.

The Company has revised the disclosure on page 8 of Amendment No. 2 to describe these factors.

Regulatory Approval, page 8

6.
Refer to the Chairman’s Report and transcript of the Veterinary Medicine Advisory Committee Meeting, each available on the FDA website. You state that in September 2010, the Committee concluded that
“AquAdvantage® Salmon is indistinguishable from other farmed Atlantic salmon, is safe to eat and does not pose a threat to the environment under the conditions in which it would live and
be harvested.” Please place this disclosure in context by briefly describing the role and authority of the Committee in the FDA approval process. Please also balance this by disclosing that the panel did not vote or make a recommendation on
whether to approve your product for human consumption, and that panel members stated your product would need additional monitoring to determine whether the growing conditions could cause health abnormalities.

Response:

 The Company advises the Staff
that the VMAC, which was a group of outside experts whose purpose was to offer its opinion on animal drug and food issues to the FDA, had no authoritative power regarding the approval of an NADA. Instead, the VMAC was convened to listen to the
results of the FDA review process and to provide an outside opinion on the FDA’s conclusions. In the case of AquAdvantage Salmon, the FDA convened the VMAC in September

August  6, 2014

Via E -mail
Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
Two Clock Tower Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies , Inc.
 Amendment No. 1 to Form 10-12B
Filed July 23 , 2014
File No. 001-36426

Dear Mr. Stotish :

We have reviewed your responses to the comments in our letter dated May 21, 2014 and
have the following additional comments.

General

Item 1.  Business, page 3

Overview, page 3

1. Refer to the Center for Veterinary Medicine Guidance for Industry #132, The
Administrative  New Animal Drug Application Process, available on the FDA website.
You state  here that you “have completed all sections of the New Animal Drug
Application, or NADA, process with . . . the FDA, for AquAdvantage® Salmon, but are
still waiting for formal approval of the NADA ,” and you state on page 8 that “[b] y 2010,
[you]  had completed all of the technical submission requirements fo r approval under the
NADA .”  It is our understanding that under FDA guidelines, a full NADA is not deemed
submitted until all of its technical sections have been completed.  Please reconcile this
with your disclosure that you submitted a NADA in 1995  and e nsure that you present in
your revised disclosure a complete summary of the FDA’s phased review process and the
process for submitting and obtaining approval for an Administrative NADA from the
FDA .

2. Please disclose and briefly describe each of the technic al sections you have submitted or
intend to submit to the FDA and for each technical section disclose whether you have
received a technical section complete letter.  Please also disclose whether you have
received any written conclusions of non -acceptance o f data submitted for any technical
section.

Ronald L. Stotish
AquaBounty Technologies, Inc.
August 6, 2014
Page 2

 3. We note your disclosure on page 4 that you entered into a contract research agreement
with Tethys Aquaculture Canada, Inc., to provide you with the resources required for
your development needs .  Please file this agreement as an exhibit, or tell us why you do
not believe it is material to your business.

The Aquaculture Industry, page 4

4. We note your response to our prior comment 7 and reissue in part.  Please address the
risks associated with the piscine reov irus.  Additionally, we note your disclosure on page
6 that in 2009 you “ incurred an outbreak ” of ISA.  Please provide additional details
regarding this outbreak and the subsequent  remediation measures  that were taken .

Our Markets, page 8

5. Refer to the se cond paragraph of this section.  Please discuss the basis for your beliefs
with respect to cost of production and your expectation that your eggs will “sell at a
premium to standard Atlantic salmon eggs. ”  Please ensure that all beliefs in your revised
disclosure have a reasonable basis.  We note in this regard the stage of development of
AquAdvantage® Salmon that you have not received FDA approval for sale of this
product, and the lack of historical revenues derived from this product.

Regulatory Approval , page 8

6. Refer to the Chairman’s Report and transcript of the Veterinary Medicine Advisory
Committee Meeting, each available on the FDA website.  You state that i n September
2010, the Committee concluded that “AquAdvantage® Salmon is indistinguishable from
other farmed Atlantic salmon, is safe to eat and does not pose a threat to the environment
under the conditions in which it would live and be harvested. ”  Please place this
disclosure in context by briefly describing the role and authority of the Comm ittee in the
FDA approval process.  Please also balance this by disclosing that the panel did not vote
or make a recommendation on whether to approve your product for human consumption,
and that panel members stated your product would need additional monit oring to
determine whether the growing conditions could cause health abnormalities.

