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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): July 22, 2025
 
 
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-37515
 
47-1169572
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification
Number)
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
(Address of principal executive offices)
 
(775) 446-4418
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b)of the Act:
 
Title of each class
Common stock: Par value $.001
Trading Symbol(s)
AQMS
Name of each exchange on which
registered
Nasdaq Capital Market
 
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.
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 
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).
     
Emerging growth company  
 
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 5.07.         Submission of Matters To a Vote of Security Holders
 
We held an annual meeting of stockholders on July 22, 2025, for purposes of:
 
 
Electing four directors, each to serve until our 2026 Annual Meeting of Stockholders; and
 
 
Approving, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of up to $10,000,000 of our common stock, pursuant to our purchase agreement with Lincoln Park Capital Fund, LLC;
 
 
Approving an amendment to our First Amended and Restated Certificate of Incorporation to effect a reverse split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio within such range to be determined by the Board of Directors of the Company;
 
 
Approving an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan;
 
 
Ratifying the appointment of Forvis Mazars,LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and
 
 
Approving, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in our 2025 Proxy Statement;
 
 
All of the persons nominated to serve on our board of directors, namely Vincent DiVito, Stephen Cotton, Steve Henderson, and Eric Gangloff were elected to our board of directors, with shares voted as follows:
 
   
Shares voted for
   
Shares withheld
 
Vincent DiVito
    1,771,032       529,015  
Stephen Cotton
    2,038,417       261,630  
Steve Henderson
    2,056,686       243,361  
Eric Gangloff
    2,054,073       245,974  
 
There were 2,684,708 broker non-votes in the election of directors.
 
Our shareholders approved for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of up to $10,000,000 of our common stock, pursuant to our purchase agreement with Lincoln Park Capital Fund, LLC, with shares voted as follows:
 
Shares voted for
    2,006,110  
Shares against
    241,581  
Shares abstaining
    52,356  
 
There were 2,684,708 broker non-votes in the approval of the purchase agreement with Lincoln Park Capital Fund, LLC.
 
Our shareholders approved an amendment to our First Amended and Restated Certificate of Incorporation to effect a reverse split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio within such range to be determined by the Board of Directors of the Company, with shares voted as follows:
 
Shares voted for
    4,351,925  
Shares against
    547,440  
Shares abstaining
    85,390  
 
There were no broker non-votes in the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.
 
Our shareholders approved an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan, with shares voted as follows:
 
Shares voted for
    1,565,183  
Shares against
    649,997  
Shares abstaining
    84,887  
 
 

 
There were 2,684,708 broker non-votes in the approval of an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan.
 
Our shareholders approved the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, with shares voted as follows:
 
Shares voted for
    4,450,694  
Shares against
    462,303  
Shares abstaining
    71,758  
 
There were no broker non-votes in the approval of the appointment of Forvis Mazars, LLP.
 
Our shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in our 2025 Proxy Statement, with shares voted as follows:
 
Shares voted for
    1,629,971  
Shares against
    569,042  
Shares abstaining
    101,034  
 
There were 2,684,708 broker non-votes in the approval, on an advisory basis, the compensation of the Company’s named executive officers.
 
 

 
 
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: July 24, 2025
/s/ Eric West
 
 
Eric West
 
 
Chief Financial Officer