Aqua Metals Files 8-K: Material Agreement & Equity Sales

TL;DR

Aqua Metals signed a big deal & sold stock, filing details today.

AI Summary

Aqua Metals, Inc. announced on October 15, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits as part of this 8-K filing. Specific details regarding the agreement and sales were not provided in the excerpt.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and potential equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks depending on the specifics not detailed here.

Key Players & Entities

• Aqua Metals, Inc. (company) — Registrant
• October 15, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-37515 (identifier) — Commission File Number
• 47-1169572 (identifier) — IRS Employer Identification No.
• 5370 Kietzke Lane , Suite 201 Reno , Nevada 89511 (address) — Address of principal executive offices
• ( 775 ) 446-4418 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock : Par value $0.001 AQMS Nasdaq Capital Market Indicate
• $11.34 — of the Company, at an offering price of $11.34 per share, and (B) 928,581 pre-funded w
• $11.339 — Common Shares, at an offering price of $11.339 (such registered direct offering, the "
• $0.125 — ent Warrants"), at an offering price of $0.125 per warrant, exercisable for an aggrega
• $13 million — gregate gross proceeds of approximately $13 million. The Offering is expected to close on O

Filing Documents

• aqms20251015_8k.htm (8-K) — 31KB
• ex_870782.htm (EX-4.1) — 101KB
• ex_870783.htm (EX-4.2) — 106KB
• ex_870879.htm (EX-5.1) — 10KB
• ex_870784.htm (EX-10.1) — 247KB
• ex_870785.htm (EX-99.1) — 10KB
• 0001437749-25-031102.txt ( ) — 751KB
• aqms-20251015.xsd (EX-101.SCH) — 3KB
• aqms-20251015_def.xml (EX-101.DEF) — 12KB
• aqms-20251015_lab.xml (EX-101.LAB) — 15KB
• aqms-20251015_pre.xml (EX-101.PRE) — 12KB
• aqms20251015_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 15, 2025, Aqua Metals, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, pursuant to which the Company agreed to issue and sell to such investor (a) in a registered direct offering, (A) 205,213 shares (the "Common Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company, at an offering price of $11.34 per share, and (B) 928,581 pre-funded warrants (the "Pre-Funded Warrants") in lieu of the Common Shares, at an offering price of $11.339 (such registered direct offering, the "Offering"), and (b) in a concurrent private placement, common stock purchase warrants (the "Private Placement Warrants"), at an offering price of $0.125 per warrant, exercisable for an aggregate of up to 1,133,794 shares of Common Stock, at an exercise price of $11.34 per share for aggregate gross proceeds of approximately $13 million. The Offering is expected to close on October 16, 2025, subject to customary closing conditions. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. The Private Placement Warrants will be exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Private Placement Warrants. Once issued, the Private Placement Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Private Placement Warrants. The Private Placement Warrants and the Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The applicable information set forth in Item 1.01 of this Form 8-K with respect to the Private Placement Warrants and underlying shares of Common Stock to be issued pursuant to the Purchase Agreement is incorporated herein by reference. The Private Placement Warrants were offered and sold, and the underlying shares of Common Stock will be offered and sold, pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), set forth at Section 4(a)(2) of the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Pre-Funded Common Stock Purchase Warrant 4.2 Form of Common Stock Purchase Warrant 5.1 Legal Opinion of Greenberg Traurig, LLP 10.1 Securities Purchase Agreement 99.1 Press release dated October 15, 2025 announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 15, 2025 /s/ Stephen Cotton Stephen Cotton President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR