false 0001621832 0001621832 2023-11-08 2023-11-08
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): November 8, 2023
 
 
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
001-37515
47-1169572
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
(Address of principal executive offices)
 
(775) 446-4418
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b)of the Act:
 
Title of each class 
Trading Symbol(s)
Name of each exchange on which registered
Common stock: Par value $.001
AQMS
Nasdaq Capital Market
 
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.
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 
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 2.02       Results of Operations and Financial Condition
 
On November 8, 2023 Aqua Metals, Inc. issued a press release announcing its operational and financial results for the third quarter of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.
 
Item 9.01       Financial Statements and Exhibits.
 
The following exhibits are being filed herewith:
 
Exhibits
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
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.
 
 
     AQUA METALS, INC.
 
     
Dated: November 8, 2023
/s/ Judd Merrill
 
 
Judd Merrill
 
 
Chief Financial Officer
 
 
 
 
 

 

 

 

 Exhibit 99.1

 

 

aqualogo.jpg

 

 

Aqua Metals Strengthens Balance Sheet and Secures Strategic Investment and Partnerships During Third Quarter of 2023

 

Receives recognition for sustainability innovation and partnership validation of lithium battery recycling solution

 

RENO, Nev., November 8, 2023 (GLOBE NEWSWIRE) -- Aqua Metals, Inc. (NASDAQ: AQMS) (“Aqua Metals" or the "Company”), a pioneer in sustainable lithium battery recycling, today announced financial results and provided a business update for the third quarter ended September 30, 2023.

 

Third Quarter and Recent Highlights:

 

 

Bolstered financial strength with successful balance sheet transactions, including an equity raise, and strategic investment and partnership with Yulho Co., Ltd., which provided $25 million in gross proceeds.

 

 

Supplied Dragonfly Energy with battery-grade, sustainably recycled lithium hydroxide, which was used to manufacture a successfully cycle-tested lithium-based battery cell.

 

 

Advanced the ongoing strategic partnership with 6K Energy and signed a multi-part memorandum of understanding (MOU) regarding the companies’ plans for co-located facilities to build the first circular supply chain of critical minerals for lithium battery production in the U.S.

 

 

Completed a lifecycle analysis of the Li AquaRefining process with independent engineering firm ICF International demonstrating the superior environmental performance, cost savings, and waste reductions compared to standard hydrometallurgical battery recycling.

 

 

Company executives attended a trade delegation to Lower Saxony, Germany to explore opportunities for recycling and critical minerals with government leaders and regional companies.

 

 

Aqua Metals received a Leader in Sustainability award from the Economic Development Authority of Western Nevada (EDAWN), along with commendations from U.S. Senator Catherine Cortez-Masto and Representative Mark Amodei, and recognition from NV Lt. Governor Stavros Anthony for the company’s sustainable lithium recycling solution.

 

 

As part of the equity investment and partnership with Yulho, Steve Cotton has joined the board of Yulho and Dr. Sung Yi has joined the board of Aqua Metals. Dr. Sung Yi brings 30 years of experience in battery and fuel cell engineering and currently serves as Professor Emeritus for Chemical Engineering and Collaboration Professor for Battery Engineering at Hanyang University, Seoul, South Korea.

 

“Aqua Metals continues to solidify its standing as a forerunner in sustainable lithium battery recycling in North America, with a proven technology, a growing circular supply chain ecosystem and partnerships with key players,” commented Steve Cotton, President and Chief Executive Officer of Aqua Metals. “We have surpassed a number of milestones, substantially strengthened our balance sheet, and based upon the successful recovery of all critical battery metals in our pilot operation, we are progressing the build-out of our first commercial-scale facility – the Sierra ARC (AquaRefining Campus) – where we expect to  be processing up to 10,000 tonnes-per-year of input feedstock equating to roughly 100,000 EV battery packs when at full scale.”

