Aqua Metals Inc SEC Filings

Aqua Metals (AQMS) filed its Q3 2025 10‑Q, reporting continued losses and a going concern warning. The company posted a net loss of $3,121,000 for the quarter and $18,206,000 for the nine months. Cash and cash equivalents were $3,586,000, and total stockholders’ equity was $6,522,000.

The balance sheet reflects the June sale of the TRIC facility, driving a non‑cash impairment and loss on disposal of property, plant and equipment of $9,037,000. The company repaid $3,000,000 to Summit and $1,500,000 of secured notes in 2025. Operating cash outflow was $7,648,000 for the nine months.

To fund operations, Aqua Metals raised $5,921,000 via its ATM and $903,000 through an equity line of credit (ELOC) in the nine months. As of September 30, 2025, the ATM had no remaining capacity, while $9,097,000 remained available under the ELOC. Subsequent event: on October 16, 2025, the company closed a registered direct offering and concurrent private placement for aggregate net proceeds of approximately $12,000,000. Management states there is “substantial doubt” about the company’s ability to continue as a going concern.

Common shares outstanding were 2,979,263 as of November 7, 2025, after 1‑for‑20 and 1‑for‑10 reverse splits in November 2024 and August 2025.

Aqua Metals, Inc. filed a resale registration covering up to 1,133,794 shares of common stock issuable upon exercise of common stock purchase warrants held by a single selling stockholder. The warrants were issued on October 16, 2025, carry a $11.34 per‑share exercise price, may be exercised on a cashless basis in certain circumstances, and expire on October 16, 2030. The company will not receive proceeds from any resale by the holder; it would receive cash only upon warrant exercises. If all warrants are exercised for cash, aggregate gross proceeds would be approximately $12,857,224.

The selling stockholder may sell shares over time using various methods described under “Plan of Distribution.” Aqua Metals’ common stock trades on Nasdaq as “AQMS,” with a last reported price of $10.0533 per share on October 23, 2025. Shares outstanding were 2,982,762 as of October 22, 2025. The prospectus highlights risks including stock price volatility and notes that the auditor’s report includes an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern.

Aqua Metals (AQMS) filed a Form S-3 shelf registration permitting the company to offer, from time to time, up to $100,000,000 of securities, including common stock, debt securities, warrants, subscription rights, and units. Specific terms, pricing, and amounts for any issuance will be detailed in future prospectus supplements. The filing also carries forward $38,076,780.78 of unsold securities from a prior registration under Rule 415(a)(6).

The company may sell securities directly, through agents, or via underwriters and dealers, using various distribution methods described in the base prospectus. Aqua Metals’ common stock trades on the NASDAQ Capital Market under AQMS; the last reported sale price was $15.70 per share on October 16, 2025. The most recent audited financial statements incorporated by reference include an auditor’s explanatory paragraph noting substantial doubt about the company’s ability to continue as a going concern.

Aqua Metals, Inc. entered into a financing that combines a registered direct offering and a concurrent private placement of warrants. The company agreed to sell 205,213 common shares at $11.34 per share and 928,581 pre-funded warrants at $11.339, and concurrently issue common stock purchase warrants exercisable for up to 1,133,794 shares at an $11.34 exercise price.

The company reported gross proceeds of approximately $13 million from the Offering, before expenses. The pre-funded warrants are immediately exercisable at $0.001 per share, while the private placement warrants are exercisable upon issuance, carry a five-year term, and may allow cashless exercise in certain cases. Both warrant types include ownership limits of 4.99% or 9.99% at the holder’s election. The Offering is expected to close on October 16, 2025, subject to customary conditions.

The Benchmark Company served as placement agent and received a 7% cash fee. The securities were issued off the company’s effective Form S-3 shelf, and net proceeds are intended for working capital and general corporate purposes.

Aqua Metals, Inc. (AQMS) launched a primary offering of 205,213 shares of common stock and up to 928,581 pre-funded warrants, and is registering 928,581 shares issuable upon exercise of those pre-funded warrants. The public offering price is $11.34 per share and $11.339 per pre-funded warrant, with a $0.001 per-share exercise price for the pre-funded warrants.

The deal is a reasonable best efforts placement with no minimum, and includes placement agent fees. The fee table shows a total offering of $12,856,295, placement agent fees of $899,941, and proceeds to the company of $11,956,354 before expenses. The company expects approximately $11.8 million in net combined proceeds from this offering and a concurrent private placement, intended for working capital and general corporate purposes.

Common stock outstanding was 1,477,966 shares before the offering and is expected to be 1,683,179 shares after, assuming no warrant exercises. Pre-funded and private placement warrants include 4.99% (or 9.99% at holder election) beneficial ownership limits.

Aqua Metals (AQMS) filed a Form 4 reporting that its Chief Financial Officer acquired 12,224 shares of common stock underlying restricted stock units on 10/13/2025. The filing lists a price of $9.58 for the transaction.

The RSUs were granted as non-cash stock awards under the company’s 2025 Long Term Incentive Program and will vest in six equal semi-annual installments over three years, contingent on continued service. Following the award, the reporting person beneficially owned 39,465 shares. The filing notes this includes 39,403 unvested RSUs. Each RSU represents the right to receive one share of common stock upon vesting.

Aqua Metals (AQMS) reported an insider equity award. The company’s Chief Executive Officer and Director acquired 33,320 shares of common stock on 10/13/2025, reflecting restricted stock units (RSUs) granted under the 2025 Long Term Incentive Program. The form lists a price of $9.58.

The RSUs vest in six equal semi-annual installments over three years, contingent on continued service. Following the award, the reporting person beneficially owned 142,265 shares directly, which includes 109,377 unvested RSUs noted in the filing.

Aqua Metals (AQMS) reported an insider equity award on a Form 4. The company’s Chief Engineering and Operating Officer acquired 10,132 shares of common stock through restricted stock units (RSUs) on 10/13/2025, recorded at $9.58 per share.

The RSUs vest in six equal semi-annual installments over three years, contingent on continued service, with each RSU delivering one share. Following the grant, the reporting person beneficially owned 37,472 shares directly, which includes 32,607 unvested RSUs. No sales were reported in this filing.