On February 6, 2026, the Company entered into a non-binding term sheet (the “Term Sheet”) with Lion Energy, LLC (“Lion Energy”) and certain of its members, setting forth the principal terms under which the Company intends to acquire all of the issued and outstanding equity interests of Lion Energy, subject to negotiation and execution of a definitive acquisition agreement and the satisfaction of specified closing conditions. Under the Term Sheet, the total consideration payable at closing would not exceed $94.9 million and is contemplated to consist of (i) $4.1 million of cash and other consideration representing the Company’s prior investment in Lion Energy, (ii) approximately $25.8 million of Aqua Metals common stock and, if applicable, preferred stock subject to negotiated ownership caps, and (iii) up to $65 million of contingent earn-out consideration based on Lion Energy’s revenue and EBITDA over a 12-month performance period following closing. The number of shares to be issued as equity consideration at closing would be determined by dividing $25.8 million by the volume-weighted average price of the Company’s common stock over the 20 trading days preceding the closing date, subject to negotiated ownership limitations under the Term Sheet. 

The proposed transaction remains subject to customary conditions, including completion of satisfactory due diligence, negotiation and execution of a definitive acquisition agreement, the closing of an asset-based credit facility or similar financing, execution of supply and offtake agreements, Nasdaq approval of the shares to be issued, and receipt of required board and stockholder approvals. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be completed on the anticipated timeline or at all. 

Additionally, on February 6, 2026, we entered into a Subordinated, Last Out Participation Agreement pursuant to which we purchased a fully subordinated participation interest in Lion Energy’s existing senior secured credit facility in the amount of $4,069,000. We funded this participation through $2,000,000 in cash and $2,069,000 of notes receivable previously outstanding to Lion Energy, LLC. The participation interest is secured by Lion Energy’s assets; however, it is fully subordinated to the senior obligations under the facility and provides limited rights, and we bear the economic risk of our participation.

On January 7, 2026, the NEOs voluntarily agreed to forfeit and cancel all outstanding PSUs previously granted under the Company’s 2019 Stock Incentive Plan. In accordance with ASC 718, Compensation—Stock Compensation, the Company expects to recognize $121,000 remaining unamortized compensation expense associated with the cancelled PSUs on the cancellation date in the first quarter of 2026.