Securities Registration: Employee Benefit Plan (s-8)
August 18 2020 - 5:23PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 18, 2020
Registration
No. ______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
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
or other jurisdiction of
incorporation
or organization)
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|
(I.R.S.
Employer
Identification
No.)
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2500
Peru Dr.
McCarran,
Nevada
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|
89437
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(Address
of Principal Executive Offices)
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|
(Zip
Code)
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2019
Stock Incentive Plan
(Full
title of the plan)
Stephen
Cotton
Chief Executive Officer
2500 Peru Dr.
McCarran, Nevada 89437
(Name and address of agent for service)
(775)
525-1936
(Telephone
number, including area code, of agent for service)
Copy
to:
Daniel
K. Donahue
Greenberg
Traurig, LLP
18565
Jamboree Road, Suite 500
Irvine,
California 92612
(949)
732-6500
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. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [X]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
|
|
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 7(a)(2)(B) of the Securities Act.[X]
CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
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|
Amount to be
Registered (1)
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|
Proposed Maximum
Offering
Price per Share
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Proposed Maximum
Aggregate Offering
Price
|
|
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Amount of
Registration Fee
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|
Common Stock
|
|
7,000,000 shares
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(2)
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$
|
1.01
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(3)
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|
$
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7,070,000
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(3)
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$
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917.69
|
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(1)
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In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement includes an indeterminate number of additional
shares which may be offered and sold as a result of anti-dilution provisions described
in the above-referenced plan.
|
(2)
|
Represents
shares of Registrant’s common stock that were added to its 2019 Stock Incentive
Plan on May 19, 2020.
|
(3)
|
Estimated
solely for the purpose of calculating the amount of the registration fee and calculated
pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act.
|
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by Aqua Metals, Inc (the “Company”) for the purpose of registering
an additional 7,000,000 shares of the Company’s Common Stock that became reserved for issuance as a result of stockholder
approval on May 19, 2020. These additional shares of the Company’s Common Stock are securities of the same class as other
securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the
“Commission”) on June 14, 2019 (File No. 333-232148). Pursuant to General Instruction E to Form S-8, this Registration
Statement hereby incorporates by reference the contents of such prior Registration Statement.
Part
II
INFORMATION
REQUIRED
IN
THE REGISTRATION STATEMENT
Item
3.
|
Incorporation
of Certain Documents by Reference
|
The
following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:
|
(a)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed on March 11, 2020, including portions of the Company’s Proxy Statement
on Schedule 14A, filed on April 16, 2020, to the extent incorporated by reference into
such Annual Report on Form 10-K;
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|
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which
was filed on April 30, 2020;
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|
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(c)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which
was filed on August 4, 2020;
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(d)
|
The
Company’s Current Reports on Form 8-K filed on January 22, 2020, March 30, 2020,
April 14, 2020, April 20, 2020, May 20, 2020, June 5, 2020 and July 1, 2020 (in each
case excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such
Current Report on Form 8-K unless otherwise indicated therein);
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|
|
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(e)
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The
description of the Company’s common stock in its Form 8-A12B, which was filed on
July 24, 2015, and any amendments or reports filed for the purpose of updating this description;
and
|
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|
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(f)
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All
reports and other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold.
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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 of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of McCarran, Nevada on August 18, 2020.
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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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POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Stephen Cotton and Judd Merrill, and each of them, as such
person’s true and lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such
person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post
effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 18, 2020 by the following
persons in the capacities indicated.
Signature
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Title
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/s/ Stephen Cotton
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Stephen Cotton
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President, Chief
Executive Officer and Director (Principal Executive Officer)
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/s/ Judd Merrill
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Judd Merrill
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Chief Financial
Officer (Principal Financial and Accounting Officer)
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/s/ S. Shariq Yosufzai
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Vincent L. Divito
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Chairman of the
Board
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/s/ Vincent L. DiVito
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Vincent L. DiVito
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Director
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