Registration of Additional Securities (up to 20%) (s-3mef)
May 10 2019 - 9:23AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 10, 2019
Registration
No. 333- .
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Aqua
Metals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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47-1169572
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(
State
of incorporation)
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(
I.R.S.
Employer Identification No
.)
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2500
Peru Dr.
McCarran,
NV 89437
(775)
525-1936
(Address
and telephone number of registrant’s principal executive offices)
Stephen
Cotton
Chief Executive Officer
2500 Peru Dr.
McCarran,
NV 89437
(775)
525-1936
(Name,
address and telephone number of agent for service)
Copy
to:
Daniel
K. Donahue
Greenberg
Traurig, LLP
3161
Michelson Drive, Suite 1000
Irvine,
California 92612
(949)
732-6500
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering [X] 333-213501
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registrations statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company (as defined in Rule 12b-2 of the Act):
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Large
accelerated filer [ ]
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Accelerated
filer [X]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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 7(a)(2)(B) of Securities Act. [X]
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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AQMS
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Nasdaq
Capital Market
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CALCULATION
OF REGISTRATION FEE
Title of each class of securities
to be registered
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Proposed Maximum Aggregate
Offering Price
(1)
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Amount of
registration fee
(2)
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Common Stock, par value $0.001 per share
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$
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4,231,315
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$
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513
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(1)
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The
Registrant previously registered securities at an aggregate offering price not to exceed $100,000,000 on a Registration Statement
on Form S-3 (File No. 333-213501), which was declared effective on September 26, 2016, and as supplemented by that certain
prospectus supplement dated May 9, 2019 (the “Prior Registration Statement”). In accordance with Rule 462(b) under
the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum aggregate offering price
of $4,231,315 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to
purchase additional shares, representing no more than 20% of the maximum aggregate offering price of unsold securities under
the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant
to this Registration Statement and the Prior Registration Statement exceed that registered under such registration statements.
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(2)
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Calculated
pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities
listed.
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This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3. This Registration Statement relates
to the shelf registration statement on Form S-3 (File Number 333-213501) (the “Prior Registration Statement”) declared
effective on September 26, 2016 by the Commission, and is being filed for the purpose of registering up to $4,231,315 additional
aggregate dollar amount of shares of the Registrant’s common stock, in one or more offerings, in amounts, at prices and
on terms that the Registrant will determine at the time of the offering and which will be set forth in a prospectus supplement,
which may also add, update or change information contained in this prospectus. The Registrant hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents
filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits
thereto.
PART
II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Reno, Nevada on May 10, 2019.
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Aqua
Metals, Inc.
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By:
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/s/
Stephen Cotton
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Stephen
Cotton
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 10, 2019 by the following
persons in the capacities indicated.
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Signature
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Title
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/s/
Stephen Cotton
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President,
Chief Executive Officer and Director (Principal Executive Officer)
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Stephen
Cotton
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/s/
Judd Merrill
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Chief
Financial Officer (Principal Financial and Accounting Officer)
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Judd
Merrill
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/s/
S. Shariq Yosufzai
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Chairman
of the Board
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S.
Shariq Yosufzai
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/s/
Vincent L. DiVito
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Director
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Vincent
L. DiVito
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/s/
Gayle Gibson
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Director
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Gayle
Gibson
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/s/
Mark Stevenson
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Director
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Mark
Stevenson
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/s/
Sushil Kapoor
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Director
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Sushil
Kapoor
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