UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number:
Aqua Metals, Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class of stock: | Trading symbol | Name of each exchange on which registered: |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (as defined in Rule 12b-2 of the Act):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging Growth Company | |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 8, 2024, there were
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AQUA METALS, INC.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands, except share and per share amounts)
| March 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Note receivable - LINICO | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intellectual property, net | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Lease liability, current portion | ||||||||
| Note payable, current portion | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liability, non-current portion | ||||||||
| Note payable, non-current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 12) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock; $ par value; shares authorized; and , shares issued and outstanding as of March 31, 2024, respectively and and , shares issued and outstanding as of December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost; common shares: and as of March 31, 2024 and December 31, 2023, respectively | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Operations - Unaudited
(in thousands, except share and per share amounts)
| Three Months Ended March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Operating cost and expense |
||||||||
| Plant operations |
$ | $ | ||||||
| Research and development cost |
||||||||
| Gain on disposal of property, plant and equipment |
( |
) | ||||||
| General and administrative expense |
||||||||
| Total operating expense |
||||||||
| Loss from operations |
( |
) | ( |
) | ||||
| Other income and (expense) |
||||||||
| Interest expense |
( |
) | ( |
) | ||||
| Interest and other income |
||||||||
| Total other income (expense), net |
( |
) | ||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding, basic and diluted |
||||||||
| Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Stockholders’ Equity - Unaudited
(in thousands, except share amounts)
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Treasury Stock | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Shares | Amount | Equity | ||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock issued for ATM share sales, net of $ transaction costs | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | — | ( | ) | ||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balances, December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| RSUs issued for consulting services | ||||||||||||||||||||||||||||
| Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock issued for employee stock purchase plan sales | ||||||||||||||||||||||||||||
| Common stock issued for class action settlement | ||||||||||||||||||||||||||||
| Common stock issued for ATM share sales, net of $ transaction costs | ||||||||||||||||||||||||||||
| Common stock issued for director fees | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | — | ( | ) | ||||||||||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Reconciliation of net loss to net cash used in operating activities |
||||||||
| Depreciation and ROU asset amortization |
||||||||
| Amortization of intellectual property |
||||||||
| Fair value of common stock issued for director fees |
||||||||
| Fair value of common stock issued for consulting services |
||||||||
| Stock-based compensation |
||||||||
| Amortization of deferred financing costs |
||||||||
| Gain on disposal of property, plant and equipment |
( |
) | ||||||
| Non-cash interest expense |
||||||||
| Changes in operating assets and liabilities |
||||||||
| Proceeds from leasing of building |
||||||||
| Accounts receivable |
||||||||
| Inventory |
( |
) | ( |
) | ||||
| Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
| Accounts payable |
||||||||
| Accrued expenses |
||||||||
| Other assets and liabilities |
( |
) | ||||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| Cash flows from investing activities: |
||||||||
| Purchases of property, plant and equipment |
( |
) | ( |
) | ||||
| Proceeds from sale of equipment |
||||||||
| Equipment deposits |
( |
) | ( |
) | ||||
| Proceeds from note receivable |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from employee stock purchase plan |
||||||||
| Proceeds from note payable, net |
||||||||
| Cash paid for tax withholdings on RSUs vesting |
( |
) | ( |
) | ||||
| Debt issuance costs |
( |
) | ||||||
| Proceeds from ATM, net |
||||||||
| Net cash provided by financing activities |
||||||||
| Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Three Months Ended March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Supplemental disclosure of cash flows information |
||||||||
| Cash paid for interest |
$ | $ | ||||||
| Supplemental disclosure of non-cash transactions |
||||||||
| Acquisitions of property, plant and equipment included in accounts payable |
$ | $ | ||||||
| Acquisitions of property, plant and equipment included in accrued expenses |
$ | $ | ||||||
| Equity included in accrued expenses |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1. Organization
Aqua Metals (NASDAQ: AQMS) is engaged in the business of applying its commercialized clean, water-based recycling technology principles to develop the clean and cost-efficient recycling solutions for both lead and lithium-ion (“Li”) batteries. Our recycling process is a patented hydro- and electrometallurgical technology that is a novel, proprietary and patented process we developed and named AquaRefining. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and with minimal waste. The modular “Aqualyzers” cleanly generate ultra-pure metal one atom at a time, closing the sustainability loop for the rapidly growing energy storage economy.
