Annual report pursuant to Section 13 and 15(d)

Subsequent Events

Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

The Company has evaluated subsequent events through the date which the consolidated financial statements were available to be issued.

2019 Public Offering
On January 21, 2019, the Company completed a public offering of 5,175,000 shares of its common stock, at the price of $1.90 per share, for gross proceeds of $9.8 million. After the payment of underwriter discounts and offering expenses, the Company received net proceeds of approximately $9.1 million.

Payment of outstanding convertible debt
On January 24, 2018, the Company repaid Interstate Batteries the outstanding principal and interest on the convertible debt in the amount of $6.7 million. In connection with the payoff, the Company amortized the remaining discount on the note of $2.6 million and remaining deferred financing expenses of $20,000 to interest expense.

Alameda, California sublease agreement
The Company entered into a sublease agreement dated as of February 4, 2019 for the Alameda facility. The term of the sublease commences on February 1, 2019 and ends on May 1, 2022. Total base rent payable by the sublessee through the end of the term of the sublease is approximately $1.5 million.

Equity awards
In January 2019, the Company granted 748,531 options and RSUs to employees and directors primarily in connection the Company's 2018 short-term and long-term incentive programs.

Operations, Management and Maintenance contract
On February 27, 2019, the Company entered into an Operations, Maintenance and Management Agreement ("Agreement") with Veolia North America Regeneration Services, LLC ("Veolia") pursuant to which Veolia will provide operational, maintenance and managerial services in regard to the Company’s AquaRefining facility located at the Trans-Reno Industrial Complex outside of McCarran, Nevada ("TRIC").

The Agreement has a minimum term of two (2) years and upon the expiration of the initial term the Agreement automatically extends for an additional one-year period unless either party delivers its written notice of termination no later than 180 days’ prior the end of the then current term. Either party may terminate the Agreement on ten days’ prior written notice in the event of breach by the other party that goes uncorrected during the notice period. Veolia may terminate the Agreement for any reason during the first six months of the Agreement and may also terminate the Agreement in the event of the Company’s failure to provide certain funding and support to the AquaRefining facility at TRIC. The Agreement contains representations, warranties and indemnities that are customary to commercial agreements of this nature.

Pursuant to the Agreement, the Company and Veolia have agreed to enter into good faith negotiations for a longer-term version of the Agreement that will provide for Veolia’s management and operation of the TRIC facility for a ten-year term. The parties have agreed to commence negotiations no later than April 1, 2020 and to use their good faith commercial best-efforts to conclude negotiations by September 30, 2020.

In consideration of the services to be provided by Veolia under the Agreement, the Company has agreed to issue to Veolia a total of 2,350,000 shares of its common stock in eight quarterly installments of 293,750 shares. Each installment is subject to weighted average antidilution adjustments in the event of the Company’s sale of common shares for cash consideration during the preceding quarterly period at a price less than $2.41 per share. In addition, the number of shares to be issued in each installment shall be capped at the current market value of $1.25 million based on the volume weighted average price of the Company’s shares over the 20 trading days preceding the date for issuance of such installment. The Company has also agreed to issue to Veolia, on the one-year anniversary of the Agreement, warrants to purchase an additional 2,000,000 shares of its common stock at an exercise price of $5.00 per share and, on the second anniversary of the Agreement, warrants to purchase an additional 2,000,000 shares of its common stock at an exercise price $7.00 per share. The warrants will have a term of ten years from the date of issuance.