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): April 17, 2020
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
|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)|
Securities registered pursuant to Section 12(b)of the Act:
Title of each class
Common stock: Par value $.001
Name of each exchange on which registered
Nasdaq Capital Market
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.
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o 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
|Item 3.01.||Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.|
As previously reported, on January 15, 2020, Aqua Metals, Inc. (the “Company”) received a letter (the “Letter”) from the Nasdaq Stock Market, LLC (the “Nasdaq”). The Letter notified the Company that it had fallen below compliance with respect to the continued listing standard set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules because the closing bid price of the Company’s common stock over the previous 30 consecutive trading-day period had fallen below $1.00 per share. Pursuant to the Letter and Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the Company originally had 180 days from the date of the Letter, or until July 13, 2020, to regain compliance with the minimum bid price requirement in Rule 5550(a)(2) by achieving a closing bid price for the Company’s common stock of at least $1.00 per share over a minimum of 10 consecutive business days.
On April 17, 2020, the Company received a second letter from the Nasdaq stating that due to extraordinary market conditions, the Nasdaq has determined, effective as of April 16, 2020, to toll the compliance periods for the minimum bid price requirement in Rule 5550(a)(2) through June 30, 2020. As a result, since the Company had 88 calendar days remaining in its bid price compliance period as of April 16, 2020, it will, upon reinstatement of minimum bid price requirement, still have 88 calendar days from July 1, 2020, or until September 28, 2020, to regain compliance.
If the Company does not regain compliance with Rule 5550(a)(2) by September 28, 2020, the Company may be eligible for additional time to regain compliance, subject to the Company’s compliance with the Nasdaq’s continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and the Company’s provision of certain undertakings to the Nasdaq. However, there can be no assurance that the Company will be afforded additional time to regain compliance with the minimum bid price requirement following September 28, 2020. If the Company is unable to regain compliance with Nasdaq Listing Rule 5550(a)(2) in a timely manner, the Nasdaq will commence suspension and delisting procedures.
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: April 20, 2020||/s/ Judd Merrill|
|Chief Financial Officer|