AQUA METALS, INC. (AQMS) Files An 8-K Entry into a Material Definitive Agreement

AQUA METALS, INC. (AQMS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On November 16, 2016, Aqua Metals, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
National Securities Corporation (the Underwriter), relating to an
underwritten public offering of 2,000,000 shares (the Shares) of
the Companys common stock, $0.001 par value. All of the Shares
are being sold by the Company. The offering price to the public
is $10.00 per share, and the Underwriter has agreed to purchase
the Shares from the Company to the Underwriting Agreement at a
price of $9.30 per share, except that Shares to be resold to four
investors that have a pre-existing relationship with the Company
will be purchased by the Underwriter at a price of $9.70 per
share. Under the terms of the Underwriting Agreement, the Company
granted the Underwriter a 45-day option to purchase up to an
additional 300,000 shares of common stock.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and customary conditions
to closing, obligations of the parties and termination
provisions. Additionally, under the terms of the Underwriting
Agreement, the Company has agreed to indemnify the Underwriter
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments
the Underwriter may be required to make in respect of these
liabilities.

The Company has agreed to issue to the Underwriter at the closing
of the offering a warrant to purchase shares of the Companys
common stock equal to 2% of the Shares sold in the offering
(excluding any Shares purchased by the four previously mentioned
investors), including the over-allotment option to the extent
exercised. The warrant will be exercisable at $10.00 per share
(100% of the price of the common stock sold in the offering),
commencing six months after the close of the offering and
expiring three years after the close of the offering.

The Shares will be issued to a shelf registration statement that
the Company filed with the Securities and Exchange Commission,
which became effective on September26, 2016 (FileNo.333-213501).
A prospectus supplement relating to the offering will be filed
with the Securities and Exchange Commission. The closing of the
offering is expected to take place on or about November 21, 2016,
subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is attached hereto as
Exhibit1.1 and is incorporated herein by reference. A copy of the
form of Underwriters warrant is attached hereto as Exhibit4.1 and
is incorporated herein by reference. The foregoing description of
the material terms of the Underwriting Agreement and the
Underwriters warrant does not purport to be complete and is
qualified in its entirety by reference to such exhibit.

A copy of the legal opinion and consent of Greenberg Traurig, LLP
relating to the Shares is attached hereto as Exhibit 5.1.

Item 8.01 Other Events.

The Company issued a press release on November 15, 2016
announcing the launch of the public offering and a press release
on November 16, 2016 announcing the pricing of the public
offering. The press releases are attached hereto as Exhibits99.1
and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits Method Filing

The following exhibits are filed with this report:

1.1 Underwriting Agreement dated as of November16, 2016 between
the Company and National Securities Corporation, as
underwriter
Filed electronically herewith
4.1 Formof Underwriters Warrant Filed electronically herewith
5.1 Opinion of Greenberg Traurig, LLP regarding legality of the
shares
Filed electronically herewith
23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) Filed electronically herewith
99.1 Press release dated November 15, 2016 regarding the launch of
the public offering
Filed electronically herewith
99.2 Press release dated November 16, 2016 regarding the pricing
of the public offering
Filed electronically herewith


About AQUA METALS, INC. (AQMS)


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