8-K

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): November 7, 2016

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)

1010 Atlantic Avenue

Alameda, California 94501

(Address of principal executive offices)

(510) 479-7635

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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)

Item 7.01 Regulation FD Disclosure.

Item 8.01 Other Events.

On November 7, 2016, we issued a press release announcing our results of operations for the financial quarter ended September 30, 2016. On the same date, we also conducted a PowerPoint presentation during our earnings call. The full text of the press release and PowerPoint presentation are filed as Exhibits 99.1 and 99.2 to this report.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits  Method Filing

The following exhibit is filed with this report:

Exhibit 99.1	Press release dated November 7, 2016 regarding the Registrant’s financial results for the quarter ended September 30, 2016.	Filed Electronically herewith
Exhibit 99.2	PowerPoint presentation delivered during Registrant’s earnings call on November 7, 2016.	File Electronically herewith

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: November 7, 2016	/s/  Stephen R. Clarke
	Stephen R. Clarke
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Aqua Metals Provides Third Quarter 2016 Corporate Update

Announces lead production capacity expansion to 120 metric tons per day

ALAMEDA, Calif., November. 7, 2016 – Aqua Metals, Inc. (NASDAQ: AQMS), which is commercializing a non-polluting electrochemical lead recycling technology called AquaRefining™, has provided a corporate update and announced results for the third quarter ended September 30, 2016.

Company Highlights:

· Produced the first-ever AquaRefined lead at its AquaRefinery in McCarran, Nevada at the Tahoe Reno Industrial Center (TRIC) and confirmed more than 99.99% purity

· Commissioning activities at TRIC transitioning into lead production and first sales planned for Q4

· Determined that when fully commissioned, the TRIC facility will have the capacity to produce 120 metric tons per day (T/day) of lead; a 50% improvement over the previously announced 80 T/day capacity

· Obtained all necessary permits, which establishes important precedents that should accelerate roll-out of future facilities

· Furthered discussions with interested parties regarding expansion opportunities, both for licensing and future facilities

· Received key tax incentives worth an estimated $3.6 million from the State of Nevada, by facilitating economic development and bringing jobs to the state

· Hosted successful grand opening ceremony at its TRIC AquaRefinery which was attended by over 200 people, including investors, strategic partners, industry participants, key employees and government officials

Management Commentary

“The primary focus throughout the third quarter has been on testing of essential systems and equipment to begin commercial lead production at the world’s first AquaRefinery,” said Dr. Stephen Clarke, Chairman and CEO of Aqua Metals. “To that end, earlier this month we announced the first-ever AquaRefined lead produced at the facility after commissioning the first production module. This is a major milestone and the most critical step in the commissioning process. We are working to complete the integration of front-end battery-breaking and other supporting systems and are transitioning into commercial lead production. We expect to begin selling lead in the fourth quarter of 2016.

“While working to bring the AquaRefinery online, we incorporated several process and other improvements, and consequently, we now expect to ramp to a capacity of 120 T/day in early 2017, which will provide greater revenue and earnings potential.

“We have also accelerated discussions with US based lead-acid battery manufacturers and distributors, who collectively represent a substantial majority of the US battery industry. Most have already visited our facility and expressed interest in our products and technology. We are now sending our initial production samples to these companies, to allow them to conduct their own assays.”

Dr. Clarke, concluded: “With the progress that we have made and with unprecedented interest in our revolutionary technology, we are positioned to ramp revenue in the coming year, which ultimately, will contribute meaningfully to growing shareholder value.”

Upcoming Milestones

· Initial sales of lead in the fourth quarter of 2016

· Additional capacity expansion to 160 T/day in 2018

· Pursuit of additional facilities, associated non-dilutive financing and additional strategic partnerships with entities such as: metals and logistics specialists, equipment and process suppliers, battery manufacturers, recyclers, data center operators and household internet brands (which use lead-acid batteries for backup power)

· Providing AquaRefining technology and equipment on a serviced licensing model, which is expected to commence in 2017

Corporate Update

Construction of the recycling facility, located on 11.7 acres in the TRIC in McCarran, Nevada, is now complete and transitioning into production. In early November, the Company announced the successful production of AquaRefined lead at the TRIC facility that is over 99.99% pure. This confirms the Company’s ability to produce premium lead. Aqua Metals is providing samples to several U.S. battery manufacturing companies, which collectively represent over 50 percent of U.S. battery production, to conduct their own assays.