 

Mr. Cotton continued, “Our growing partnership with Dragonfly Energy, resulting in the successful testing of a lithium-based battery cell using our recycled lithium hydroxide, is a tangible testament to our progress towards commercialization. Furthermore, our collaboration with 6K Energy to pioneer the first circular supply chain of critical minerals for lithium battery production in the U.S. underscores our commitment to innovation. Building upon our technological and commercial achievements, we successfully bolstered our balance sheet with strategic and institutional investments that have infused approximately $25 million in gross proceeds, executed with no structure or warrants, fortifying our foundation for further growth and qualifying our balance sheet for our intended further non-dilutive financing through the company’s second USDA loan guarantee for $25 million and/or other rational debt instruments. We believe the closed and expected funding will allow us to see through the completion of Sierra ARC Phase I with the potential to generate up to $60 million in annual revenues based on average metals prices. Recently, the recognition and commendations we've received from entities like EDAWN and distinguished government officials serve as validations of our groundbreaking approach. With a stronger balance sheet and significant strides in commercialization, we believe we're not just leading, but setting new standards for the sustainable future of lithium battery recycling.”

 

1

 

2023 Q3 Financial Results

 

During the third quarter of 2023, Aqua Metals continued to focus on its ability to recycle metals found in lithium-ion batteries. The Company was in limited commercial-scale production during the third quarter of 2023 and provided sample production-representative metals produced to multiple announced and unannounced counterparties and as a result, generated no significant revenue.

 

Plant operations increased by 112.5% during the quarter to approximately $1.8 million compared to approximately $0.8 million in Q3 2022.

 

Research and development decreased approximately 21% compared to the quarter ended September 30, 2022.

 

General and administrative expenses increased approximately 7.8% for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. 

 

For the third quarter 2023, the Company had an operating loss of $4.9 million, compared to an operating loss of $3.9 million for the third quarter 2022. The net loss for the third quarter of 2023 was $4.5 million, or $(0.04) per basic and diluted share, compared to a net loss of $3.9 million, or $(0.05) per basic and diluted share, for the third quarter of 2022.

 

As of September 30, 2023, the Company had $25.6 million in cash and cash equivalents. Total cash provided by operations for the nine months ended September 30, 2023, was $2.2 million, related to the sale of a property located in Tahoe-Reno Industrial Center.

 

Conference Call and Webcast

 

The Company will hold a conference call to discuss results and corporate developments today at 4:30 p.m. ET. Investors can access the live call by dialing 877-407-9708 toll-free or 201-689-8259 for international callers. A live webcast and replay of the earnings conference call will be available via the company website and can be found at https://ir.aquametals.com/ir-calendar. A telephone replay will be available until May 8, 2024, by dialing 877-660-6853 or 201-612-7415 and using pin number 137415427.

 

Additional Resources

 

Learn more about Aqua Metals’ Li AquaRefining Pilot and see updates at www.aquametals.com/pilot-recycling-hub

 

2

 

About Aqua Metals

 

Aqua Metals, Inc. (NASDAQ: AQMS) is reinventing metals recycling with its patented AquaRefining™ technology. The company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. AquaRefining™ is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and minimal waste. Aqua Metals is based in Reno, NV and operates the first sustainable lithium battery recycling facility at the company’s Innovation Center in the Tahoe-Reno Industrial Center.

 

To learn more, please visit www.aquametals.com

 

Aqua Metals Social Media

 

Aqua Metals has used, and intends to continue using, its investor relations website (https://ir.aquametals.com), in addition to its Twitter, LinkedIn and YouTube accounts at https://twitter.com/AquaMetalsInc (@AquaMetalsInc), https://www.linkedin.com/company/aqua-metals-limited and https://www.youtube.com/@AquaMetals respectively, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 

Safe Harbor

 

This press release contains forward-looking statements concerning Aqua Metals, Inc. Forward-looking statements include, but are not limited to, our plans, objectives, expectations and intentions and other statements that contain words such as "expects," "contemplates," "anticipates," "plans," "intends," "believes", "estimates", "potential" and variations of such words or similar expressions that convey the uncertainty of future events or outcomes, or that do not relate to historical matters. The forward-looking statements in this press release include our expectations for our pilot recycling plant, our ability to recycle lithium-ion batteries and the expected benefits of recycling lithium-ion batteries. Those forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially. Among those factors are: (1) the risk that we may not be able to successfully negotiate and conclude a definitive license agreement with Yulho or a pilot facility agreement with 6K, (2) even if we are to conclude a definitive agreements with Yulho and 6K, the risk that we may not achieve the expected benefits from such relationships; (3) the risk that we may not be able to acquire the funding necessary to develop our recently acquired five-acre campus; (4) the risk that we may not be able to develop the recycling facility on the five-acre campus within the expected time or at all; (5) even if we are able to develop the recycling facility, the risk that we may not realize the expected benefits; (6) the risk that licensees may refuse or be slow to adopt our AquaRefining process as an alternative in spite of the perceived benefits of AquaRefining; (7) the risk that we may not realize the expected economic benefits from any licenses we may enter into; and (8) those other risks disclosed in the section "Risk Factors" included in our Quarterly Report on Form 10-Q filed on November 8, 2023. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law.

