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 January 17, 2019, 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 4,500,000 shares (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 $1.90 per share, and the Underwriter has agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $1.767 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an additional 675,000 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 Company’s common stock equal to 2% of the Shares sold in the offering, including the over-allotment option to the extent exercised. The warrant will be exercisable at $1.90 per share (50% of the price of the common stock sold in the offering), commencing the later of six months after the closing date of the offering or such time as the Company amends its charter to increase its authorized shares of common stock. The warrant will expire five 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 January 22, 2019, 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 Underwriter’s 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 Underwriter’s 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.

The Company issued a press release on January 16, 2019 announcing the launch of the public offering and a press release on January 17, 2019 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 exhibit is filed with this report:

Aqua Metals, Inc. Exhibit
EX-1.1 2 s115403_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1 AQUA METALS,…
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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