Aqua Metals will begin selling lead in the fourth quarter of 2016. Due to process and other improvements, the Company expects to reach initial capacity of 120 T/day in early 2017, representing a 50% increase to the previously announced capacity of 80 T/day of lead output. Aqua Metals plans to expand to 160 metric tons of lead per day at the TRIC AquaRefinery in 2018. The facility was specifically designed to enable this expansion.

Aqua Metals headquarters and manufacturing facility in Alameda, California continues to assemble and test Aquarefining modules. The manufacturing facility currently has the physical capacity to produce 160 modules annually, or enough to support 10 AquaRefineries the size of the TRIC AquaRefinery.

Providing AquaRefining technology and equipment on a fully serviced licensing model is the next stage of the Company’s business strategy. The first module deliveries to third parties are expected in 2017. To expedite this roll out, the Company has already successfully tested 3rd party feed stocks from potential licensees in North America and expects to test others in the coming months. Aqua Metals has engaged in substantive discussions with highly credible potential partners, and developed a “master license” approach for China and other large markets.

Aqua Metals intends to build additional regional AquaRefining facilities that may be strategically located near battery manufacturers and distributors, as well as existing battery recycling facilities, thereby significantly reducing logistics costs. Aqua Metals has also established important permitting precedents—such as the State of Nevada’s determination that TRIC is not subject to the National Emissions Standards for Hazardous Air Pollutants, or NESHAP, the mandated standard for smelters—which could accelerate the Company’s roll-out strategy. Aqua Metals is pursuing non-equity financing options for four to five facilities throughout North America which would bring lead output to ~800T/day and is currently evaluating sties for a second and third facility, however there can be no assurance that the Company will successfully close any such options.

In September, Aqua Metals announced that the State of Nevada granted the Company key tax incentives worth an estimated $3.6 million for facilitating economic development and bringing jobs to the state. The Company expects the AquaRefinery will create over 50 jobs by the end of the year, with that number continuing to grow throughout 2017.

Third Quarter 2016 Financials

The Company incurred an operating loss of $3.3 million during the third quarter of 2016 compared to an operating loss of $1.3 million for the three months ended September 30, 2015.

Net loss for the third quarter of 2016 was $3.5 million, or ($0.23) per basic and diluted share, compared to a net loss of $2.1 million, or ($0.19) per basic and diluted share in the third quarter of 2015.

The Company had $16.2 million in cash and cash equivalents as of September 30, 2016, compared to $31.8 million as of December 31, 2015.

The total number of shares outstanding was 15.58 million as of September 30, 2016.

Conference Call and Webinar

Aqua Metals will host a conference call today, Monday, November 7, 2016 at 2:00 p.m. Pacific time (5:00 p.m. Eastern time) to discuss its financial results for the third quarter ended September 30, 2016.

Dr. Stephen Clarke, Chairman and Chief Executive Officer, and Thomas Murphy, Chief Financial Officer, will host the call followed by a question and answer session.

To access the call, please use the following information:

Date: Monday, November 7, 2016

Time: 2:00 p.m. Pacific time (5:00 p.m. Eastern time)

Dial-in: 1-877-723-9511

International Dial-in: 1-719-325-4865

Passcode: 5349824

Webcast: http://public.viavid.com/index.php?id=121803

A telephone replay will be available approximately two hours after the call and will run through January 7, 2017 by dialing 1-877-870-5176 from the U.S., or 1-858-384-5517 from international locations, and entering replay pin number: 5349824.

The webcast will be available for replay for 60 days at http://public.viavid.com/index.php?id=121803 and on the investor relations section of the company's website at www.aquametals.com.

About Aqua Metals, Inc.

Aqua Metals (NASDAQ: AQMS) is reinventing lead recycling with its patent-pending AquaRefiningTM technology. Unlike smelting, AquaRefining is a room temperature, water-based process that is fundamentally non-polluting. Aqua Metals expects its modular AquaRefining systems to allow the lead-acid battery industry to simultaneously reduce negative environmental impacts and increase production to meet rapidly growing demand. Aqua Metals is based in Alameda, California and built its first recycling facility in Nevada’s Tahoe-Reno Industrial Center. To learn more, please visit www.aquametals.com.