We are in the process of demonstrating that Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives.
Our focus for the lead market is providing equipment and licensing of our lead acid battery recycling technologies in an enabler model which allows us to work with anyone in the industry globally and address the entire marketplace. Our focus for the lithium market includes operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces and licensing.
Liquidity and Going Concern Assessment
For the quarters ended March 31, 2024 and 2023, the Company reported a net loss of $
Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to such resources, is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern through the next twelve months from the date of this filing.
The accompanying condensed consolidated financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.
Reclassification of Prior Period Financial Statements
For the quarter ended March 30, 2023, the gain on disposal of property, plant and equipment was presented in the Condensed Consolidated Statement of Operations within loss from operations. This reclassification was made for the year ended December 31, 2023 and presented in the Annual Report on Form 10-K for the year then ended.
We have reclassified the prior period Condensed Consolidated Statement of Operations included in this filing to conform to the current period presentation, as shown in the following table:
| Three Months Ended March 31, 2023 | ||||||||||||
| As Reported | Correction | As Corrected | ||||||||||
| Operating cost and expense | ||||||||||||
| Gain on disposal of property, plant and equipment | — | ( | ) | ( | ) | |||||||
| Total operating expense | $ | $ | ( | ) | $ | |||||||
| Income (loss) from Operations | $ | ( | ) | $ | $ | ( | ) | |||||
| Other income and expense | ||||||||||||
| Gain on disposal of property, plant and equipment | ( | ) | — | |||||||||
| Total other income (expense), net | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Correction of an immaterial error to prior period financial statements
For the quarter ended March 31, 2023, we identified a correction of an immaterial error to prior period financial statements relating to number of common stock shares presented in the condensed consolidated balance sheet and condensed consolidated statements of stockholders' equity. The effect of this error was to overstate the number of common stock shares issued to employees and directors for RSU vesting during the three months ended March 31, 2023 by
The following sets forth the effects of the correction on the previously reported condensed consolidated statement of stockholders’ equity.
| As Reported | Correction | As Corrected | ||||||||||
| Common Stock | Common Stock | Common Stock | ||||||||||
| Shares | Shares | Shares | ||||||||||
| Common stock issued to employees and directors, includes RSUs vesting | ( | ) | ||||||||||
| Balances, March 31, 2023 | ( | ) | $ | |||||||||
2. Summary of significant accounting policies
The significant accounting policies and estimates used in preparation of the condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, or the SEC, on March 28, 2024. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2024.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Aqua Metals, Inc. and subsidiaries (collectively, the “Company” or “Aqua Metals”) have been prepared in accordance with the interim reporting requirements of Form 10-Q, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the Company's audited consolidated financial statements for the period ended December 31, 2023, which are included on Form 10-K filed with the Securities and Exchange Commission on March 28, 2024. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual consolidated financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations for the three months ended March 31, 2024 and March 31, 2023, the condensed consolidated statements of stockholders' equity for the three months ended March 31, 2024 and March 31, 2023 and the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and March 31, 2023, as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements as of such date, but it does not include all disclosures required by U.S. GAAP for annual presentation.
The results of operations for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024.
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned subsidiaries. Inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of the condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount and valuation of long-lived assets, valuation allowances for deferred tax assets, and the determination of stock-based compensation expense. Actual results could differ from those estimates.
Net loss per share
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method or the if-converted method, as applicable. For purposes of this calculation, stock options, restricted stock units (RSUs) and warrants to purchase common stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following shares underlying outstanding convertible notes, stock options, RSUs and warrants to purchase common stock were anti-dilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive weighted average securities computation for the three and three months ended March 31, as indicated below:
| Three Months Ended March 31, | ||||||||
| Excluded potentially dilutive weighted average securities (1): | 2024 | 2023 | ||||||
| Unvested restricted stock units | ||||||||
| Options to purchase common stock | ||||||||
| Financing warrants to purchase common stock | ||||||||
| Total potential dilutive weighted average securities | ||||||||
|
| (1) Securities are presented on a weighted average outstanding calculation as required if the securities were dilutive. |
Segment and geographic information
Our chief operating decision maker (“CODM”) is the Chief Executive Officer. Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and in assessing performance. The CODM views its operations and manages its business in one operating segment.
