false
0001621832
0001621832
2026-02-06
2026-02-06
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): February 6, 2026
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-37515
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47-1169572
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
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(Address of principal executive offices)
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(775) 446-4418
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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.
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Common stock: Par value $.001
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Trading Symbol(s)
AQMS
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Name of each exchange on which registered
Nasdaq Capital Market
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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).
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Emerging growth company ☐
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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 1.01. Entry into a Material Definitive Agreement.
Term Sheet
On February 6, 2026, Aqua Metals, Inc., a Delaware corporation (the “Company” or “Aqua Metals”), entered into a term sheet (the “Term Sheet”) with Lion Energy, LLC, a Utah limited liability company (“Lion Energy”), and certain members of Lion Energy (the “Members”), as amended and restated on February 10, 2026, setting forth certain terms and conditions pursuant to which the Company intends to acquire all of the issued and outstanding equity interests of Lion Energy, subject to the negotiation and execution of a definitive acquisition agreement and the satisfaction of specified conditions. The parties to the Term Sheet have agreed to use commercially reasonable efforts to execute a definitive acquisition agreement for the proposed transaction by March 31, 2026.
The Term Sheet provides that the aggregate consideration payable at the closing of the proposed transaction, which will not exceed $94.9 million, would consist of a combination of (i) cash and other consideration in the total amount of $4.1 million of investment previously made by the Company in Lion Energy (“Cash Consideration”), (ii) $25.8 million of common stock, par value $0.001 per share, of the Company (the “Company common stock”), and subject to the Common Stock Cap, Series X Preferred Stock (as defined below) (together with the Company common stock, “Equity Consideration”), and (iii) up to $65 million in earn-out consideration (“Earn-Out Consideration”).
The Term Sheet provides that the number of shares of Company capital stock to be issued to the Members as Equity Consideration at the closing of the proposed transaction (“Base Share Number”) would be determined by dividing $25.8 million by the volume weighted average price of the Company common stock on Nasdaq over the 20 trading days preceding the closing date (the “closing price”), subject to the Common Stock Cap (as defined below). The issuance of the Company capital stock to the Members at Closing would be made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended, set forth in Section 4(a)(2) thereof, relating to sales by an issuer not involving a public offering.
The Term Sheet also provides that the Earn-Out Consideration would be subject to Lion Energy realizing greater than $55 million of revenue over a period of 12 consecutive full calendar months following the closing date (the “Earn-Out Period”) and, subject to realizing the minimum revenue amount, calculated based on a weighted performance score derived from Lion Energy’s revenue and EBITDA over the Earn-Out Period using the following formula:
Earn-Out Consideration = $65,000,000 x ((RF x 0.70) + (EF x 0.30))
Where:
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RF = Revenue – 55,000,000
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85,000,000 |
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EF = EBITDA Margin – 8%
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4% |
Unless EBITDA Margin is greater than 12% in which case
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EF = 1.1 + (EBITDA Margin – 12%) |
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Revenue = Lion Energy’s cumulative revenue over the Earn-Out Period, calculated in accordance with U.S. GAAP, consistently applied, including ASC 606 and standard matching principles.
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EBITDA = Lion Energy’s earnings before interest, taxes, depreciation, and amortization over the Earn-Out Period, calculated in accordance with U.S. GAAP, consistently applied.
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EBITDA Margin = EBITDA
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Revenue |
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EF shall be zero if either Lion Energy’s EBITDA is zero or negative or if Lion Energy’s EBITDA Margin is 8% or less.
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Following the closing of the proposed transaction (“Closing”), it is anticipated that the board of directors of the Company will be initially comprised of five members, consisting of (i) three existing independent directors of the Company, Steve Cotton, the President and Chief Executive Officer of the Company, and the majority owner of Lion Energy. In addition, following the Closing, the board of directors of the Company would identify up to two additional independent directors, any such appointment to be subject to the Company’s existing corporate governance and director nomination process and compliance with applicable Nasdaq, SEC rules and other requirements governing directors.
