8-K
Aqua Metals, Inc. (AQMS)
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 8, 2025
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 May 8, 2025 Aqua Metals, Inc. issued a press release announcing its operational and financial results for the first quarter of 2025. 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 | Press Release dated May 8, 2025 |
| 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: May 8, 2025 | /s/ Judd Merrill |
| Judd Merrill | |
| Chief Financial Officer |
ex_757734.htm
Exhibit 99.1
Aqua Metals Expands Product Platform with Advancements in Nickel, MHP, and LFP Recycling; Reports First Quarter 2025 Results
RENO, Nev., May 8, 2025 — **** Aqua Metals (NASDAQ: AQMS), an innovator in domestic critical minerals refining, AquaRefining, today reported financial results for the first quarter ended March 31, 2025, and highlighted major technology and product development milestones that advance the Company’s mission to build a low-cost resilient battery supply chain in the United States.
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First Quarter and Recent Highlights: Delivering New Products and Technologies
Aqua Metals has made significant strides toward commercial readiness, building on its AquaRefining™ platform to meet the evolving needs of the lithium battery industry:
| ● | **Product Line Expansion:**Produced initial samples of nickel carbonate and mixed hydroxide precipitate (MHP) aligned with potential downstream partners’ requirements, unlocking new revenue opportunities and meeting customer specifications for battery-grade precursors. |
|---|---|
| ● | **LFP Recycling Breakthrough:**Completed bench-scale demonstration and engineering analysis for lithium recovery from lithium iron phosphate (LFP) batteries—poised to become the dominant battery chemistry for EV and stationary storage applications. The Aqua Metals process can take 50% nickel manganese cobalt (NMC) input and 50% LFP input and effectively double lithium carbonate output, improving the economic model. |
| --- | --- |
| ● | **Purity & Performance Advancement:**Continued refining high-purity lithium carbonate production process to meet rigorous customer specifications and position Aqua Metals as a preferred partner in domestic lithium production. |
| --- | --- |
“These developments show our technology and operations continue to evolve based on market needs—we're building what we believe to be the most adaptable, forward-looking battery recycling platform in the country,” said Steve Cotton, President and CEO of Aqua Metals. “As the market shifts, we are innovating in lockstep, preparing to meet demand with flexible, high-performance solutions.”
Strategic Site Optimization
To align capital deployment with the current market environment - marked by persistently low lithium prices and cautious capital markets - Aqua Metals has entered into contract to sell the current Sierra ARC property. The move retires all debt and produces significant cash proceeds while also reducing holding costs by approximately $100,000 per month. This decision adds meaningful cash reserves and runway, allowing the Company to evaluate more cost-efficient locations for future development. Aqua Metals is working closely with prospective strategic materials and financial partners to explore co-location opportunities near feedstock and offtake sources, which could offer significantly lower CAPEX and OPEX.
“By proactively managing our footprint to current market conditions, we’re adding the additional resilience the business needs with the long game in mind—maximizing flexibility, minimizing cost, and maintaining focus on execution,” said Cotton.
The Company remains committed to constructing its first commercial ARC and is actively working with multiple potential supply, off-take, and funding partners to determine the optimal timing and location.
Strengthening Financial Leadership
In a planned transition, Judd Merrill will transition from his role as CFO on May 16, continuing in a consulting role through August of 2025. Eric West, formerly Aqua Metals’ Vice President of Finance, will step into the role of Chief Financial Officer effective May 19.
“We thank Judd for his years of service and leadership—his experience and dedication have been invaluable during a transformative period for Aqua Metals,” said Cotton. “We’re excited to welcome Eric into the role, continuing the strong collaboration between operations and finance as we build toward commercial scale.”
Merrill added, “It has been a privilege to be part of Aqua Metals’ journey, and I’m proud of the team’s accomplishments to date and the vision we’ve built. Having worked with Eric for 6 years at Aqua Metals and several years prior at another company, I have full confidence in Eric’s ability to take the CFO helm and look forward to supporting a seamless transition.”
West, who will join the Company’s May 8^th^ earnings call alongside Cotton and Merrill, commented, “I’m honored to take on this new role. I’ve seen firsthand the strength of the technology and team, and I’m committed to helping drive our next phase of development as a leader in lithium battery recycling.”
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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 conference call at https://event.webcasts.com/aqms or from the investor relations section of the Company’s website at https://ir.aquametals.com/. Alternatively, interested parties can access the audio call by dialing 888-428-7458 (toll-free) or 862-298-0702 (international).