Concentration of credit risk
The Company did generate revenue during the three months ended March 31, 2024 and 2023, respectively. The Company had trade receivables as of March 31, 2024 and December 31, 2023. The accounts receivable balance on the Company's consolidated balance sheet as of December 31, 2023 consisted of proceeds from a non-recurring engineering (NRE) arrangement with 6K Energy.
Recent accounting pronouncements
Recently issued accounting pronouncements not yet adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will require additional disclosures in our consolidated financial statements, once adopted.
3. Revenue recognition
The Company has historically generated revenues by recycling lead acid batteries (“LABs”) and selling the recovered lead to its customers.
The Company was not in commercial production during the three months ended March 31, 2024 and 2023, respectively. Historically, Company products transferred to customers at a single point in time accounted for
4. Note receivable
On February 15, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with LINICO Corporation, a Nevada Corporation, or ("LINICO"), that provided for the Company's issuance of
The Company accounted for the LINICO investment under ASC 321, Investments-Equity Securities, using the measurement alternative of recording at cost as the investment in LINICO doesn’t have a readily determinable fair value.
During the year ended December 31, 2023, the Company sold its stock in LINICO and recorded an impairment of $
5. Inventory
Inventory consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||
| Work in process | $ | $ | ||||||
| Raw materials | ||||||||
| Total inventory | $ | $ | ||||||
6. Property, plant and equipment, net
Property, plant and equipment, net, consisted of the following (in thousands):
| Useful Life | ||||||||||||
| Asset Class | (Years) | March 31, 2024 | December 31, 2023 | |||||||||
| Operational equipment | $ | $ | ||||||||||
| Lab equipment | ||||||||||||
| Computer equipment | ||||||||||||
| Office furniture and equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Land | - | |||||||||||
| Building | ||||||||||||
| Equipment under construction | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total property, plant and equipment, net | $ | $ | ||||||||||
Property, plant and equipment depreciation expense was $
7. Other assets
Other assets consist of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||
| Equipment deposits (1) | $ | $ | ||||||
| Nevada facilities Right of Use Assets (2) | ||||||||
| Other assets | ||||||||
| Total other assets, non-current | $ | $ | ||||||
(1) Deposits for equipment to be acquired and utilized at the Company's Phase One build-out of our recycling campus at Tahoe-Reno Industrial Center (TRIC).
(2) See Footnote 9.
8. Accrued expenses
Accrued expenses consist of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||
| Property, plant and equipment related | $ | $ | ||||||
| Payroll related | ||||||||
| Other | ||||||||
| Professional services | ||||||||
| Total accrued expenses | $ | $ | ||||||
9. Leases
As of March 31, 2024, the Company maintained one finance lease for equipment and two operating leases for real estate. The operating leases have current terms of
On March 14, 2024, the Company extended its operating lease for its headquarters located at 5370 Kietzke Lane, Reno, NV. The lease extension was determined to be a lease modification that qualified as a change of accounting on the existing lease and not a separate contract. As such, the Right-of-Use (“ROU”) assets and operating lease liabilities were remeasured using an incremental borrowing rate at the date of modification of
The Company currently maintains one finance lease for equipment. In November 2021, the Company entered into a finance lease for a modular laboratory which expires in October 2024. On April 1, 2024 the Company entered into a finance lease for laboratory equipment which expires in 2029.