Execution of definitive agreements for the proposed transaction is subject to a number of conditions, including (i) receipt of a fairness opinion satisfactory to the Company; (ii) completion of quality of earnings and market/commercial diligence with no material adverse finding; (iii) closing of a fully executed and funded asset-based lending facility or similar credit facility providing for aggregate committed availability of not less than $25 million simultaneously with the Closing; (iv) execution of a supply and offtake agreement with American Battery Factory Inc.; (v) Nasdaq approval of the Company’s listing of the shares to be issued to the Members; and (vi) receipt of all required board and stockholder approvals. The Term Sheet also contemplates that the definitive acquisition agreement would include customary closing conditions, including, without limitation, (1) delivery of the Closing deliverables referenced in the Term Sheet and other customary deliverables; (2) receipt of material, third-party consents; (3) there being no material adverse effect (as such term would be defined in the definitive acquisition agreement) from the effective date of the definitive acquisition agreement until closing; and (4) termination of any related party arrangements.
The Term Sheet provides that following the Closing, the Company would promptly prepare and file with the SEC a registration statement of the Company registering the resale by the Members of the Equity Consideration in connection with the proposed transaction and would use commercially reasonable efforts to cause the applicable registration statement to be declared effective no later than 90 days after the Closing. In addition, concurrent with the execution of the definitive acquisition agreement, the Members would enter into lock-up agreements, pursuant to which the Members will be subject to customary lock-up provisions for a 180-day period following the Closing date, subject to customary exceptions.
Under the Term Sheet, Lion Energy and the Members are subject to an exclusivity period until May 31, 2026, whereby such parties are restricted from (i) participating in any negotiations or soliciting, initiating or encouraging submission of inquiries, proposals or offers from any potential buyer relating to the disposition of its assets, its business or the equity of Lion Energy or any material part thereof; (ii) entering into any agreement or take any action that by its terms or effect could reasonably be expected to adversely affect the ability of the parties to consummate the proposed transaction on the terms and conditions set forth in the Term Sheet; or (iii) furnishing or authorizing any agent or representative to furnish any information concerning the Term Sheet or the transactions contemplated thereby to any party. In the event of a breach of such exclusivity provision, Lion Energy would pay the Company a break-up fee of $1 million.
The Term Sheet contemplates that certain senior management employees of Lion Energy would enter into employment agreements with the Company and that the Company would use its commercially reasonable efforts to retain certain of its senior management employees following the Closing. The Term Sheet also provides that Lion Energy would deliver to the Company its financial statements for the fiscal years ended December 31, 2025 and 2024, prepared in accordance with U.S. GAAP and audited in accordance with AICPA standards, no later than February 20, 2026, in form and substance reasonably satisfactory to the Company. Furthermore, the Term Sheet contemplates that the first $10 million of capital raised by the Company post-Closing of the proposed transaction will be earmarked for Lion Energy’s near-term growth initiatives.
The Term Sheet also provides that in the event the Base Share Number would represent greater than 45% of the Company’s issued and outstanding common stock immediately following the Closing (the “Common Stock Cap”), then the Equity Consideration shall consist of no more than 45% of the outstanding shares of Company common stock immediately after the Closing, plus a number of shares of a new series of preferred stock (the “Series X Preferred Stock”) equal to the shares of Company common stock the Members would be entitled to without regard to the Common Stock Cap less the shares of Company common stock to be issued based on the Common Stock Cap; provided further that the shares of Company common stock to be issued to the majority member of Lion Energy and his affiliates would not represent more than 40% of the outstanding shares of Company common stock immediately after the Closing. The anticipated rights, preferences and privileges of the Series X Preferred Stock are set forth immediately below:
Conversion: Each share of Series X Preferred Stock would automatically convert into one share of Company common stock on the third anniversary of the Closing. The Series X Preferred Stock would not be convertible at the option of the holder (subject to the anti-dilution provisions set forth below).
