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

AQUA METALS, INC. (NASDAQ:AQMS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On June 14, 2018, Aqua Metals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters thereto (the “Underwriters”), relating to an underwritten public offering of 8,770,000shares (the “Shares”) of the Company’s common stock, $0.001 par value. All of the Shares are being sold by the Company. The offering price to the public is $2.85 per share, and the Underwriters have agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $2.6647 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,315,500 shares of its 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 Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities.

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 June 18, 2018, 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. The foregoing description of the material terms of the Underwriting Agreement do 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.

The Company issued a press release on June 13, 2018 announcing the launch of the public offering and a press release on June 14, 2018 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 of Filing

The following exhibits are filed with this report:

Aqua Metals, Inc. Exhibit
EX-1.1 2 s110819_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   Execution Version   8,…
To view the full exhibit click here


Aqua Metals, Inc. is engaged in the business of recycling lead through a process that the Company developed and named AquaRefining. AquaRefining process will provide for the recycling of lead acid batteries (LABs) and the production of lead. AquaRefining is a water-based ambient temperature process. The modular nature of AquaRefining makes it possible to start LAB recycling at a smaller scale than is possible with smelters. Its AquaRefining process begins with the crushing of used LABs and the separation of the metallic lead, active material (lead compounds), sulfuric acid and plastic for recycling. The active material is dissolved in its solvent. The primary lead is then stripped from the solvent using its automated process allowing the solvent to be reused continuously and indefinitely. Its AquaRefining process generates over three outputs, such as lead; cleaned plastic chips, recovered from battery casings, and sulfuric acid. The Company has not generated revenues.

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