Information related to the Company's right-of-use assets and related lease liabilities were as follows (in thousands):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
| Operating lease cost | $ | $ | ||||||
| Cash paid for finance lease liabilities | $ | $ | ||||||
| Interest expense | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Weighted-average remaining lease term (years) - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
| Weighted-average remaining lease term (years) - finance leases | ||||||||
| Weighted-average discount rate - finance leases | % | % | ||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | $ | |||||||
Future maturities of lease liabilities as of March 31, 2024 are as follows (in thousands):
| Due in 12-month period ended March 31, | ||||||||
| Operating Leases | Finance Leases | |||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| Less imputed interest | ( | ) | ( | ) | ||||
| Total lease liabilities | $ | $ | ||||||
| Current lease liabilities | $ | $ | ||||||
| Non-current lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
10. Note payable
On February 1, 2023, Aqua Metals Reno, Inc., our wholly-owned subsidiary, entered into a Loan Agreement with Summit Investment Services, LLC, a Nevada limited liability company (the “Lender”), pursuant to which the Lender provided us with a loan in the amount of $
Note payable is comprised of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||
| Note payable, current portion | ||||||||
| Summit Investment Services, LLC | $ | $ | ||||||
| Less issuance costs | ( | ) | ||||||
| Total note payable, current portion | $ | $ | ||||||
| Note payable, non-current portion | ||||||||
| Summit Investment Services, LLC | $ | $ | ||||||
| Less issuance costs | ( | ) | ||||||
| Total note payable, non-current portion | $ | $ | ||||||
11. Stockholders’ equity
Shares issued
During the three months ended March 31, 2024, the Company issued
During the three months ended March 31, 2024, the Company issued
During the three months ended March 31, 2024, the Company issued
Stock-based compensation
The stock-based compensation expense was allocated as follows:
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Plant operations | $ | $ | ||||||
| Research and development cost | ||||||||
| General and administrative expense | ||||||||
| Total | $ | $ | ||||||
2014 Stock Incentive Plan
We have adopted the Aqua Metals, Inc. 2014 Stock Incentive Plan providing for the grant of non-qualified stock options and incentive stock options to purchase shares of our common stock and for the grant of restricted and unrestricted share grants. All of our officers, directors, employees and consultants are eligible to participate under the plan. The purpose of the plan is to provide eligible participants with an opportunity to acquire an ownership interest in our company. As of March 31, 2024, there were
2019 Stock Incentive Plan
In 2019, our board of directors adopted the Aqua Metals, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). A total of
| RSUs Outstanding | ||||||||
| Number of | ||||||||
| Shares | ||||||||
| Available for | Number of | |||||||
| Grant | RSUs | |||||||
| Balances, December 31, 2023 | ||||||||
| Granted | ( | ) | ||||||
| Exercised/ Released | — | ( | ) | |||||
| Forfeited | ( | ) | ||||||
| Returned to Plan | ||||||||
| Balances, March 31, 2024 | ||||||||
Restricted stock units
During the first quarter of 2024, the Company granted
12. Commitments and contingencies
We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows. We are not party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.
13. Subsequent events
On May 14, 2024, Aqua Metals, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with The Benchmark Company, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten offering of
Each Warrant will have an exercise price of $
On May 13, 2024, we entered into a non-binding term sheet with a strategic lender for a secured loan facility in the amount of up to $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other filings with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 9, 2023, or our Annual Report.
In this report we make, and from time to time we otherwise make written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in our documents, reports, filings with the SEC, and news releases, and in written or oral presentations made by officers or other representatives to analysts, stockholders, investors, news organizations and others, and in discussions with management and other of our representatives.
Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties, including those risks included below in Part II, Item 1 “Risk Factors”. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.
General
Aqua Metals is engaged in the business of applying its commercialized clean, water-based, recycling technology principles to develop cost-efficient recycling solutions for both lead and lithium-ion (“Li”) batteries. Our recycling process is a patented hydro and electrometallurgical technology that is a novel, proprietary and patented process we developed and named AquaRefining. AquaRefining is a low-emissions, closed-loop recycling technology that has the potential to replace polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and with minimal waste. The modular “Aqualyzers” cleanly generate ultra-pure metal one atom at a time, closing the sustainability loop for the rapidly growing energy storage economy.
This breakthrough technology was initially applied in the lead acid battery (LAB) recycling industry, building the first integrated recycling system for breaking LAB and recovering pure metal. In 2019, we operated our demonstration AquaRefinery at commercial quantity production levels and produced over 35,000 ‘AquaRefined’ ingots operating twenty-four hours a day, seven days a week for sustained periods of time.
We are also applying our commercialized clean, water-based recycling technology principles with the goal of developing the cleanest and most cost-efficient recycling solution for lithium-ion batteries. We believe our process has the potential to produce higher quality products at a lower operating cost without the damaging effects of furnaces and greenhouse emissions. Aqua Metals estimates the total addressable market for lithium-ion battery recycling will be approximately $9 billion by 2025 and grow to exceed lead battery recycling by the end of the decade.
