aqms20220729

aqms20220729_8k.htm

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 1, 2022

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)

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. ☐

Securities registered pursuant to Section 12(b)of the Act:

Title of each class

Common stock: Par value $.001

Trading Symbol(s)

AQMS

Name of each exchange on which registered

Nasdaq Capital Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 29, 2022, the Board of Directors (“Board”) of Aqua Metals, Inc, acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee, appointed Dave Kanen to the Board.

David founded Kanen Wealth Management in 2016 and has 34 years of investment experience. From 1988 to 2012, Dave worked for several brokerage firms as both an institutional and retail advisor. From 1992 to 2004, Mr. Kanen worked as a wealth manager/broker with A.G. Edwards & Sons, Inc., where he served both retail and institutional clients, including hedge funds, that focused on value investing. Dave is the President and Portfolio Manager of Kanen Wealth Management, LLC and Philotimo Fund, L.P. Located in Coral Springs, Florida, the firm provides portfolio construction and market-responsive investment management strategies. Its investment philosophy is rooted in value-based investing. Dave graduated from Jacksonville University with a B.A. in Marketing in 1988.

On August 1, 2022, we issued a press release announcing Mr. Kanen's appointment. 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.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibits	Description
99.1	Press Release dated August 1, 2022
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: August 1, 2022	/s/ Stephen Cotton
	Stephen Cotton,
	President and Chief Executive Officer

Exhibit 99.1

Aqua Metals Appoints David Kanen to Board of Directors

Experienced Investor Joins Board With a

Long-term View to Support Value Creation

Reno, Nev., July 28, 2022 (GLOBE NEWSWIRE) -- Aqua Metals, Inc. (NASDAQ: AQMS) (“Aqua Metals" or the "Company”), which is reinventing metals recycling with its AquaRefining™ technology, today announced that it has named David Kanen, an experienced investor with specific expertise in emerging opportunities, to the Board of Directors, effective immediately.

Kanen currently serves as the managing member of Kanen Wealth Management, a registered investment adviser. Prior to founding Kanen Wealth Management, he held several investment advisory positions over the course of his career, including serving as an independent adviser for Aegis Capital and financial advisor for A.G. Edwards & Sons. Kanen formerly served on the board of directors for BBQ Holdings and U.S. Auto Parts.

“Aqua Metals has a long and successful history with David, as he played a key role in revamping our organizational leadership in 2018 and worked with our current team to build support with institutional investors for two years following the May 2018 leadership change,” commented

Vincent DiVito, Chairman of the Board. “We received important counsel from David in his role as a Board Advisor. Recently, the Board approached David about re-establishing a relationship with Aqua Metals, helping the Company to achieve its stated goals of revolutionizing the lithium-ion recycling industry. We are pleased to again benefit from his network, advice, and long-term support.”

“Helping Aqua Metals achieve its goals with its environmentally and economically superior AquaRefining technologies is personal for me,” commented Mr. Kanen. “I see a path for Steve and the entire team to achieve a leadership position in the ever-increasingly critical battery minerals industry. I am looking forward to contributing my expertise to help the Company achieve sustainable growth, and I believe the Company is at an important inflection point, setting the stage for a transformative period.”

Steve Cotton, President and Chief Executive Officer of Aqua Metals, added, “Dave already understands and appreciates the strength of Aqua Metals management and our entire board of directors. He can hit the ground sprinting, immediately adding value to our business journey, including our interface with the capital markets and our drive to near-term revenue and profitability. I am honored that Dave shares our future vision for growth and value creation and has agreed to join us as a valuable, independent director.”

About Aqua Metals

Aqua Metals, Inc. (NASDAQ: AQMS) is reinventing metals recycling with its patented hydrometallurgical AquaRefining™ technology. Unlike smelting, AquaRefining is a room temperature, water-based process that emits less pollution. The modular Aqualyzers™ cleanly generate ultra-pure metal one atom at a time, closing the sustainability loop for the rapidly growing energy storage economy. The Company’s offerings include equipment supply, services, and licensing of the AquaRefining technology to recyclers across the globe. Aqua Metals is based in Reno, Nevada. 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/channel/UCvxKNWcB69K0t7e337uQ8nQ 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 Aqua Metals Innovation Center, our ability to develop our AquaRefining technologies for the recycling of lithium-ion batteries and the expected benefits of our Innovation Center, the recycling of lithium-ion batteries and our deployment of AquaRefining technology and equipment to our Taiwan partner’s facility. 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 derive the expected benefits from our Aqua Metals Innovation Center; (2) the risk we may not be able to recycle lithium-ion batteries using our AquaRefining process or, if we do, derive the expected benefits from such recycling; (3) the risk that we may experience COVID-19 related delays in deploying equipment and technology to our Taiwan partner; (4) the risk that licensees may refuse or be slow to adopt our AquaRefining process as an alternative to smelting in spite of the perceived benefits of AquaRefining; (5) the risk that we may not realize the expected economic benefits from any licenses we may enter into; (6) the risk that we may not be able to access additional capital, through the sale of our TRIC facilities and equipment or otherwise, as and when needed and (7) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed on February 24, 2022. 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.

Investor Relations

Contact: Robert Meyers, FNK IR

646-878-9204

[email protected]

Public Relations Media

Contact: Ariane Wolff, Warner Communications

978-729-3542

[email protected]