Safe Harbor

This press release contains forward-looking statements concerning Aqua Metals, Inc., the lead-acid battery recycling industry, the future of lead-acid battery recycling via traditional smelters, the Company’s development of its commercial lead-acid battery recycling facilities and the quality, efficiency and profitability of the Company’s proposed lead-acid battery recycling operations. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are: (1) the fact that the Company has only recently commenced lead-producing operations and completed its initial commercial recycling facility, thus subjecting the Company to all of the risks inherent in a pre-revenue start-up; (2) risks related to Aqua Metals’ ability to raise sufficient capital, as and when needed, to develop and operate its additional recycling facilities; (3) changes in the federal, state and foreign laws regulating the recycling of lead-acid batteries; (4) the Company’s ability to protect its proprietary technology, trade secrets and know-how and (5) those other risks disclosed in the section “Risk Factors” included in the Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

Company Contact:

Aqua Metals, Inc.

Thomas Murphy

Chief Financial Officer

Main: 1-510-543-0147

www.aquametals.com

Investor Relations:

MZ North America

Greg Falesnik

Managing Director

Main: 949-385-6449

greg.falesnik@mzgroup.us

www.mzgroup.us

EX-99.2

Exhibit 99.2

Dr. Steve Clarke, CEO November 7 th 2016 The World’s First Clean Lead Recycling Company 2016 Q3 Earnings Call NASDAQ: AQMS

Safe Harbor NASDAQ: AQMS This document contains forward - looking statements concerning Aqua Metals, Inc., the lead - acid battery recycling industry, the intended benefits of its agreements with Interstate Batteries, the Company’s pursuit of debt financing options, the future of lead - acid battery recycling via traditional smelters, the Company’s development of its commercial lead - acid battery recycling facilities and the quality, efficiency and profitability of Aqua Metals’ proposed lead - acid battery recycling operations. Those forward - looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are: (1) the fact that Company only recently commenced limited lead - producing operations and completed its initial commercial recycling facility, thus subjecting the Company to all of the risks inherent in a pre - revenue start - up; (2) the uncertainties involved in any new commercial relationship and the risk that Aqua Metals will not receive the intended benefits of its agreements with Interstate Batteries; (3) the uncertainties involved in the Company’s potential acquisition of debt financing to develop additional recycling facilities; (4) risks related to Aqua Metals’ ability to raise sufficient capital, as and when needed, t o develop and operate its recycling facilities; (5) changes in the federal, state and foreign laws regulating the recycling of lead - acid batteries; (6) the Company’s ability to protect its proprietary technology, trade secrets and know - how and (7) those other risks disclosed in the section “Risk Factors” included in the Quarterly Report on Form 10 - Q filed with the SEC on November 7, 2016. Aqua Metals cautions readers not to place undue reliance on any forward - looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur. 2

Aqua Metals is proving it has the potential to change the $22billion lead market • Our first facility has the capacity to produce >120T/day of lead not 80T/day – One AquaRefining module commissioned, 5 being commissioned, more to come – Plan to sell pure lead in Q4 and to use short term intermediate products to accelerate revenue ramp - up and positive cash flow – Plan to expand to 120T/day in early 2017 • Evaluating options for non - equity funding for 4 – 5 facilities totaling ~800T/day – Progressed to the point that we are visiting sites for second and third AquaRefineries – Projecting ~30% IRR for each 160T/day AquaRefinery at a capital cost of ~$50mm – Establishing important permitting precedents, which could accelerate our roll out • We are generating strong interest in licensing to 3 rd parties – Already successfully tested 3 rd party feed stocks, with more to come – Expect to start shipping licensed AquaRefining equipment in 2017 – Developed a “Master License” approach for China and other large markets 3 We plan to do for lead what Bessemer and Nucor did for steel NASDAQ: AQMS