In February 2021, we announced our entry into the lithium-ion battery (LiB) recycling market through a key provisional patent we filed that applies the same innovative AquaRefining approach. In August 2021, we announced we had established our Innovation Center in TRIC focused on applying our proven technology to LiB recycling research and development and prototyping. Our strategic decision to apply our proven clean, closed-loop hydrometallurgical and electrochemical recycling experience to lithium-ion battery recycling is designed to meet the growing demand for critical metals driven by the global transition to electric vehicles; growth in internet data centers; and alternative energy applications including solar, wind, and grid-scale storage.
During the first half of 2022, we announced our ability to recover copper, lithium hydroxide, nickel, and cobalt from lithium-ion battery ‘black mass’ at bench scale at the Company’s Innovation Center. During 2022, we built our fully-integrated pilot system, located within the Company’s Innovation Center, which is designed to allow Aqua Metals to be the first company in North America to recycle battery minerals from black mass, sell them in the U.S. and position the Company as the first LiB recycler in North America to align with the U.S. government’s goal of retaining strategic battery minerals within the domestic supply chain.
During 2022, we conducted environmental comparisons based on Argonne National Lab’s modeling of lithium battery supply chains – called EverBatt. The initial results indicate that AquaRefining is a cleaner approach to LiB recycling, producing far less CO2 waste streams than smelting or chemical-driven hydrometallurgical processes currently on the market. In December 2022, we completed equipment installation and began to operate our first-of-a-kind LiB recycling facility, utilizing electricity as the catalyst to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces. In January of 2023, Aqua Metals recovered its first metals from recycling lithium batteries using the patent-pending Li AquaRefining process.
In February 2023, we acquired a five-acre recycling campus at the TRIC. When fully developed, the facility we envision is designed to process up to 10,000 tonnes of lithium-ion battery material each year using our proprietary Li AquaRefining technology. Subject to our receipt of the required additional capital, we expect to complete development of phase one, including all equipment installation, by mid-2024 and to commence the commissioning and operation at the new campus in the second half of 2024. The Company is planning for a phased development of the campus, beginning with the already commenced redevelopment of an existing building on-site into the first commercial-scale Li AquaRefinery, targeting 3,000 tons per annum (tpa) capacity in phase one. In January and February of 2024, we made significant progress on the construction of the planned first phase of the commercial Li AquaRefinery.
During the quarter ended March 31, 2024, we issued 4,155,611 shares of common stock pursuant to an at the market issuance sales agreement ("ATM") for net proceeds of $2.1 million. During the year ended December 31, 2023, we issued 3,244,302 shares of common stock pursuant to an at the market issuance sales agreement for net proceeds of $3.8 million. We raised a net of $18.3 million in the third quarter of 2023 from the public offering of our common shares and a net of $4.6 million from the sale of our common stock to Yulho.
Our current focus is building and operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces. We are also pursuing potential partnership and/or joint ventures agreements and licensing agreements, particularly as our Li AquaRefining continues to develop and improve. We believe that Aqua Metals is in a position to become one of the few critical minerals recovery players for which our environmental and economic value proposition should generate both great commercial wins and potentially government grants to accelerate our credibility and progress.
Plan of Operations
Our business strategy is based on the pursuit of building, operating and licensing Li AquaRefining recycling capacity to meet the growing demand for critical metals in lithium-ion batteries driven by innovations in automobile batteries, growth in internet data centers, and alternative energy applications, including solar, wind, and grid-scale storage.
We are in the process of demonstrating that Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives. We have already demonstrated at our pilot facility our ability to recover key valuable minerals in lithium-ion batteries, such as lithium hydroxide, copper, nickel, cobalt, and other compounds. Our goal is to recycle commercial quantities of nickel, cobalt, and copper in a pure metal form that can be sold to the general metals and superalloy markets and can be made into battery precursor compound materials with known processes already used in the mining industry. We also intend to recycle commercial amounts of lithium that can be sold to lithium-ion battery manufacturers. We have installed, commissioned, and began to operate the first Li AquaRefining pilot plant at the end of 2022, scaling towards a commercial demonstration plant operation with capacity of processing approximately 3,000 tonnes of black mass per year. The location for the pilot demonstration is currently the Innovation Center with expansion to happen at our new 5-acre recycling campus starting with processing ~3,000 tonnes of black mass per year and growing to commercial quantities of ~10,000 tonnes per year or more of production starting in 2025 and 2026, which would be enough material to build ~100,000 average EVs or ~400,000 average home energy storage systems. At 2023 year average metals prices, ~10,000 tonnes per year capacity could also generate $200 million of revenues for the company.
