Quarterly report [Sections 13 or 15(d)]

Note 11 - Stockholders' Equity

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Note 11 - Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Equity [Text Block]

11. Stockholders’ equity

 

At-the-Market (“ATM”) Offering Program

 

On August 22, 2024, the Company filed a prospectus supplement under its effective shelf registration statement on Form S- 3 authorizing an At-the-Market (“ATM”) offering program for the sale of up to $30,000,000 of the Company’s common stock and later increased to $50,000,000. Under the ATM Sales Agreement with The Benchmark Company, LLC (“Benchmark”), acting as sales agent, the Company   may offer and sell shares of its common stock from time to time in transactions that are deemed to be “at-the-market” offerings as defined in Rule  415(a)( 4) of the Securities Act of  1933, as amended. Benchmark is entitled to compensation at a rate of 2.5% of the gross proceeds from each sale of common stock under the Sales Agreement. The Company has also agreed to provide customary indemnification and contribution to Benchmark with respect to certain liabilities, including liabilities under the Securities Act. During three months ended March 31, 2026, the Company sold 198,780 shares of common stock under the ATM program for net proceeds of approximately $1,295,000, after deducting sales commissions and offering costs. 

 

As of December 31, 2025, the Company is subject to the limitations of Form S-3 (the "baby shelf" rules), which limit the amount of securities it  may offer and sell pursuant of its Form S-3 registration statement. However, in March 2026, the staff of the SEC issued interpretive guidance indicating that a company that filed a prospectus supplement for an at-the-market offering while eligible to use Form S-3 pursuant to General Instruction I.B.1 may continue to offer and sell securities covered by such prospectus supplement following a Section 10(a)(3) update, even if the company subsequently becomes subject to the limitations of General Instruction I.B.6. As of  March 31, 2026, $48,600,000 remains available for issuance under the ATM program.

 

Equity Line of Credit and Derivative

 

On May 15, 2025, the Company entered into an equity purchase agreement granting it the right, but not the obligation, to sell up to $10,000,000  of common stock to Lincoln Park Capital Fund, LLC over 24 months, at a discounted purchase price. On June 6, 2025, the Company registered 177,283 shares of common stock that the Company may elect to issue and sell under the ELOC. Additionally, on July 22, 2025, the Company’s shareholders voted to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of up to $10,000,000 of common stock under the ELOC. Sales under the agreement are solely at the Company’s election and subject to various additional limitations, including pricing formulas, volume caps, and ownership percentage restrictions. The contract was concluded to be a purchased put option equity derivative which does not meet the indexation guidance for the scope exception for contracts in a company’s own equity under ASC 815‑40. As the shares are sold at fair value less a discount the Company has concluded the derivative asset does not have material fair value.

 

However, pursuant to the securities purchase agreement entered into in connection with the Company’s  October 2025 registered direct offering, the Company is restricted from entering into certain variable rate transactions, which  may limit the Company’s ability to utilize the Lincoln Park facility for a period of twelve months following the closing of that transaction. The Company  may issue additional shares under the facility in the future, subject to the terms of the agreement and applicable registration requirements.

 

Shares issued

 

During the three months ended March 31, 2026, the Company issued 28,106 shares of common stock upon vesting of Restricted Stock Units ("RSUs") granted by the Company to management and employees, including 10,413 of reissued treasury stock. We withheld 11,792 shares to satisfy approximately $56,000 of employees’ tax obligations during the three months ended March 31, 2026. We treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs in a similar manner as common stock repurchases and reported as treasury stock. 

 

During the three months ended March 31, 2026, the Company issued 4,349 shares of common stock upon vesting of RSUs granted to Board members.

 

During the three months ended  March 31, 2025, the Company issued 5,835 shares of common stock upon vesting of Restricted Stock Units ("RSUs") granted by the Company to management and employees, including 2,942 of reissued treasury stock. We withheld 2,648 shares to satisfy approximately $67,000 of employees’ tax obligations during the three months ended  March 31, 2025. We treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs in a similar manner as common stock repurchases and reported as treasury stock. 

 

During the three months ended  March 31, 2025, the Company issued 335 shares of common stock upon vesting of RSUs granted to Board members.

 

During the three months ended  March 31, 2025, the Company issued 59,648 shares of common stock pursuant to the at the market issuance sales agreement for net proceeds of $1,214,000.

 

Stock-based compensation

 

The stock-based compensation expense was allocated as follows (in thousands):

 

   

Three Months Ended March 31,

  
   

2026

    

2025

  

Plant operations

   $ 1     $ 8  

Research and development cost

     32       38  

General and administrative expense

     417       655  

Total

   $ 450     $ 701  

 

2019 Stock Incentive Plan

 

In 2019, our board of directors adopted the Aqua Metals, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). Initially, 140,000 shares of common stock were authorized for issuance under the 2019 Plan. Subsequently, on July 22, 2025, 260,000 shares of common stock were authorized and added to the plan, bringing the total shares authorized for issuance under the 2019 Plan to 400,000 shares. The 2019 Plan provides for the following types of stock-based awards: incentive stock options; non-statutory stock options; restricted stock; restricted stock units, or RSUs; and performance stock units, or PSUs. The 2019 Plan, under which options  may be granted to employees and directors under incentive and non-statutory agreements, requires that the option price may not be less than the fair value of the stock at the date the option is granted. Option awards are exercisable until their expiration, which may not exceed 10 years from the grant date. 

 

   

Number of Shares

    

Number of

    

Number of

  
   

Available for

    

PSUs

    

RSUs

  
   

Grant

    

Outstanding

    

Outstanding

  

Balances, December 31, 2025

     37,749       11,878       235,600  

Granted

     (53,385 )     —       53,385  

Released

     —       —       (32,455 )

Forfeited

     19,032       (11,878 )     (7,154 )

Returned to Plan

     11,792       —       —  

Balances, March 31, 2026

     15,188       —       249,376  

 

Restricted stock units

 

During the first quarter of 2026, the Company granted 53,385 RSUs to employees, all of which were subject to vesting, with a grant date fair value of $296,000. The shares vest in six equal semi-annual installments over a three-year period.

 

During the first quarter of 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 recognized approximately $121,000 remaining unamortized compensation expense associated with the cancelled PSUs.