7. Please tell us whether you anticipate any other regulatory hurdles, such as may be
required for importation  or distribution of eggs, permits that may be required to establ ish
fish farms, licenses that may be required to sell fish, and any other potentially relevant
regulations .

Environmental Regulation, page 9

8. Refer to the Chairman’s Report of the VMAC.  We note that some committee members
recommended Environmental Impact  Statements for additional salmon growing facilities.
Please address the need for and anticipated costs associated with environmental impact

Ronald L. Stotish
AquaBounty Technologies, Inc.
August 6, 2014
Page 3

 statements.  To the extent revisions to your risk factors are warranted, please revise
accordingly.

9. Please discu ss whether you will be required to comply with section 7 of the Endangered
Species Act with respect to production of AquAdvantage in the United States.

Intellectual Property, page 9

10. We note your response to our prior comment 10 and reissue in part.  Please provide us
with a more detailed analysis supporting your conclusion that the license agreement with
Genesis and HSC is  not required to be filed.  Specifically, please address whether your
business is substantially dependent on the licensing  of this technology .  In this regard, we
note your disclosure on page  3 that in 2008 you decided to focus your resources on
AquAdvantage  salmon and “discontinue [d] spending on [y]our other product lines ,” and
on page 10 that d espite the expiration of the patent fo r the licensed  technology, “ the
degree of know -how in the molecular modification process and the regulatory timescales
associated with approval of genetically modified fish would present significant barriers to
competition .”

Research and Development, pag e 10

11. We note your response to our prior comment 11 and reissue in part.  Please explain what
you mean by “other technology,” and provide further details concerning the “two projects
under the ECC” which you have commenced.

Consolidated Financial Statemen ts, page F -1

12. Please note that you should update the financial statements included in the filing pursuant
to Rule 8 -08 of Regulation S -X if your filing is not effective prior to August 13, 2014.

You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones  at (202) 551 -3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via E-mail
 Bradley C. Brasser , Esq.
Jones Day

May 21, 2014

Via E -mail
Ronald L. Stotish
Chief Executive Officer
AquaBounty Technologies, Inc.
Two Clock Tower Place, Suite 395
Maynard, MA 01754

Re: AquaBounty Technologies , Inc.
 Form 10-12B
Filed April 25 , 2014
File No. 001-36426

Dear Mr. Stotish :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please note that in accordance with Section 12(d) of the Exchange Act, this Form 10
registration statement filed pursuant to Section 12(b) of the Exchange Act will become
effective 30 days after the Commission receives certification from NASDAQ that your
listing application has been approved.

Emerging Growth Company Status, page 1

2. We note your disclosure  here that you have elected to take advantage of the extended
transition period for complying with new or revised accounting standards.  We also note
your disclosure here and on page 18 t hat you have irrevocably elected not to avail
yoursel f of the exemption from new or revised accounting standards and, therefore, will
be subject to the same new or revised accounting standards as other public companies
that are not emerging growth companies.  Please reconcile and revise these disclosures.

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 2

 Item 1. Business, page 3

3. We note your disclosure on page 23 that in conjunction with a fundraising in 2012, you
implemented a reor ganization to cut costs and spin off you r research group, the Center
for Aquaculture Technologies Canada.  Please discuss this reorganization along with any
other material changes in your business , such as the sale of your common stock to
Intrexon .  Refer to Item 101(a) of Regulation S -K.

Overv iew, page 3

4. Please balance the overview by disclos ing your net losses for the most recently
completed fiscal year and interim period and accumulated net losses .

The Aquaculture Industry, page 4

5. We note that you rely on reports and publications prepared by third parties, including
Kontali Analyse and Marine Harvest ASA, for data.  Please provide us with copies of the
relevant portions of the reports and publications you cite.  Additionally, p lease  tell us
whether any of the data provided by the listed sources, such as the data from other third -
party sources and industry publication s, were commissioned by you  for use in the
registration statement .  If so, please file consents as exhibits to your reg istration
statement.

6. Please balance this section by disclosing that several prominent grocery chains have
publicly stated that they will not carry genetically modified salmon, and discuss the
impact this and similar pronouncements may have on your busin ess.  Please revise the
second and third risk factors on page 12 in this manner as well.  We note in this regard
several media accounts that specifically refer to your product .

