0001437749-22-021273.txt : 20220824 0001437749-22-021273.hdr.sgml : 20220824 20220824171424 ACCESSION NUMBER: 0001437749-22-021273 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-232148 FILED AS OF DATE: 20220824 DATE AS OF CHANGE: 20220824 EFFECTIVENESS DATE: 20220824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aqua Metals, Inc. CENTRAL INDEX KEY: 0001621832 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 471169572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-267054 FILM NUMBER: 221192295 BUSINESS ADDRESS: STREET 1: 2500 PERU DR. CITY: MCCARRAN STATE: NV ZIP: 89437 BUSINESS PHONE: (775) 525-1936 MAIL ADDRESS: STREET 1: 2500 PERU DR. CITY: MCCARRAN STATE: NV ZIP: 89437 S-8 1 aqms20220822_s8.htm aqms20220822_s8.htm

As filed with the Securities and Exchange Commission on August 24, 2022

 

 

Registration No. ______

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Aqua Metals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

47-1169572

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

5370 Kietzke Lane, Suite 201

Reno, Nevada

89511

(Address of Principal Executive Offices)

(Zip Code)

 


 

2019 Stock Incentive Plan

(Full title of the plan)

 


 

Stephen Cotton
Chief Executive Officer
5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Name and address of agent for service)

 

(775) 446-4418

(Telephone number, including area code, of agent for service)

 

Copy to:

 

Daniel K. Donahue

Greenberg Traurig, LLP

18565 Jamboree Road, Suite 500

Irvine, California 92612

(949) 732-6500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
    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 7(a)(2)(B) of the Securities Act. ☐ 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed by Aqua Metals, Inc (the “Company”) for the purpose of registering an additional 7,000,000 shares of the Company’s Common Stock that became reserved for issuance as a result of stockholder approval on June 7, 2022. These additional shares of the Company’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on June 14, 2019 (File No. 333-232148). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statement.

 

PART II

 

INFORMATION REQUIRED

IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Certain Documents by Reference

 

The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:

 

 

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed on February 24, 2022, including portions of the Company’s Proxy Statement on Schedule 14A, filed on April 13, 2022, to the extent incorporated by reference into such Annual Report on Form 10-K;

 

 

(b)

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which was filed on April 28, 2022;

 

 

(c)

The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, which was filed on July 21, 2022;

 

 

(d)

The Company’s Current Reports on Form 8-K filed on January 21, 2022, March 30, 2022, June 13, 2022, July 28, 2022, August 1, 2022 and August 5, 2022 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K unless otherwise indicated therein);

 

 

(e)

The description of the Company’s common stock in its Form 8-A12B, which was filed on July 24, 2015, and any amendments or reports filed for the purpose of updating this description; and

 

 

(f)

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

 

 

 
 

 

Item 8.

Exhibits.

 

Exhibit

No.

 

Description

 

Method of Filing

3.1

 

First Amended and Restated Certificate of Incorporation of the Registrant

 

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015.

         

3.2

 

Second Amended and Restated Bylaws of the Registrant

 

Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on September 27, 2018.

         

3.3

 

Certificate of Amendment to First Amended and Restated Certificate of Incorporation of the Registrant

 

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 25, 2015.

         

3.4

 

Certificate of Amendment to First Amended and Restated Certificate of Incorporation of the Registrant

 

Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2019.

         

3.5

 

Certificate of Amendment to First Amended and Restated Certificate of Incorporation of the Registrant

 

Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on July 21, 2022.

         

4.1

 

Specimen Certificate representing shares of common stock of Registrant

 

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on July 20, 2015.

         

5.1

 

Opinion and Consent of Greenberg Traurig, LLP

 

Filed electronically herewith.

         

23.1

 

Consent of Armanino LLP

 

Filed electronically herewith.

         

23.4

 

Consent of Greenberg Traurig, LLP

 

Included in Exhibit 5.1.

         

24.1

 

Power of Attorney

 

Included on the signature page to this registration statement.

         

99.1

 

Aqua Metals, Inc. 2019 Stock Incentive Plan

 

Incorporated by reference from the Company’s Definitive Proxy Statement filed on April 16, 2020.

         

107

 

Filing Fee Table

 

Filed electronically herewith.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reno, Nevada on August 24, 2022.

 

 

 

AQUA METALS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Stephen Cotton

 

 

 

Stephen Cotton

 

 

 

Chief Executive Officer

 

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Stephen Cotton and Judd Merrill, and each of them, as such person’s true and lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 24, 2022 by the following persons in the capacities indicated.

 

Signature   Title
     

/s/ Stephen Cotton

 

President, Chief Executive Officer and Director (Principal Executive Officer)

Stephen Cotton    
     

/s/ Judd Merrill 

 

Chief Financial Officer (Principal Financial and Accounting Officer)

Judd Merrill    
     

/s/ Vincent L. DiVito

 

Chairman of the Board

Vincent L. DiVito    
     

/s/ Peifang Zhang

 

Director

Peifang Zhang    
     

/s/ Edward Smith

 

Director

Edward Smith    
     

/s/ David Kanen

 

Director

David Kanen    

 

 

3
EX-5.1 2 ex_415772.htm ex_415772.htm

Exhibit 5.1

 

GREENBERG TRAURIG, LLP

18565 Jamboree Road, Suite 500

Irvine, CA 92612

 

 

August 24, 2022

 

Aqua Metals, Inc.

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

 

Re:

Registration Statement on Form S8

 

Ladies and Gentlemen:

 

We have acted as counsel to Aqua Metals, Inc. (the “Company”) in connection with its Registration Statement on Form S-8, as may be amended and supplemented from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended), in connection with the registration by the Company of 7,000,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company issuable under the Company’s 2019 Stock Incentive Plan.

 

For purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies.

 

Based upon and subject to the foregoing and the effect, if any, of the matters discussed below, after having given due regard to such issues of law as we deemed relevant, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the relevant plan and the terms of the individual option agreements and stock agreements, as applicable, will be legally issued, fully paid and non-assessable.

 

We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the preceding sentence we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to its use as part of the Registration Statement.

 

 

Very truly yours,

 

     
  /s/ GREENBERG TRAURIG, LLP  

 

 

 

 

 
EX-23.1 3 ex_415773.htm ex_415773.htm

EXHIBIT 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference of our report dated February 24, 2022, with respect to the consolidated financial statements of Aqua Metals, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, in this Registration Statement on Form S-8 and related Prospectus of Aqua Metals, Inc.

 

 

 

/s/ Armanino LLP

 

  San Ramon, California  

 

 

 

August 24, 2022

 

 

 

 
EX-FILING FEES 4 ex_415774.htm ex_415774.htm

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8
(Form Type)

 

Aqua Metals, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

 

Table 1: Newly Registered Securities

 

 

Security
Type

Security
Class
Title

Fee
Calculation
Rule

Amount
Registered
(a)

Proposed
Maximum
Offering
Price Per

Unit (b)

Maximum
Aggregate
Offering
Price (b)

Fee Rate

Amount of
Registration
Fee

Fees to Be
Paid

Equity

Common stock

457(h)(1)

7,000,000

$0.97

$6,790,000

.0000927

$629.44

 

Total Offering Amounts

     

$629.44

 

Total Fee Offsets

     

--

 

Net Fee Due

     

$629.44

 

(a) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock dividends or similar transactions.

 

(b) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(h)(1) under the Securities Act.