Current Report Filing (8-k)
August 28 2017 - 9:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 25, 2017
AQUA
METALS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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|
001-37515
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47-1169572
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1010
Atlantic Avenue
Alameda,
California 94501
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(Address of principal
executive offices)
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(510)
479-7635
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(Registrant’s
telephone number, including area code)
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(Former name or former
address, if changed since last report)
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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.
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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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 ☒
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. ☒
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Adoption
of Officer and Director Share Purchase Plan
On
August 25, 2017, the Board of Directors of Aqua Metals, Inc. (the “Company”) approved, effective as of August
18, 2017, an Officer and Director Share Purchase Plan (the “Plan”), which allows executive officers and directors
of the Company to purchase shares of the Company’s common stock at fair market value in lieu of salary or, in the case of
directors, director fees. Eligible individuals may voluntarily participate in the Plan by authorizing payroll deductions or, in
the case of directors, deductions from director fees for the purpose of purchasing Company common shares. Elections to participate
in the Plan may only be made during open trading windows under the Company’s insider trading policy when the participant
does not otherwise possess material non-public information concerning the Company. The Board of Directors has authorized 250,000
shares to be made available for purchase by officers and directors under the Plan.
The
foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
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Exhibits
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Method Filing
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The
following exhibit is filed with this report:
Exhibit
10.1
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Aqua
Metals, Inc. Officer and Director Share Purchase Plan
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Incorporated
by reference from the Company’s Registration Statement on Form S-8 filed with the SEC on August 25, 2017
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SIGNATURES
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.
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AQUA METALS, INC.
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Dated: August 25, 2017
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/s/
Mark Weinswig
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Mark Weinswig,
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Chief Financial Officer
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