Voting Rights: Except as otherwise required by law, the Series X Preferred Stock would not have voting rights. However, as long as any shares of Series X Preferred Stock are outstanding, the Company would not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock or alter or amend its charter documents, if such action would adversely alter or change the rights, preferences and privileges of the Series X Preferred Stock, (ii) issue additional shares of Series X Preferred Stock or increase or decrease (other than by automatic conversion) the number of authorized shares of Series X Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing.
Dividends: Holders of Series X Preferred Stock would be entitled to receive dividends on shares of Series X Preferred Stock equal, on an as-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of Company common stock.
Liquidation and Dissolution: The Series X Preferred Stock would rank on parity with Company common stock, on an as-converted-to-common-stock basis, upon any such liquidation, dissolution or winding-up of the Company, which would include any sale of the Company.
Anti-Dilution: There would be anti-dilution protection provisions such that to the extent that the Members’ voting power falls below 45% at any time, the Series X Preferred Stock would be convertible into common stock to the extent such voting power is below the 45% cap.
There can be no assurance that a definitive acquisition agreement will be executed or that the proposed transaction will be consummated.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Subordinated, Last Out Participation Agreement
In connection with Company’s execution of the Term Sheet, the Company made available to Lion Energy $4.1 million of working capital by way of the Company’s purchase of a junior participation interest in Lion Energy’s existing credit facility.
On February 6, 2026, the Company entered into a certain Subordinated, Last Out Participation Agreement (the “Participation Agreement”), by and between the Company and GRC SPV Investments, LLC, a Delaware limited liability company (“Assigning Lender”), in connection with that certain senior secured Loan and Security Agreement, dated as of December 20, 2024, by and among Lion Energy, the Assigning Lender and other lenders party thereto, among others (the “Lion Energy Loan Agreement”). Pursuant to the Participation Agreement, the Company purchased from the Assigning Lender a 100% subordinated, last out participation interest in the Lion Energy Loan Agreement in the amount of $4.1 million. The Company funded its participation through $2.0 million in cash paid to the Assigning Lender and $2.1 million in product previously delivered to Lion Energy, which became part of the collateral securing the senior facility. As a result of the Company’s purchase of the participation interest, the lenders under the Lion Energy Loan Agreement made available to Lion Energy $4.1 million of credit under the facility. The Company’s participation interest is fully secured by all of the assets of Lion Energy, among other security interests and guarantees, however it is fully subordinated to all other obligations under the senior credit facility, provides no voting or consent rights other than restrictions on reducing principal or interest, and entitles the Company to payment only after all senior obligations have been indefeasibly paid in full. The participation is without recourse to Assigning Lender, and the Company bears the full economic risk of its interest.
The foregoing description of the Subordinated, Last-Out Participation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated, Last-Out Participation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On February 6, 2026, the Company entered into the Participation Agreement with the Assigning Lender. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 8.01 Other Events
On February 10, 2026, the Company issued a press release announcing its entry into the Term Sheet. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information
The Company intends to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction contemplated by the Term Sheet. Investors and security holders are advised to read the proxy statement regarding the proposed transaction when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of this Current Report on Form 8-K, the proxy statement, when available, and other documents filed by the Company at the SEC’s web site at www.sec.gov. The proxy statement and such other documents may also be obtained, when available, from the Company by directing such request to Aqua Metals, Inc., 5370 Kietzke Lane, Suite 201, Reno, Nevada 89511, Attention: Investor Relations. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of the Company with respect to the transaction contemplated by the Term Sheet. A description of any interests that the Company’s executive officers and directors have in the proposed transaction will be available in the proxy statement. Information regarding the Company’s executive officers and directors is included in the Company’s definitive proxy statement filed with the SEC on June 23, 2025.