Results of Operations
We did not engage in commercial operations in 2024 and 2023. Our operations have been devoted to developing our Li AquaRefining battery recycling technology. During the three months ended March 31, 2024, Aqua Metals was focused on quickly advancing from the planning and validation phases to execution and operation of our pilot facility and the build out of our commercial facility. We did not earn any revenue during the three months ended March 31, 2024 and 2023. The following table summarizes our results of operations with respect to the items set forth below for the three months ended March 31, 2024 and 2023 together with the dollar and percentage changes in those items (in thousands).
| Three Months Ended March 31, |
||||||||||||||||
| Favorable |
% | |||||||||||||||
| 2024 |
2023 |
(Unfavorable) |
Change |
|||||||||||||
| Plant operations |
$ | 2,209 | $ | 1,065 | $ | (1,144 | ) | 107.4 | % | |||||||
| Research and development cost |
588 | 445 | (143 | ) | 32.1 | % | ||||||||||
| Gain on disposal of property, plant and equipment |
— | (20 | ) | 20 | (100.0 | )% | ||||||||||
| General and administrative expense |
2,995 | 3,006 | 11 | (0.4 | )% | |||||||||||
| Total operating expense |
$ | 5,792 | $ | 4,496 | $ | (1,296 | ) | 28.8 | % | |||||||
Plant operations include materials, supplies related costs, salaries and benefits, consulting, outside services costs, inventory adjustments, depreciation, amortization, insurance, travel and overhead costs. Plant operations increased approximately $1,144,000 or 107.4% for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The increase in plant operations for the three months ended March 31, 2024 was primarily due to an increase in payroll and payroll related fees of approximately $556,000, as we hired additional staff to operate the pilot facility and process black mass, as well as $286,000 increase in professional fees, $151,000 in supplies and materials and $106,000 in depreciation expenses.
Research and development cost includes expenditures related to the improvement of the AquaRefining technology and the development of our lithium-ion battery recycling process. During the three months ended March 31, 2024, research and development costs increased $143,000, or approximately 32.1% compared to the three months ended March 31, 2023. The increase was driven by an increase in payroll and payroll related fees of approximately $48,000, as well as $34,000 increase in outside services, and $57,000 in supplies and materials.
We didn't recognize a gain on disposal of property, plant and equipment during the three months ended March 31, 2024 compared to a gain of $20,000 for the three months ended March 31, 2023. For the three months ended March 31, 2023, the gain on property, plant and equipment resulted from the sales of fixed assets.
General and administrative expense decreased $11,000, or approximately 0.4% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
The following table summarizes our other income and interest expense for the three months ended March 31, 2024 and 2023 together with the dollar and percentage changes in those items (in thousands).
| Three Months Ended March 31, |
||||||||||||||||
| Favorable |
% | |||||||||||||||
| 2024 |
2023 |
(Unfavorable) |
Change |
|||||||||||||
| Interest expense |
$ | (106 | ) | $ | (176 | ) | $ | 70 | (39.8 | )% | ||||||
| Interest and other income |
146 | 66 | 80 | 121.2 | % | |||||||||||
| Total other income (expense), net |
$ | 40 | $ | (110 | ) | $ | 150 | (136.4 | )% | |||||||
The decrease in interest expense for the three months ended March 31, 2024 is due to the reduction on the note payable outstanding balance.
We recognized approximately $146,000 in interest and other income during the three months ended March 31, 2024, an increase of $80,000 or 121.2% compared to the three months ended March 31, 2023. The increase in interest and other income is primarily due to the increase in interest received on our bank deposits.
Liquidity and Capital Resources
As of March 31, 2024, the Company had total assets of $31.4 million and working capital of $1.6 million.
