SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 5, 2020
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of Incorporation)||
2500 Peru Dr.
McCarran, Nevada 89437
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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.
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)|
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).
Emerging growth company [X]
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. [X]
Securities registered pursuant to Section 12(b)of the Act:
|Title of each class||Trading Symbol(s)|
Name of each exchange on which
|Common stock: Par value $.001||AQMS||Nasdaq Capital Market|
Item 1.01 Entry into a Material Definitive Agreement
On June 5, 2020, Aqua Metals, Inc. (“Company”) entered into an At The Market Issuance Sales Agreement (“Sales Agreement”) with B. Riley FBR, Inc. (“Agent”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock (“Common Stock”), to or through the Agent as its sales agent. The Company has filed a prospectus supplement pursuant to the Sales Agreement for the offer and sale of its Common Stock having an aggregate offering price of up to $10,000,000.
Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-235238) and an applicable prospectus supplement, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“Act”). Subject to the terms and conditions of the Sales Agreement, the Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Act. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of three percent (3%) of the gross sales proceeds of any Common Stock sold through the Agent under the Sales Agreement, and also has provided the Agent with certain indemnification rights. The Company will also reimburse the Agent for certain specified expenses in connection with entering into the Sales Agreement up to a maximum of $50,000.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this report:
|Exhibit Number||Exhibit Description||Method of Filing|
|1.1||At The Market Issuance Sales Agreement between B. Riley FBR, Inc. and Aqua Metals, Inc.||Filed Electronically herewith|
|5.1||Opinion of Greenberg Traurig, LLP||Filed Electronically herewith|
|23.1||Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)||Filed Electronically herewith|
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.
|AQUA METALS, INC.|
|Dated: June 5, 2020||/s/ Stephen Cotton|
|President and Chief Executive Officer|