7. We note media accounts of recent disease outbreaks impacting salmon productio n, most
notably the infectious salmon anemia virus in Chile and the piscine reovirus in Norway
and British Columbia.  Please balance the disclosure in this section by discussing the
impact of these diseases on salmon farming and the extent to which the cos ts of disease
control and prevention may impact salmon prices and production costs.  Please also add
risk factor disclosure in this regard.

8. We also note media accounts that certain states have restricted or prohibited salmon
farming.  Please balance you r disclosure in this section accordingly and discuss any
impact state restrictions may have on your efforts to locate a site for your proposed
salmon farms.  Please also add a risk factor describing the attendant risks.

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 3

 Plan of Operation, page 6

9. We note  that you “ plan to increase [y]our supply of unfertilized Atlantic salmon eggs
through either the expansion of [y]our existing Canadian hatchery or through the
purchase of an existing egg producer .”  Please explain these plans in greater detail,
including whether you have secured financing for such expansion, or whether you have
identified any potential egg producers for acquisition.   Similarly, please explain whether
you have secured financing for the “construction and operation of land -based
Recirculating  Aquaculture System facilities,” and explain what a Recirculating
Aquaculture System is.   If you do not have definitive plans to implement your plan of
operation beyond the short term, please describe the factors and criteria you expect to use
to determine  whether and when to pursue your longer -term plans.  Revise the Financial
Overview discussion in MD&A in this manner as well.

Intellectual Property, page 8

10. We note your disclosure that you “hold a global, perpetual, non -exclusive license from
the Hospit al for Sick Children of Toronto and Memorial University to the technology
covering genetically modified salmonid fish that express endogenous growth hormone
under the control of an anti -freeze protein gene promoter from an edible fish” and that the
patent for this technology “which had been issued in every major salmon producing
country, expired in August 2013 . . .”  Please revise to discuss the material terms of your
license for this technology.  Additionally, please clarify the status of the intellectual
property of this technology as it relates to your company both now and historically, as it
appears from this disclosure that you never held a patent on the AquAdvantage Salmon,
while page 13 of the risk factors section refers to “the patent for AquAdvanta ge Salmon.”

11. Please discuss your licensing of Intrexon’s UltraVector “and other” technology here, or
explain to us why this is not an appropriate section for this discussion.   Additionally,
please disclose all material license agreements here.  In this r egard, we note the
disclosure on page F -17 of a license agreement with Genesis Group, Inc., which is not
discussed in the registration statement .

Item 1A. Risk Factors, page 10

Risks Related to Our Business, page 11

12. Please add a risk factor describing the risks because you receive government research
grants, including the risks because of agency audit rights.  We note in this regard your
disclosure on page 24.

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 4

 We may need substantial additional capital in the future , page 11

13. Please include an estimate of the amount of capital you believe you will need to raise to
implement your business plan and place the risks described here in context by briefly
discussing the factors that will influence the timing and amount of capital you require .

We may be sued by non -governmental organizations, page 13

14. So that investors may better assess the risks described here, please briefly discuss the
application filed in Canadian Federal Court on January 16, 2014.  We note your
disclo sure in Legal Proceedings on page 44.

Management’s Discussion and Analysis, page 22

Results of Operations, page 25

Sales and Marketing  Expenses , page 25

15. We note your disclosure that you incurred increased costs for your demonstration farm in
Panama in conjunction with the transfer of the management of the site.  Please tell us and
disclose in your filing the facts and circumstances in regard to the transfer  of the
management of the demonstration farm in Panama and the associated impact on your
future results, liquidity and cash flow.

General and Administrative Expenses, page 26

16. To the extent practicable, please quantify the estimated costs of being a public company.
Please also include this disclosure under the risk factor regarding your status as a U.S.
public company on page 19.

Liquidity and Capital Resources, page 27

Cash Flow from Operating Activities, page 28

17. Please clarify your analysis in regard to how the factors disclosed directly affect cash
regarding the variance in net cash flows of operating activities.  References to results of
operations, which are prepared on the accrual basis of accounting, noncash ite ms and
working capital movements,  may not provide a sufficient basis for an investor to fully
understand comparative changes in cash flows of operating activities in terms of cash.
Revise your disclosure to discuss the factors that directly affected cash of operating
activities for each comparative period presented.  Your discussion should address the
drivers underlying each factor cited.  For example, discuss the specific items that created
favorable and unfavorable movements in working capital in terms o f cash and the reasons
underlying such movements.  Refer to Section IV.B.1 of “Interpretation: Commission

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 5

 Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations” available on our website at http://www.sec.g ov/rules/interp/33 -
8350.htm for guidance .

