false 0001621832 0001621832 2022-09-30 2022-09-30

 

 

FORM 8-K

 

 

Pursuant to Section 13 or 15(d) of

 

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

On September 30, 2022, Aqua Metals Reno, Inc., our wholly-owned subsidiary, entered into a Loan Agreement with Summit Investment Services, LLC, a Nevada limited liability company as to an undivided 90.8334% interest, Darren McBride, Trustee of the Arduino 1 Trust, U/A dated April 25, 2022, as to an undivided 8.3333% interest and Jason Yelowitz, Trustee of the Jason Yelowitz 2006 Trust, Dated March 31, 2006 as to an undivided .8333% interest (collectively, the “Lenders”), pursuant to which the Lenders provided us with a loan in the amount of $6 million.  The loan proceeds are expected to provide a non-dilutive path to expand the Company’s cash position and ensure sufficient resources to reach revenue generation.  The loan accrues interest at a fixed annual rate of 8.50%.  Interest-only payments are due monthly for the first twenty-four months and the principal and all unpaid interest is due on September 29, 2024.  We have the right to prepay the loan at any time, provided that we must pay guaranteed minimun interest of $255,000 (6-months of interest). The Loan Agreement includes representations, warranties, and affirmative and negative covenants that are customary of institutional loan agreements.  The loan is collateralized by a first priority lien interest on our assets, other than our intellectual property, and is guaranteed by Aqua Metals, Inc.

 

 

On September 30, 2022, Aqua Metals Reno, Inc., our wholly-owned subsidiary, entered into a Loan Agreement. The terms of the loan are described in Item 1.01 above.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.