Forward Looking Statements
Safe Harbor Statements under The Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, including statements regarding expectations for Aqua Metals acquisition of Lion Energy, the anticipated value of the proposed transaction, expectations for utilization of Lion Energy’s products and technology following the completion of the transaction, and other activities expected to occur as a result of the transaction. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, (i) the risk that the acquisition transaction may not be completed in the second quarter of fiscal 2026, or at all, (ii) risks related to the integration of Lion Energy’s products, technology and operations with Aqua Metals’ existing and planned products, technology and operations, (iii) risks related to the inability to obtain, or meet conditions imposed for, governmental and other approvals of the transaction, including approval by stockholders of Aqua Metals, (iv) risks related to any uncertainty surrounding the transaction, and the costs related to the transaction, (v) the risk that the impact on Aqua Metals’ ongoing operational results from the transaction will be more adverse to Aqua Metals than anticipated, (vi) the risk that Aqua Metals may not be able to obtain the additional capital necessary to expand its recycling facilities or even sustain its current level of operations, and (vii) those other risks disclosed in the section “Risk Factors” included in Aqua Metals’ Annual Report on Form 10-K filed with the SEC on March 31, 2025. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. Aqua Metals 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
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Exhibit
Number
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Exhibit Description
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1.1
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Term Sheet, dated February 10, 2026, by and among the Company, Lion Energy, LLC and the members of Lion Energy, LLC
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10.1
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Subordinated, Last-Out Participation Agreement, dated as of February 6, 2026, by and between the Company and GRC SPV Investments, LLC
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99.1
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Press release, dated February 10, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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AQUA METALS, INC.
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Dated: February 11, 2026
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/s/ Eric West
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Eric West
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Chief Financial Officer
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Exhibit 99.1
Aqua Metals Enters Into a Term Sheet to Acquire Leading Energy Storage Company Lion Energy
Combined Entity Would Integrate Energy Storage Products, Proprietary Energy Management Software, Recycling, and Battery Materials into a Single Platform
Lion Energy is a Revenue-Generating Business, Enhanced by Proprietary Software and Positioned to Participate in Expanding Energy & Virtual Power Plant Markets
Reno, NV and American Fork, UT [February 11, 2026] — Aqua Metals, Inc. (NASDAQ: AQMS), a pioneer in battery metals recycling and refining, today announced that it has entered into a term sheet to acquire Lion Energy, LLC, a U.S.-based provider of commercial, residential, and distributed energy storage systems, consumer power solutions, and proprietary energy management software.
Following the closing of the transaction, Aqua Metals plans to leverage Lion Energy’s solutions, brand, intellectual property, capital, technical talent and manufacturing capabilities to transform Aqua Metals into a comprehensive domestic power player capable of managing the entire battery lifecycle, from manufacturing and deployment to intelligent grid participation and end-of-life recovery.
Management Commentary
"This transaction is intended to add meaningful revenue to Aqua Metals while expanding our participation in the rapidly growing energy storage market,” said Steve Cotton, President and Chief Executive Officer of Aqua Metals. “Energy storage is a natural extension of our battery materials strategy, and Lion Energy has built a complementary platform that spans systems, software, and customer relationships. Together, we believe this combination would strengthen our path toward a more vertically integrated, U.S.-based battery supply chain and supports our long-term vision for a robust domestic battery materials industry led by our new combined entity."
Strategic Rationale
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Revenue Generation: Lion Energy achieved approximately $50 million in revenue in 2025, providing immediate scale to Aqua Metals.
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Software-Driven Intelligence: Lion’s integrated firmware and mobile applications allow for real-time optimization of energy assets, a critical requirement for AI data centers and grid-connected environments.
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Expanded Ecosystem: Aqua Metals will acquire Lion Energy's minority stake in American Battery Factory (ABF), further strengthening the strategic link between domestic battery manufacturing and sustainable recycling.
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Expansion into Distributed Energy Market: Positions Aqua Metals to support advanced use cases such as demand response, fleet-level orchestration, and the aggregation of distributed assets into virtual power plants over time.
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Unmatched Market Demand: With U.S. battery storage capacity growing by 59% annually, according to the U.S. Energy Information Administration (EIA), the combined company is positioned to capture a market driven by electrification and the need for decentralized power.