Following the conclusion of the live event, a replay will be available by dialing 877-660-6853 (toll-free) or 201-612-7415 (international) and using passcode 13753480. The webcast replay will also be available in the investor relations section of the Aqua Metals website.
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, Threads, LinkedIn and YouTube accounts at https://twitter.com/AquaMetalsInc (@AquaMetalsInc), https://www.threads.net/@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 and commercial-scale recycling plants, our acquisition of the necessary funding to fully develop the Sierra ARC facility, our ability to recycle lithium-ion batteries on a scaled and economically efficient basis 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, including, but not limited to, (1) the risk that we may not be able to successfully acquire the funding necessary to develop our Sierra ARC facility, (2) even if we are to able acquire the necessary funding, the risk we may not be able to successfully develop the Sierra ARC facility or realize the expected benefits from such facility; (3) the risk that we may not be able to acquire the funding necessary to maintain our current level of operations; and (4) those risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed on March 28, 2024. 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
David Regan
Aqua Metals
415-336-3553
david.regan@aquametals.com
Source: Aqua Metals
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AQUA METALS, INC.
Condensed Consolidated Balance Sheets - Unaudited
(in thousands, except share and per share amounts)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,589 | $ | 4,079 | ||
| Note receivable - LINICO | — | 100 | |||
| Accounts receivable | 128 | — | |||
| Inventory | 245 | 251 | |||
| Prepaid expenses and other current assets | 257 | 214 | |||
| Total current assets | 2,219 | 4,644 | |||
| Non-current assets | |||||
| Property, plant and equipment, net | 11,109 | 16,473 | |||
| Intellectual property, net | 128 | 146 | |||
| Other assets | 4,609 | 5,102 | |||
| Total non-current assets | 15,846 | 21,721 | |||
| Total assets | 18,065 | $ | 26,365 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 788 | $ | 1,227 | ||
| Accrued expenses | 2,812 | 3,130 | |||
| Lease liability, current portion | 296 | 289 | |||
| Notes payable related-party, current portion | 3,223 | 306 | |||
| Note payable, current portion | 45 | 3,230 | |||
| Total current liabilities | 7,164 | 8,182 | |||
| Non-current liabilities | |||||
| Lease liability, non-current portion | 368 | 446 | |||
| Warrant liability | 1,002 | 1,493 | |||
| Total liabilities | 8,534 | 10,121 | |||
| Commitments and contingencies (see Note 13) | |||||
| Stockholders’ equity | |||||
| Common stock; 0.001 par value; 300,000,000 shares authorized; 8,389,025 and 8,362,549, shares issued and outstanding as of March 31, 2025, respectively and 7,760,255 and 7,730,836 shares issued and outstanding as of December 31, 2024, respectively | 8 | 8 | |||
| Additional paid-in capital | 265,675 | 264,198 | |||
| Accumulated deficit | (256,085 | ) | (247,770 | ) | |
| Treasury stock, at cost; common shares: 26,476 and 29,419 as of March 31, 2025 and December 31, 2024, respectively | (67 | ) | (192 | ) | |
| Total stockholders’ equity | 9,531 | 16,244 | |||
| Total liabilities and stockholders’ equity | 18,065 | $ | 26,365 |
All values are in US Dollars.
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AQUA METALS, INC.
Condensed Consolidated Statements of Operations - Unaudited
(in thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating cost and expense | ||||||
| Plant operations | $ | 724 | $ | 2,209 | ||
| Research and development cost | 336 | 588 | ||||
| Impairment expense | 5,247 | — | ||||
| General and administrative expense | 2,376 | 2,995 | ||||
| Total operating expense | 8,683 | 5,792 | ||||
| Loss from operations | (8,683 | ) | (5,792 | ) | ||
| Other income and (expense) | ||||||
| Interest expense | (403 | ) | (106 | ) | ||
| Interest and other income | 280 | 146 | ||||
| Change in fair value of warrant liability | 491 | — | ||||
| Total other income, net | 368 | 40 | ||||
| Net loss | $ | (8,315 | ) | $ | (5,752 | ) |
| Weighted average shares outstanding, basic and diluted | 8,095,716 | 5,502,730 | ||||
| Basic and diluted net loss per share | $ | (1.03 | ) | $ | (1.05 | ) |
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