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 31

18. Please identify the individual or individuals who have voting and dispositive power with
respect to the shares held by Intrexon Corp oration.

Item 5. Directors and Executive Officers, page 32

19. Please revise this section to provide the dates indicating each director and executive
officer ’s term of office.

20. We note your disclosure that Richard L.  Huber holds directorships in “several other
companies in the United States and elsewhere in the world.”  To the extent any of these
directorships  is of a company with a class of securities registered pursuant to Section 12
or subject to a reporting obliga tion pursuant to Section 15(d) of the Exchange Act, please
identify these companies .

Item 9. Market Price of and Dividends on the Registrant’s Common Equity, page 44

21. In the table on page 45, we note that the figures have been adjusted to reflect a 1 -for-10
reverse stock split that will become effective immediately following the effective time of
your registration statement on Form 10.  For consistency with the other se ctions of your
filing, please present the figures unadjusted for the 1 -for-10 reverse stock split along with
pro forma figures adjusted to reflect the 1 -for-10 reverse stock split.  SAB Topic 4C
states that such changes in the capital structure must be giv en retroactive effect if the
capital structure change occurs after the date of the latest reported balance sheet but
before the release of the financial statements or the effective date of the registration
statement, whichever is later.  In your circumstan ce, the change will occur after the
effective date of your registration statement on Form 10 so we believe giving pro forma
figures adjusted to reflect the 1 -for-10 reverse stock split is appropriate for transparency.

Item 10. Recent Sales of Unregiste red Securities, page 46

22. Please revise this section for each unregistered sale to include all of the information
required by Item 701 of Regulation S -K, including, in each case, a brief discussion of the
facts relied upon to make the exemption available.

Item 11. Description of Registrant’s Securities to be Registered, page 46

23. We note the statement that for a “ complete description of the matters set forth in this
section, [investors]  should refer to the Restated Certificate of Incorporation and the new

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 6

 Amended and Restated Bylaws, forms of which are included as exhibits to this
Registration Statement on Form 10, and to the applicable provisions of Delaware law  .
. . .”  Please remove this statement, as it is not appropriate to  qualify information in the
registration statement  by reference to information not included in the registration
statement or filed as an exhibit .

Item 15. Financial Statements and Exhibits

24. Please file as an exhibit the license agreement with the Hospital for Sick Children of
Toronto and Memorial University for the technology covering genetically modified
salmonid , as discussed on page 8 , along with all other material license agreements.

25. Please file as an exhibit the agreement you have with the Center for Aquaculture
Technologies Canada for research and development , as discussed on page 9 .

Consolidated financial statements, page F -1

26. Please update the financial statements included in the filing pursuant to Rule 8 -08 of
Regulation S -X.

Notes to the consolidated financial statements, page F -7

Note 1: Nature of business and organization, page F -7

27. We note your disclosure that you commenced sales of your first product in 2004 and
expanded the markets to which that product had been sold.  Considering that you present
no reven ues for fiscal years 2013, 2012, and 2011 please disclose when you ceased sales
of the product and why.  Also, please disclose the nature of the product that you sold.

28. In addition, we note your disclosure that you no longer devote most of your activities  and
resources toward raising capital.  As a result, in 2006 you determined that you were no
longer a development stage entity.  ASC 915 -10-20 defines a development stage entity as
an entity devoting substantially all of its efforts to establishing a new b usiness and for
which either of the following conditions exists:

a. Planned principal operations have not commenced.

b. Planned principal operations have commenced, but there has been no significant
revenue therefrom.

Considering that your planned operatio ns have not commenced and there are no
revenues, it appears that you may be a development stage entity.  Please tell us in greater
detail why you believe that you are no longer a development stage entity or revise as
necessary.

Ronald L. Stotish
AquaBounty Technologies, Inc.
May 21, 2014
Page 7

 We urge all persons who ar e responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the co mpany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones  at (202) 551 -3309 if you
have  questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via-Email
 Bradley C. Brasser , Esq.
Jones Day