false 0001621832 0001621832 2023-07-18 2023-07-18

 

 

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 July 18, 2023, Aqua Metals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Yulho SPA”) with Yulho Co, Ltd., a Korean-based company engaged in the recycling of lithium-ion batteries (“Yulho”), pursuant to which the Company agreed to sell and issue to Yulho in a registered direct offering (the “Yulho Offering”) 4,545,455 shares (“Yulho Shares”) of the Company’s common stock, at an offering price of $1.10 per share, for the gross proceeds of $5 million before selling commissions and other offering expenses payable by the Company.

 

The Yulho Offering was made pursuant to a shelf Registration Statement previously filed with the SEC (the “Registration Statement”) and a prospectus supplement relating to the Yulho Offering will be filed with the SEC. The closing of the Yulho Offering is expected to take place on or about August 4, 2023, subject to the satisfaction of customary closing conditions.

 

The Yulho SPA contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. The Yulho SPA also includes customary representations, warranties and agreements by Yulho, including Yulho’s agreement, subject to certain exceptions to not sell, transfer or dispose of, directly or indirectly, the Yulho Shares for a period of six months from the close of the Yulho Offering. The foregoing description of the Yulho SPA is not complete and is qualified in its entirety by reference to the full text of the Yulho SPA, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

A copy of the legal opinion of Greenberg Traurig, LLP relating to the Yulho Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 as exhibits to the Registration Statement, and such exhibits are hereby incorporated by reference into the Registration Statement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

 

 

On July 18, 2023, the Company entered into an Agreement to Execute a License Agreement (“Yulho Agreement”) with Yulho, pursuant to which each party has agreed to use their good faith best efforts to negotiate and execute a definitive license agreement (“Yulho License Agreement”) within the 90 days following execution of the Yulho Agreement. Pursuant to the proposed Yulho License Agreement, the Company will grant Yulho a license to the Company’s AquaRefining technology for Yulho’s use in recycling lithium-ion batteries in the Republic of Korea. Under the proposed Yulho License Agreement, Yulho will pay the Company a royalty on net sales starting at 1% of net sales and increasing to 8% of net sales. The Company will agree to support and assist Yulho in business development efforts in establishing offtake partnerships for the Yulho recycled metals. The Company will also work with Yulho to engage with potential partners to foster and expand business opportunities. The Yulho License Agreement is expected to contain customary representations, warranties and covenants for agreements of such nature.

 

 

(d) Exhibits  

 

The following exhibits are filed with this report:

 

 

 

 

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.