LAB 96% Li - ion 4% Lead acid batteries dominate the storage market ( GWh /year) LAB Li-ion NiMH Other • LABs are the world’s most recycled consumer product, at 100% recycled • Conventional recycling is expensive, polluting and does not produce ultra - pure lead • Primary lead mines, the main source of ultra - pure lead, are becoming depleted • Lead - acid batteries (LABs) are used in gas - powered electric vehicles and even Li - ion powered electric vehicles • LABs dominate data center, telecom and emerging energy storage applications • Evidence that China is re - focusing on low cost lead based EVs for mass transportation Source: Industry estimates Source: CHR Metals Lead production in million metric tons/year Lead still dominates global battery production and is continuing to grow 4 NASDAQ: AQMS

AquaRefining uses less energy, eliminates waste and toxic emissions NASDAQ: AQMS 5 • Only the lead compounds are converted back into lead • High value lead alloys recovered at source and converted directly into ingots • Much less energy required • No opportunity for fugitive emissions • Reduced permitting needs

Our first facility at TRIC has a capacity of >120T/day not 80T/day • Additional capacity through process improvements and short - term products • Started building high purity brand – Assayed at 99.99% – Providing samples to battery manufacturers • AquaRefining is not subject to NESHAP (the mandated standard for smelters) – Established important precedents that should help our roll - out and expansion – Now one of our core strengths – Accelerated interest within the battery industry – a majority of which has visited our facility NASDAQ: AQMS 6

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• TRIC – Increase our projected capacity for TRIC from 120T/day to 160T/day – Establish “Aqua” branded premium high purity lead • Additional North American AquaRefineries – Discussions on non - diluting funding for up to 800T/day progressing well – We have started visiting potential sites for our second and third AquaRefineries • Launch equipment licensing during 2017 – Completed initial testing of feed stock from North American based potential licensees – Substantive discussions with highly credible potential China partners • Crafted “Master Franchise” approach – Planning on completing 9 months of operation before delivering modules to 3 rd parties Business Expansion: Expand our own capacity and initiate licensing NASDAQ: AQMS 13

Our opportunity is a global market of ≈ $22 billion NASDAQ: AQMS Capacity (tonnes/day) AquaRefining Modules % World lead production Potential annual revenue TRIC AquaRefinery 120 - 160 32 0.2% $100 - 120mm/year 5 AquaRefineries 800 160 2.1% $500 - 600mm/year Global lead market 38,000 7,500 100% $22billion/year 14 • The lead market is highly receptive to a clean alternative to smelting and high purity lead • Historically, step change improvements in commodity manufacturing have yielded exceptional returns – Precedents include Bessemer & Nucor (steel), Pilkington (glass), Siemens (silicon)

Financials • Capex spend for year to date 2016 - $23.4M • Net Loss Year to Date $(8.6)M • Outstanding common shares on September 30, 2016 – 15,578,725 Q3 2016 Q3 2015 Operating Loss $(3.3M) $(1.3M) Net Loss $(3.5M) $(2.1M) Loss Per Share $(0.23) $(0.19) Cash @ September 30 , 2016 $16.2M Cash @ December 31 , 2015 $31.8M 1) Net loss YTD includes $1.8M in non - cash expense items – depreciation, amortization, stock compensation, warrants, amortization of debt costs and non - cash interest. NASDAQ: AQMS 15

Key Takeaways • After less than 18 months, our 1 st recycling facility (TRIC) is starting to run! – 120T/day installed capacity exceeds 80T/day planned capacity by 50% – First lead samples assayed at 99.99% confirming our ability to produce premium lead – Potential customers and licensees recognize this significant achievement • Non - diluting funding for up to 800T/day is in play – We are evaluating sites for our second and third AquaRefineries • Transition to a licensing model in 2017 is underway – Completed trials with feed materials from potential North American licensees – Establishing Strategic Relationships and Master Licensing for China and other regions • We have built a strong team that delivers – Veterans from the lead recycling industry are seeing what we can do and asking to join • Established strong Strategic Relationships and building more NASDAQ: AQMS 16

INVESTOR RELATIONS CONTACT: Greg Falesnik Senior Vice President 1 - 949 - 385 - 6449 Greg.Falesnik@mzgroup.us www.AquaMetals.com NASDAQ: AQMS