As of March 31, 2024, the Company had cash and cash equivalents of approximately $8.3 million, current liabilities of $8.5 million and an accumulated deficit of $229.0 million. The Company's current liabilities of $8.5 million include the note payable with Summit Investment Services, LLC in the amount of approximately $3 million due on February 1, 2025 as disclosed in Note 10. The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future. In order to satisfy our capital requirements, the Company anticipates that it will need to improve its liquidity position through equity or debt financings and/or reductions in operating costs, in order to satisfy its liquidity needs for the next twelve months. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business.
Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to such resources, is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern through the next twelve months from the date of this filing.
The following table summarizes our cash provided by (used in) operating, investing and financing activities (in thousands):
| Three Months Ended March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Net cash used in operating activities |
$ | (4,251 | ) | $ | (2,863 | ) | ||
| Net cash used in investing activities |
$ | (5,579 | ) | $ | (5,222 | ) | ||
| Net cash provided by financing activities |
$ | 1,602 | $ | 4,358 | ||||
Net cash used in operating activities
Net cash used in operating activities for the three months ended March 31, 2024 was $4.3 million. Net cash used in operating activities includes approximately $67,000 of cash received related to our non-recurring engineering arrangement with 6K Energy offset by operating expenses. Net cash used in operating activities for the three months ended March 31, 2023 was $2.9 million which includes approximately $283,000 of cash received related to our lease receivable offset by operating expenses. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, stock-based compensation, and gain on the disposal of property, plant and equipment, as well as net changes in working capital.
Net cash used in investing activities
Net cash used in investing activities for the three months ended March 31, 2024 was $5.6 million and consisted mainly of cash utilized towards equipment deposits and purchases of fixed assets related to the build out of our commercial facility offset by $150,000 of cash received related to our note receivable. Net cash used in investing activities for the three months ended March 31, 2023 was $5.2 million and consisted mainly of $4.3 million utilized towards the purchase of the building located at 2999 Waltham Way McCarran, NV 89434 and $0.9 million utilized towards purchases of fixed assets.
Net cash provided by financing activities
Net cash provided by financing activities of $1.6 million for the three months ended March 31, 2024, consisting of $2.1 million in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, offset by $360,000 related to tax withholdings to cover RSU vesting and $164,000 related to debt issuance costs. Net cash provided by financing activities for the three months ended March 31, 2023 was approximately $2.0 million in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, and $2.9 million in net proceeds from the loan agreement secured with the Summit Investment Services, LLC partially offset by the $0.6 million related to tax withholdings to cover RSU vesting.
As of March 31, 2024, we had total cash of $8.3 million and working capital of $1.6 million. As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs over the next twelve months and move forward with our current business strategy. There can be no assurance that we will be able to acquire the necessary funding on commercially reasonable terms or at all. We intend to seek funds through the sale of equity or debt financing. Funding that includes the sale of our equity may be dilutive. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.
Due to our lack of revenue from commercial operations, significant losses and need for additional capital, there is substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
Critical Accounting Estimates
No material changes from what was reported in the 2023 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based on that evaluation, management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of March 31, 2024.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three month period ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Risk Factors |
Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 includes certain risk factors that could materially affect our business, financial condition or future results. There have been no material changes to those risk factors.
| Exhibit |
Description |
Method of Filing |
|
|
||
| 3.1 |
First Amended and Restated Certificate of Incorporation of the Registrant |
Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015. |
| 3.2 |
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 21, 2022. |
|
| 3.3 |
Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 25, 2015. |
|
| 3.4 |
Certificate of Amendment to the First Amended and Restated Certificate of Incorporation |
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2019 |
| 3.5 | Certificate of Amendment to the First Amended and Restated Certificate of Incorporation | Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on July 21, 2022 |
| 31.1 |
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Filed electronically herewith |
| 31.2 |
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Filed electronically herewith |
| 32.1 |
Filed electronically herewith |
|
| 101.INS |
Inline XBRL Instance Document |
Filed electronically herewith |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
Filed electronically herewith |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
Filed electronically herewith |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
Filed electronically herewith |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Filed electronically herewith |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
Filed electronically herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
AQUA METALS, INC. |
|
|
|
|
|
|
| Date: |
May 15, 2024 | By: |
/s/ Stephen Cotton |
|
|
|
|
Stephen Cotton, |
|
|
|
|
President, Chief Executive Officer and Director |
|
|
|
|
|
| Date: |
May 15, 2024 | By: |
/s/ Judd Merrill |
|
|
|
|
Judd Merrill, |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |