Aqua Metals Enters Material Agreement, Reports Equity Sales
Ticker: AQMS · Form: 8-K · Filed: Dec 23, 2024 · CIK: 1621832
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: AMTA
TL;DR
AMTA signed a big deal and sold stock, watch for obligations and dilution.
AI Summary
Aqua Metals, Inc. entered into a Material Definitive Agreement on December 18, 2024, which also created a direct financial obligation for the registrant. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and the financial obligation are not provided in this excerpt.
Why It Matters
This filing indicates new financial commitments and potential dilution from equity sales, which could impact the company's financial standing and shareholder value.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and a direct financial obligation, which introduces financial risk, alongside unregistered equity sales that can cause dilution.
Key Players & Entities
- Aqua Metals, Inc. (company) — Registrant
- December 18, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement entered into by Aqua Metals, Inc. on December 18, 2024?
The provided excerpt does not specify the details of the Material Definitive Agreement.
What is the direct financial obligation created for Aqua Metals, Inc. as a result of the agreement?
The excerpt states that a direct financial obligation was created but does not provide specific details about its nature or amount.
What were the terms of the unregistered sales of equity securities reported by Aqua Metals, Inc.?
The filing mentions unregistered sales of equity securities but does not provide details on the number of shares, price, or terms.
What is the company's principal executive office address?
The principal executive offices are located at 5370 Kietzke Lane, Suite 201, Reno, Nevada 89511.
What is the SIC code for Aqua Metals, Inc.?
The Standard Industrial Classification (SIC) code for Aqua Metals, Inc. is 3341, which corresponds to Secondary Smelting & Refining of Nonferrous Metals.
Filing Stats: 764 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2024-12-23 16:04:06
Key Financial Figures
- $0.001 — of each class Common Stock : Par value $0.001 Trading Symbol(s) AQMS Name of each
- $1,500,000 — ") in the aggregate principal amount of $1,500,000 and common stock purchase warrants ("Wa
- $850,000 — chased Notes in the aggregate amount of $850,000. The Notes accrue interest at the rate
- $1.92 — ive-year period at an exercise price of $1.92 per share and are convertible to shares
Filing Documents
- aqms20241223_8k.htm (8-K) — 25KB
- 0001437749-24-038285.txt ( ) — 157KB
- aqms-20241218.xsd (EX-101.SCH) — 3KB
- aqms-20241218_def.xml (EX-101.DEF) — 12KB
- aqms-20241218_lab.xml (EX-101.LAB) — 15KB
- aqms-20241218_pre.xml (EX-101.PRE) — 12KB
- aqms20241223_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On December 18, 2024, Aqua Metals, Inc. (the "Company") entered into a Securities Purchase Agreement with eight accredited investors in connection with a private placement of secured promissory notes ("Notes") in the aggregate principal amount of $1,500,000 and common stock purchase warrants ("Warrants) to purchase 750,000 shares of the Company's common stock. The Securities Purchase Agreement includes customary representations, warranties, and covenants by the investors and the Company. Certain officers and directors of the Company purchased Notes in the aggregate amount of $850,000. The Notes accrue interest at the rate of 20% per annum, subject to a payment of a minimum of 12 months interest in the event of prepayment. The entire principal amount evidenced by the Notes plus all accrued and unpaid interest is due on December 31, 2025. The Company's obligations under the Notes are secured by a first lien on the Company's strategic metal inventory and a second lien on all other assets of the Company. Each Note purchaser received a Warrant to purchase share of the Company's common stock in an amount equal to the principal amount of the investor's Note divided by two, for a total of 750,000 shares of common stock. The Warrants are exercisable over a five-year period at an exercise price of $1.92 per share and are convertible to shares of common stock of the Company upon a change in control of the Company. The investors did not receive registration rights with regard to the shares of common stock issuable upon exercise of the Warrants, however the Warrants do contain a customary cashless exercise provision. The private placement closed on December 19, 2024 for the gross proceeds of $1,500,000. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On December 19, 2024, the Company closed on a private placement of Notes in the aggregate prin
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities On December 19, 2024, the Company closed on a private placement of securities as more fully described in Item 1.01 above. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") pursuant to Section 4(a)(2) of the Act and Rule 506 thereunder. The offer and sale of the securities was conducted directly by the Company and no commissions, fees or other form of compensation was paid or payable in connection with the placement.
SIGNATURES
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: December 23, 2024 /s/ Judd Merrill Judd Merrill Chief Financial Officer