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Founded in Utah, Lion Energy has built a growing presence in the U.S. energy storage market through the deployment of software-enabled residential and commercial energy systems. Lion Energy over a 12-year period has grown from delivering portable power stations and power banks and expanded into more robust energy storage systems and software for home, commercial, and industrial applications. Lion achieved approximately $50 million in revenue in 2025 (subject to year-end audit adjustments).
In addition to its hardware portfolio, Lion Energy has developed a vertically integrated energy software and systems platform that includes proprietary energy management systems software, cloud connectivity, mobile applications, and wireless update capabilities. This platform enables intelligent control, monitoring, and optimization of distributed energy storage assets across residential, commercial, and grid-connected environments, and positions Aqua Metals to support advanced use cases such as demand response, fleet-level orchestration, and the aggregation of distributed assets into virtual power plants.
The U.S. energy storage market has expanded rapidly in recent years, driven by rising demand for AI data centers, grid resilience, electrification, and reliable distributed power solutions. According to Wood Mackenzie and the Solar Energy Industries Association (SEIA), the U.S. battery energy storage market is growing at more than a 30% compound annual rate, with utility-scale deployments up approximately 66% in 2024 and nearly 13 gigawatt hours added through the first three quarters of 2025.
At the same time, demand for battery materials and recycling is expected to accelerate significantly as energy storage deployments and electric vehicles scale and policymakers and customers prioritize domestic, secure supply chains. Together, these trends position the combined company to advance across three areas of potential growth simultaneously: energy storage systems, battery manufacturing, and critical minerals recycling.
Aqua Metals’ CEO brings extensive experience as a founder and chief executive scaling integrated battery reserve power platforms supporting millions of batteries deployed globally. These solutions were standardized by several major data center operators and financial institutions, competing successfully against traditional OEM offerings across both distributed and mission-critical environments.
Transaction Details and Closing Timeline
As contemplated by the term sheet, Aqua Metals would acquire Lion Energy through an all-stock transaction that preserves executive and board control of the combined company. At the closing, Lion Energy owners would receive approximately $25.8 million of Aqua Metals capital stock, with the number of shares issued to Lion Energy owners determined based on an exchange ratio calculated using the volume weighted average price over the 20 trading days preceding close, subject to a collar adjustment. The Lion Energy owners would also be entitled to receive up to $65 million of additional shares of Aqua Metals’ capital stock based on Lion Energy’s revenue and EBITDA over the 12 month-period following the closing of the transaction. The proposed transaction remains subject to completion of customary due diligence, audit and valuation work, negotiation, execution and delivery of a definitive agreement, regulatory review, approval by Aqua Metals’ shareholders and other customary closing conditions.
As part of the transaction, Aqua Metals would also acquire Lion Energy’s minority ownership interest in American Battery Factory, building upon Aqua Metals’ recently announced proposed strategic collaboration with American Battery Factory, a Utah-based company focused on advancing domestic battery materials and manufacturing capabilities. Together, the combination is intended to support a responsible, full-lifecycle approach to batteries, connecting deployment and intelligent operation with end-of-life recovery and recycling within a single platform.
Following the close of the transaction, Lion Energy is expected to operate as a wholly-owned subsidiary and separate business unit of Aqua Metals, with Lion Energy’s present executive and management team remaining in place.
“From the beginning, Lion Energy has focused on building more than batteries,” said Tyler Hortin, Chief Executive Officer of Lion Energy. “We have invested heavily in a U.S.-based energy management platform combining software, firmware, hardware, and cloud connectivity designed to give customers intelligent control over their energy systems. This transaction could accelerate that vision, our energy management systems and virtual power plant capabilities, and help extend our platform across portable, residential, commercial, and grid-connected applications. We believe the companies’ platforms are complimentary across the battery lifecycle, from deployment and operation through end-of-life recovery and recycling.”