 

Contact Information:

 

Investor Relations

 

Bob Meyers & Rob Fink

FNK IR

646-878-9204

aqms@fnkir.com

 

Media

 

Jennifer Johnson Avril

Warner Communications

917-982-9012

jennifer@warnerpr.com

Source: Aqua Metals

 

3

 

AQUA METALS, INC.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share amounts)

 

   

September 30, 2023

   

December 31, 2022

 

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 25,598     $ 7,082  

Accounts receivable

    76       12  

Lease receivable

          15,527  

Inventory

    891       278  

Assets held for sale

          47  

Prepaid expenses and other current assets

    172       263  

Total current assets

    26,737       23,209  
                 

Non-current assets

               

Property, plant and equipment, net

    12,387       7,343  

Intellectual property, net

    326       461  

Investment in LINICO

    2,000       2,000  

Other assets

    532       489  

Total non-current assets

    15,245       10,293  
                 

Total assets

  $ 41,982     $ 33,502  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               
                 

Current liabilities

               

Accounts payable

  $ 987     $ 1,075  

Accrued expenses

    2,256       1,780  

Building purchase deposit

          3,250  

Lease liability, current portion

    312       307  

Note payable, current portion

    34       5,899  

Total current liabilities

    3,589       12,311  
                 

Non-current liabilities

               

Lease liability, non-current portion

    38       275  

Note payable, non-current portion

    2,916        

Total liabilities

    6,543       12,586  
                 

Commitments and contingencies (see Note 13)

               
                 

Stockholders’ equity

               

Common stock; $0.001 par value; 200,000,000 shares authorized; 108,200,351 and 107,771,785, shares issued and outstanding as of September 30, 2023, respectively and 79,481,751 shares issued and outstanding as of December 31, 2022

    108       79  

Additional paid-in capital

    249,036       220,114  

Accumulated deficit

    (213,189 )     (199,277 )

Treasury stock, at cost; common shares: 428,566 and nil as of September 30, 2023 and December 31, 2022, respectively

    (516 )      

Total stockholders’ equity

    35,439       20,916  
                 

Total liabilities and stockholders’ equity

  $ 41,982     $ 33,502  

 

4

 

AQUA METALS, INC.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except share and per share amounts)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Product sales

  $ 25     $     $ 25     $ 4  
                                 

Operating cost and expense

                               

Plant operations

    1,770       833       4,316       3,026  

Research and development cost

    389       490       1,359       1,561  

General and administrative expense

    2,815       2,611       8,670       7,615  

Total operating expense

    4,974       3,934       14,345       12,202  
                                 

Loss from operations

    (4,949 )     (3,934 )     (14,320 )     (12,198 )
                                 

Other income and (expense)

                               

Gain on disposal of property, plant and equipment

          5       23       595  

Interest expense

    (87 )     (9 )     (518 )     (22 )

Interest and other income

    489       53       903       166  
                                 

Total other income, net

    402       49       408       739  
                                 

Loss before income tax expense

    (4,547 )     (3,885 )     (13,912 )     (11,459 )
                                 

Income tax expense

                      (2 )
                                 

Net loss

  $ (4,547 )   $ (3,885 )   $ (13,912 )   $ (11,461 )
                                 

Weighted average shares outstanding, basic and diluted

    101,617,856       77,402,763       89,103,988       74,871,423  
                                 

Basic and diluted net loss per share

  $ (0.04 )   $ (0.05 )   $ (0.16 )   $ (0.15 )

 

 

5
v3.23.3
Document And Entity Information
Nov. 08, 2023
Document Information [Line Items]  
Entity, Registrant Name AQUA METALS, INC.
Document, Type 8-K
Document, Period End Date Nov. 08, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-37515
Entity, Tax Identification Number 47-1169572
Entity, Address, Address Line One 5370 Kietzke Lane, Suite 201
Entity, Address, City or Town Reno
Entity, Address, State or Province NV
Entity, Address, Postal Zip Code 89511
City Area Code 775
Local Phone Number 446-4418
Title of 12(b) Security Common stock
Trading Symbol AQMS
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001621832

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