Current Report Filing (8-k)
May 10 2019 - 10:10AM
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): May 9, 2019
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
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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2500
Peru Dr.
McCarran,
Nevada 89437
(Address
of principal executive offices)
(775)
525-1936
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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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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 [X]
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. [X]
Securities
registered pursuant to Section 12(b)of the Act:
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 $.001
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AQMS
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Nasdaq
Capital Market
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Item
1.01 Entry into a Material Definitive Agreement.
On
May 10, 2019, Aqua Metals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters thereto (the
“Underwriters”), relating to an underwritten public offering of 11,000,000 shares (the “Shares”)
of the Company’s common stock, $0.001 par value. All of the Shares are being sold by the Company. The offering price to
the public is $2.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the
Underwriting Agreement at a price of $1.87 per share. Under the terms of the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to an additional 1,650,000 shares of its common stock.
The
Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to
closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in
respect of these liabilities.
The
Shares will be issued pursuant to a Registration Statement on Form S-3 that the Company filed with the Securities and Exchange
Commission, which became effective on September 26, 2016 (File No. 333-213501) and a registration statement on Form S-3 previously
filed pursuant to Rule 462(b) of the Securities Act, which became effective upon filing on May 10, 2019 (File No. 333-231355).
A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. The closing of the
offering is expected to take place on or about May 14, 2019, subject to the satisfaction of customary closing conditions.
A
copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description
of the material terms of the Underwriting Agreement do not purport to be complete and is qualified in its entirety by reference
to such exhibit.
A
copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Shares is attached hereto as Exhibit 5.1.
Item
8.01 Other Events.
The
Company issued a press release on May 9, 2019 announcing the launch of the public offering and a press release on May 10, 2019
announcing the pricing of the public offering. The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively,
and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
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:
May 10, 2019
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/s/
Stephen Cotton
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Stephen
Cotton
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President
and Chief Executive Officer
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