The companies expect to complete the transaction in the second quarter of 2026, although there can be no assurance that the parties will enter into a definitive agreement or that the proposed transaction will be completed on that timeline or at all.
Advisors
Hilco Corporate Finance and Benchmark Company are acting as advisors to Aqua Metals in connection with the transaction. Cantor Fitzgerald & Co. (“Cantor”) is acting as the exclusive financial advisor to Lion Energy.
About Aqua Metals
Aqua Metals (NASDAQ: AQMS) is revolutionizing metals recycling with its proprietary AquaRefining™ technology, delivering high-purity, low-carbon battery materials to meet the growing demand for sustainable energy storage. The Company’s innovation-driven approach reduces emissions, eliminates waste streams, and supports the establishment of a circular supply chain for critical minerals essential to electric vehicles and grid storage. For more information, visit www.aquametals.com
About Lion Energy
Lion Energy is a leading manufacturer of safe, silent and eco-friendly power solutions for everyday needs. The road to energy independence affects all aspects of life including how everyone lives and interacts with one another at home, at work or at play. Regardless of where they are on this path, Lion Energy has an U.S.-designed and engineered power solution, based in American Fork, Utah, that can be used indoors or outdoors. Leading the way with innovative Lithium energy smart storage technologies known as LionESS™ and through rigorous testing, Lion Energy provides the broadest and most innovative suite of energy storage solutions on the market today, from hand-held portable device charging to portable solar generators to home, commercial and industrial battery systems. For more information, visit www.lionenergy.com
Additional Information
The term sheet entered into in connection with the proposed transaction described herein and a summary of material terms of the proposed transaction will be provided in a Current Report on Form 8-K filed with the Securities and Exchange Commission. Aqua Metals, Inc. intends to file with the Securities and Exchange Commission a proxy statement and other relevant documents in connection with the proposed transaction. Investors and security holders are advised to read the proxy statement regarding the proposed transaction when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the [Form 8-K,] proxy statement, when available, and other documents filed by Aqua Metals at the Securities and Exchange Commission’s web site at www.sec.gov. The proxy statement and such other documents may also be obtained, when available, from Aqua Metals by directing such request to Aqua Metals, Inc., 5370 Kietzke Lane, Suite 201, Reno, Nevada 89511, Attention: Investor Relations. Aqua Metals and its executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Aqua Metals with respect to the transaction contemplated by the Term Sheet. A description of any interests that Aqua Metals executive officers and directors have in the proposed transaction will be available in the proxy statement. Information regarding Aqua Metals executive officers and directors is included in Aqua Metals definitive proxy statement filed with the Securities and Exchange Commission on June 23, 2025. These materials are available free of charge at the Securities and Exchange Commission’s web site at http://www.sec.gov and from Aqua Metals.
Forward Looking Statements
Safe Harbor Statements under The Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, including statements regarding expectations for Aqua Metals acquisition of Lion Energy, the anticipated value of the proposed transaction, expectations for utilization of Lion Energy’s products and technology following the completion of the transaction, and other activities expected to occur as a result of the transaction. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, (1) the risk that the acquisition transaction may not be completed in the second quarter of fiscal 2026, or at all, (2) risks related to the integration of Lion Energy’s products, technology and operations with Aqua Metals’ existing and planned products, technology and operations, (3) risks related to the inability to obtain, or meet conditions imposed for, governmental and other approvals of the transaction, including approval by stockholders of Aqua Metals, (4) risks related to any uncertainty surrounding the transaction, and the costs related to the transaction, (5) the risk that the impact on Aqua Metals’ ongoing operational results from the transaction will be more adverse to Aqua Metals than anticipated, (6) the risk that Aqua Metals may not be able to obtain the additional capital necessary to expand its recycling facilities or even sustain its current level of operations, and (7) those other risks disclosed in the section "Risk Factors" included in Aqua Metals’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. Aqua Metals 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.
Contacts
For Media and Investor Inquiries: aquametals@icrinc.com
