Arq, Inc. Enters and Terminates Material Agreements

TL;DR

Arq just signed a deal and broke another one on the same day. Big moves happening.

AI Summary

On September 17, 2024, Arq, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The filing does not provide specific details on the nature of these agreements or any associated dollar amounts.

Why It Matters

The simultaneous entry into and termination of material agreements suggests significant strategic shifts or resolutions for Arq, Inc., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions involving material agreements, the details of which are not yet disclosed, creating uncertainty.

Key Players & Entities

• Arq, Inc. (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported
• 8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO 80111 (location) — Principal executive offices address
• Advanced Emissions Solutions, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share ARQ Nasdaq Global Market In
• $5.25 — on Stock"), at a price to the public of $5.25 per share. Under the terms of the Under
• $4.935 — m Shares from the Company at a price of $4.935 per share. The Company also granted the
• $23.1 million — from the Offering will be approximately $23.1 million , or approximately $26.6 million if the
• $26.6 million — mately $23.1 million , or approximately $26.6 million if the Underwriters exercise in full th

Filing Documents

• ades-20240917.htm (8-K) — 47KB
• ex11-underwritingagreement.htm (EX-1.1) — 246KB
• exhibit51-faegredrinkeropi.htm (EX-5.1) — 13KB
• ex991-launchpressreleasese.htm (EX-99.1) — 12KB
• ex992-pricingpressreleases.htm (EX-99.2) — 12KB
• arqprletterheadv21a.jpg (GRAPHIC) — 97KB
• arqprletterheadv21b.jpg (GRAPHIC) — 97KB
• faegreheader.jpg (GRAPHIC) — 11KB
• 0001515156-24-000163.txt ( ) — 765KB
• ades-20240917.xsd (EX-101.SCH) — 2KB
• ades-20240917_lab.xml (EX-101.LAB) — 22KB
• ades-20240917_pre.xml (EX-101.PRE) — 13KB
• ades-20240917_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 20, 2024, Arq, Inc., a Delaware corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity LLC, as the representative of the underwriters named therein (the "Underwriters"), relating to the issuance and sale (the "Offering") of 4,770,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $5.25 per share. Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Firm Shares from the Company at a price of $4.935 per share. The Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 715,500 shares of Common Stock, on the same terms and conditions (the "Option Shares," and, together with the Firm Shares, the "Offered Shares"). The Company estimates that the net proceeds from the Offering will be approximately $23.1 million , or approximately $26.6 million if the Underwriters exercise in full their option to purchase the Option Shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this Offering for general corporate purposes, which may include working capital, capital expenditures, including continued construction of granular activated carbon facilities at the Company's Red River and Corbin manufacturing facilities located in Coushatta, Louisiana and Corbin, Kentucky, respectively, research and development expenditures, commercial expenditures, debt service costs and repayment, acquisitions of new technologies, products or businesses, and investments. The Firm Shares, and any Option Shares, are being offered and sold pursuant to a prospectus supplement dated September 20, 2024 and an accompanying base prospectus that form a part of

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on January 24, 2024, the Company had entered into a Contract for Construction (the "Contract") with The Wieland-Davco Corporation, a Michigan corporation (the "Contractor"). The Contract provided for pre-construction and construction services to build a granular activated carbon facility at the Company's existing Red River manufacturing plant located in Coushatta, Louisiana. On September 17, 2024, the Company provided the Contractor with notice (the "Notice") that the Company has elected to terminate the Contract, effective immediately. The Company provided the Notice after determining that certain timing and budget efficiencies could be achieved by conducting construction and project management functions internally. Pursuant to the terms of the Contract, the Company shall pay to the Contractor amounts due and owing through the date of the Notice for work completed and materials purchased and actual documented costs and expenses associated with demobilization associated with the termination of the Contract. The Company does not expect such amounts to be material. Construction and project completion timelines and budgets remain on track with those previously disclosed by the Company during its second quarter 2024 earnings call held on August 13, 2024. 1

01 Other Events

Item 8.01 Other Events. On September 19, 2024, the Company issued a press release announcing the proposed Offering and on September 20, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 20, 2024, by and between the Company and Canaccord Genuity LLC as representative of the underwriters named therein. 5.1 Opinion of Faegre Drinker Biddle & Reath LLP. 23.1 Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1). 99.1 Press Release, dated September 19, 2024. 99.2 Press Release, dated September 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Filings for the Company were made under the name Advanced Emissions Solutions, Inc. (File No. 001-37822) starting on July 6, 2016. On February 1, 2024, the Company changed its name to Arq, Inc.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a "safe harbor" for such statements in certain circumstances. When used in this report, the words "can," "will," "intends," "expects," "believes," similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking statements. These forward-looking statements include, but are not limited to, statements or expectations regarding: the amount of estimated net proceeds to the Company from the Offering; the total number of shares to be issued in the Offering; the anticipated use of proceeds from the Offering; the expected closing date of the Offering and the satisfaction of customary closing conditions related thereto; the potential cost and timing benefits that may be achieved from conducting construction and project management functions internally; and the amounts due to the Contractor in connection with the Contract termination. These forward-looking statements involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, the Company's ability to satisfy the customary closing conditions associated with, and ultimately close, the Offering, the costs of raw materials and supplies, costs of labor, changes in scope of work or other unexpected modifications of construction, inflationary pressures, the Company's ability to achieve expected cash flows and cost reductions, as well as other factors relating to the Company's business, as described in our filings with the SEC, including the Company's annual report on Form 10-K for the year ended December

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 20, 2024 Arq, Inc. /s/ Robert Rasmus Robert Rasmus Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR