Companies › AQMS

AQMS 10-K & 10-Q changes, risk factors and insider trading

Aqua Metals, Inc. · Nasdaq · Secondary Smelting & Refining Of Nonferrous Metals · CIK 1621832 · All filings on SEC.gov

Everything below is quoted or computed from Aqua Metals, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

4 / 3risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

Jump to: Annual report (10-K) · Quarterly report (10-Q) · Insider transactions · 13F holders

What changed in the latest 10-K

Comparing 10-K filed 2026-03-31 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

4new paragraphs
3removed paragraphs
9reworded paragraphs
6,391 → 6,410words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: litigation, breach
“We are the subject of a claim that could have a material adverse effect on our financial condition. In October 2021, we filed an action against Johnson Controls Fire Protections, LP (“Defendant”) relating to its involvement in the November 2019 fire at our former TRIC facility (Aqua Metals, Inc., et. al v. Johnson Controls Fire Protections, LP, Second Judicial District of the State of Nevada CV21-01891). …”
see in full comparison
Removed text topics: fine
“We recently commenced the development of a lithium-ion recycling facility, however we are in the early stages of developing the facility and there can be no assurance that we will be able to successfully develop the facility or, if we do, realize the expected benefits of the facility. In January 2023, we announced our plans to conduct the phased development of a five-acre recycling campus in the Tahoe-Reno Industrial Center, or TRIC, in McCarran, Nevada. …”
see in full comparison
Removed text topics: liquidity
“Global economic conditions could negatively affect our prospects for growth and operating results. Our prospects for growth and operating results will be directly affected by the general global economic conditions of the industries in which our suppliers, partners and customer groups operate. We believe that the market price of battery metal is relatively volatile and reacts to general global economic conditions. Our business will be highly dependent on the economic and market conditions in each of the geographic areas in which we operate. …”
see in full comparison
New text
“We have entered into a non-binding letter of intent to acquire Lion Energy, LLC, however there can be no assurance we will be able to consummate the acquisition or that, if consummated, the acquisition will positively impact stockholder value. On February 6, 2026, we entered into a term sheet with Lion Energy, LLC, a Utah limited liability company, as amended on February 10, 2026, pursuant to which we intend to acquire Lion Energy, subject to the negotiation and execution of a definitive acquisition agreement and the satisfaction of specified conditions. …”
see in full comparison
Removed text
“As of the date of this report, we have in excess of $4.0 million of secured indebtedness, the majority of which is held by related parties and all of which becomes due within the next nine months. …”
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

We have a limited operating history and limited revenue producing operations and are currently focusing on developing our lithium battery recycling. Therefore, it is difficult for potential investors to evaluate our business. We formed our corporation in June 2014. From inception through December 31, 2024,2025, we generated a total of $11.7 million of revenue, all of which was derived primarily from the sale of lead compounds and plastics and, to a lesser extent, the sale of lead bullion and AquaRefined lead, and all but approximately $310,000 of which was derived prior to January 1, 2020 at our former LAB recycling facility. InSince the2022, last three years, theour business has been focused on completing the research and development of the application of our AquaRefining technology to the recycling of lithium-ion batteriesbatteries. Our current focus is locating, building, and operating aour lithium-ionfirst-of-a-kind lithium battery recycling pilotfacility, plant.utilizing Based upon our successelectricity to daterecycle in recovering high value metals from lithium-ion batteries using our AquaRefining technology, we have commenced the developmentinstead of aintensive five-acrechemical recyclingprocesses, campusfossil designedfuels, toor processhigh-temperature up to 7,000 tonnes of lithium-ion battery material annually from our first phase.furnaces. While we intend to continue to pursue our licensing business model, the development of our lithium-ion battery recycling facility represents a significant focus in our business strategy and course of operations.operations Asand will require our receipt of thea datesignificant amount of thisadditional report,capital, weof estimatewhich thatthere wecan willbe beginno to realize revenues from lithium-ion battery recycling with in three to four quarters after receiving funding, however we are unable to estimate when we expect to commence any meaningful commercial or revenue producing operations from either our licensing model or our lithium-ion battery recycling facility.assurance. Our limited operating history makes it difficult for potential investors to evaluate our technology or prospective operations and we are, for all practical purposes, an early-stage company subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays in a new business, including, without limitation:
see in full comparison
Full comparison: every changed paragraph (16)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We have a limited operating history and limited revenue producing operations and are currently focusing on developing our lithium battery recycling. Therefore, it is difficult for potential investors to evaluate our business. We formed our corporation in June 2014. From inception through December 31, 2024,2025, we generated a total of $11.7 million of revenue, all of which was derived primarily from the sale of lead compounds and plastics and, to a lesser extent, the sale of lead bullion and AquaRefined lead, and all but approximately $310,000 of which was derived prior to January 1, 2020 at our former LAB recycling facility. InSince the2022, last three years, theour business has been focused on completing the research and development of the application of our AquaRefining technology to the recycling of lithium-ion batteriesbatteries. Our current focus is locating, building, and operating aour lithium-ionfirst-of-a-kind lithium battery recycling pilotfacility, plant.utilizing Based upon our successelectricity to daterecycle in recovering high value metals from lithium-ion batteries using our AquaRefining technology, we have commenced the developmentinstead of aintensive five-acrechemical recyclingprocesses, campusfossil designedfuels, toor processhigh-temperature up to 7,000 tonnes of lithium-ion battery material annually from our first phase.furnaces. While we intend to continue to pursue our licensing business model, the development of our lithium-ion battery recycling facility represents a significant focus in our business strategy and course of operations.operations Asand will require our receipt of thea datesignificant amount of thisadditional report,capital, weof estimatewhich thatthere wecan willbe beginno to realize revenues from lithium-ion battery recycling with in three to four quarters after receiving funding, however we are unable to estimate when we expect to commence any meaningful commercial or revenue producing operations from either our licensing model or our lithium-ion battery recycling facility.assurance. Our limited operating history makes it difficult for potential investors to evaluate our technology or prospective operations and we are, for all practical purposes, an early-stage company subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays in a new business, including, without limitation:

Reworded

We will need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. As of December 31, 2024,2025, we had total cash of $4.0 million$10,810,000 and working capital of $(3.9)$8,977,000. million.In Asaddition to the capital we will require to develop our own commercial scale lithium-ion recycling facility, we believe that as of the date of this report, we believe thatreport we will require additional capital in order to fund our current level of ongoing costs and our proposed business plan over the next 12 months as we move forward with our business strategy.months. We intend to acquire the necessary capital though debt financing or through the sale of equity. Funding that includes the sale of our equity may be dilutive. If such funding is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.

Added

We have entered into a non-binding letter of intent to acquire Lion Energy, LLC, however there can be no assurance we will be able to consummate the acquisition or that, if consummated, the acquisition will positively impact stockholder value. On February 6, 2026, we entered into a term sheet with Lion Energy, LLC, a Utah limited liability company, as amended on February 10, 2026, pursuant to which we intend to acquire Lion Energy, subject to the negotiation and execution of a definitive acquisition agreement and the satisfaction of specified conditions. Under the Term Sheet, the total consideration payable at closing would not exceed $94.9 million and is contemplated to consist of (i) $4.1 million of cash and other consideration representing the Company’s prior investment in Lion Energy, (ii) approximately $25.8 million of Aqua Metals common stock and, if applicable, preferred stock subject to negotiated ownership caps, and (iii) up to $65 million of contingent earn-out consideration based on Lion Energy’s revenue and EBITDA over a 12-month performance period following closing. The term sheet is non-binding and the acquisition is subject to the parties negotiation and execution of a mutually agreeable definitive agreement. In addition, the acquisition is subject to a number of conditions, many of which are outside of our control, including, among other conditions (i) receipt of a fairness opinion satisfactory to our board of directors; (ii) completion of quality of earnings and market/commercial diligence with no material adverse finding; (iii) Lion Energy’s closing of a fully executed and funded asset-based lending facility of not less than $25 million simultaneously with the closing; (iv) execution of a supply and offtake agreement between us and American Battery Factory Inc.; (v) Nasdaq approval of our listing of the shares to be issued to the members of Lion Energy; and (vi) receipt of stockholder approval. There can be no assurance that a definitive acquisition agreement will be executed or that the proposed transaction will be consummated.

Added

Assuming that we are able enter into a definitive agreement and consummate the transaction, there can be no assurance that we and our stockholders will realize the expected benefits of the acquisition due to, among other matters:

Added

For the above reasons, there can be no assurance that a definitive acquisition agreement will be executed or the proposed transaction will be consummated or, if consummated, that we and our stockholders will realize the expected benefits of the acquisition.

Added

We are the subject of a claim that could have a material adverse effect on our financial condition. In October 2021, we filed an action against Johnson Controls Fire Protections, LP (“Defendant”) relating to its involvement in the November 2019 fire at our former TRIC facility (Aqua Metals, Inc., et. al v. Johnson Controls Fire Protections, LP, Second Judicial District of the State of Nevada CV21-01891). Our complaint alleged Defendant’s liability for a portion of the fire loss based on Defendant’s negligence, breach of contract and other causes of action in connection with Defendant’s failure to properly inspect, maintain and repair the fire suppression system in the TRIC facility. On March 25, 2025, the Court dismissed our complaint in response to a motion for summary judgment filed by Defendant. On May 12, 2025, Defendant filed a Memorandum for Costs seeking approximately $300,000 in litigation-related costs and on May 29, 2025, Defendant filed a motion to recover its attorney’s fees and costs in the aggregate approximate amount of $3.5 million, including approximately $300,000 of costs (the same costs identified in Defendant’s Memorandum of Costs) and approximately $3.2 million of legal fees. We believe that we have a strong defense to Defendant’s claim for recovery of fees and costs, especially with regard to Defendant’s claim for legal fees, and we intend to vigorously defend against Defendant’s motion. However, should Defendant be successful in obtaining an award for all or a substantial portion of the requested amount, we may be unable to satisfy any such award without raising additional capital either through the issuance of our equity or debt securities or and/or liquidation of some or all of our assets. There can be no assurance that Defendant’s motion for fees and costs will not have a material adverse effect on our financial condition.

Removed

As of the date of this report, we have in excess of $4.0 million of secured indebtedness, the majority of which is held by related parties and all of which becomes due within the next nine months. In February 2023, we entered into a $3 million secured debt facility with Summit Investment Services, LLC, an entity controlled by Eric Gangloff, who subsequently became a member of our board of directors, and in December 2024 we conducted the private placement of $1.5 million of secured promissory notes with eight accredited investors, including certain of our executive officers and directors who purchased an aggregate of $1,200,000 of the private placement notes. The indebtedness under the Summit debt facility and the private placement notes are secured by all of our assets, with a few exceptions. All principal and interest under the Summit debt facility is due and payable on April 27, 2025 and all principal and interest under the private placement notes are due and payable on December 31, 2025. If we are unable to repay or refinance the secured debt in a timely manner, the debt holders can exercise their rights under their security agreements collateralizing their debt and foreclose on our assets. The fact that a majority of the debt is held by our officers and directors raises issues concerning potential conflicts of interest. There can be no assurance that we will be able to repay or refinance the secured debt in a timely manner.

Removed

We recently commenced the development of a lithium-ion recycling facility, however we are in the early stages of developing the facility and there can be no assurance that we will be able to successfully develop the facility or, if we do, realize the expected benefits of the facility. In January 2023, we announced our plans to conduct the phased development of a five-acre recycling campus in the Tahoe-Reno Industrial Center, or TRIC, in McCarran, Nevada. The first phase of the facility is designed, when fully developed, to process up to 7,000 tonnes of lithium-ion battery material each year using our proprietary AquaRefining technology. On February 1, 2023, we closed on the acquisition financing and purchased the five-acre site, plus the existing 21,000 square foot building, and as noted elsewhere, in third quarter of 2023 we raised a net of $22.9 million from the sale of our common stock. In the second quarter of 2024 we raised a net of $7.3 million from the sale of our common stock. In the first half of 2024 we began the Phase One build-out of the facility. However, we will need additional financing to complete the build-out of Phase One, which we intend to pursue through conventional non-dilutive loans, potential government backed debt offerings, government grants or through the sale of our common stock via our current at-the-market offering. The Company is planning for a phased development of the campus, beginning with the already commenced redevelopment of an existing building on-site into the first commercial-scale Li AquaRefinery. Subject to our receipt of development financing on a timely basis, we expect to complete development of Phase One, including all equipment installation, within three quarters of receiving funding and to commence operations shortly thereafter. However, there can be no assurance we will be able to do so.

Reworded

Our business is dependent upon our successful implementation of innovative technologies and processes and there can be no assurance that we will be able to implement such technologies and processes in a manner that supports the successful commercial roll-out of our business model. While much of the technology and processes involved in battery recycling operations are widely used and proven, our AquaRefining process is largely innovative and, to date, has been demonstrated on a modest scale of operations. While we have shown that our proprietary technology can produce AquaRefined metals from batteries on a small scale, we have not processed recycled batteries on a commercial scale. We recentlyintend commencedto develop a commercial scale lithium-ion battery recycling facility subject to our receipt of the developmentadditional ofrequired acapital. five-acre recycling campus designed to process lithium-ion batteries, howeverHowever, there can be no assurance that we will be able to complete the development of the recycling facility or, if we are able to do so, that we will be able to successfully process lithium-ion batteries on a commercial scale.

Reworded

Our business model is new and has not been proven by us or anyone else. We are engaged in the business of producing recycled metals from LABs and high value metals from lithium-ion batteries through an innovative, and proven on a modest scale, technology. While the production of recycled batteries is an established business, to date virtually all recycled metals have been produced by way of traditional smelting processes. To our knowledge, no one has successfully produced recycled batteries in commercial quantities other than by way of smelting. In addition, neither we nor anyone else has ever successfully built a production line that commercially recycles batteries without smelting. Further, there can be no assurance that either we will be able to produce AquaRefined metals from batteries in commercial quantities at a cost of production that will provide us with an adequate profit margin. The uniqueness of our AquaRefining process presents potential risks associated with the development of a business model that is untried and unproven.

Reworded

We have performed the research and development of the application of our AquaRefining technology to the recycling and recovery of lithium-ion batteries, however there can be no assurance that our efforts will be successful. In September 2021, we announced the establishment of our Innovation Center, in McCarran, Nevada, focused on applying our AquaRefining technology to lithium-ion battery recycling research and development and prototype system activities. In 2021, we filed a provisional patent for recovering high-value metals from recycled lithium-ion batteries to complement the patents for AquaRefining. At the end ofBetween 2022 and throughout 2023 and 2024,2025, we successfully recovered all valuable materials from spent lithium batteries at production scale using our AquaRefining technology: lithium hydroxide, copper, nickel, cobalt, and manganese dioxide. We also operated our pilot plant throughout 2024.2024 and 2025. We are continuing our efforts to improve our Li AquaRefining process; however, there can be no assurance that our efforts will be successful or that we will be able to conduct the recycling and recovery of the high value metals from lithium-ion batteries on a commercial scale.

Reworded

While we have been successful in producing AquaRefined metals in small volumes, there can be no assurance that either we or our licensees will be able to replicate the process, along with all of the expected economic advantages, on a large commercial scale either for us or our prospective licensees. While we believe that our development, testing and limited production to date of AquaRefined metals has validated the concept of our AquaRefining process, the limited nature of our operations to date are not sufficient to confirm the economic returns on our production of recycled metals. Further, we have only recently commenced commercial operations in the area of recycling of lithium-ion batteries. There can be no assurance that either us or our licensees will be able to produce AquaRefined metals from batteries in commercial quantities at a cost of production that will provide us and our proposed licensees with an adequate profit margin.

Reworded

Our intellectual property rights may not be adequate to protect our business. As of the date of this report, we have 34 issued US patents, 38and 1 international patents, and 4 international allowancespatent related to our AquaRefining process.

Reworded

Unfavorable geopolitical and macroeconomic developments could adversely affect our business, financial condition or results of operations. Our business could be adversely affected by conditions in the U.S. and global economies. Global economic uncertainty, inflation, changes in interest rates, supply chain disruptions, and fluctuations in foreign exchange rates can adversely affect our operations,financial profitability,condition and results of operations. In particular, we believe that the market price of battery metal is relatively volatile and reacts to general global economic conditions. Our business will be highly dependent on the economic and market conditions in each of the geographic areas in which we operate. These conditions affect our business by reducing the demand for ourrecyclable productsbatteries and services.decreasing the price of battery metals in times of economic downturn and increasing the price of used batteries in times of increasing demand of recyclable batteries.

Reworded

Additionally, geopolitical tensions, armed conflicts in Ukraine and the Middle East, trade restrictions, tariffs, and regulatory changes in key markets where we operate could impact our ability to source materials, manufacture products, or expand into new markets. Armed conflicts, economic sanctions, and political instability in various regions may disrupt our supply chains, increase costs, and limit growth opportunities. Furthermore, shifts in industry trends, technological advancements, and competitive pressures could require us to adapt our business model or invest significant resources to remain competitive. If we are unable to effectively manage these external risks, our financial performance and strategic objectives could be materially affected.

Removed

Global economic conditions could negatively affect our prospects for growth and operating results. Our prospects for growth and operating results will be directly affected by the general global economic conditions of the industries in which our suppliers, partners and customer groups operate. We believe that the market price of battery metal is relatively volatile and reacts to general global economic conditions. Our business will be highly dependent on the economic and market conditions in each of the geographic areas in which we operate. These conditions affect our business by reducing the demand for recyclable batteries and decreasing the price of battery metals in times of economic downturn and increasing the price of used batteries in times of increasing demand of recyclable batteries. There can be no assurance that global economic conditions will not negatively impact our liquidity, growth prospects and results of operations.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

8new paragraphs
8removed paragraphs
19reworded paragraphs
4,588 → 4,778words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment, taiwan
“For the year ended December 31, 2024, we recognized a non-cash impairment charge of $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. For the year ended December 31, 2023, we recognized a non-cash impairment charge of $4,851,000, subsequent to an analysis of our investment and construction in progress ("CIP") with regard to our investment in LINICO and ACME Metals. …”
see in full comparison
Removed text topics: impairment, taiwan
“We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. At December 31, 2024, we recognized an impairment of approximately $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. …”
see in full comparison
New text topics: supply chain, labor
“During the third quarter of 2025, the Company expanded its feedstock diversification strategy to include the evaluation of polymetallic deep-sea nodules using its AquaRefining technology. In September 2025, the Company entered into an MOU with Impossible Metals Inc. to explore collaboration on a domestic, environmentally responsible supply chain for critical minerals recovered from deep-sea nodules and processed using AquaRefining. In November 2025, the Company entered into an MOU with MOBY Robotics Inc. …”
see in full comparison
New text topics: impairment
“We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. During the year ended December 31, 2025, the Company recognized an impairment and loss on disposal of property, plant and equipment of approximately $9,114,000 related to the sale of the facility located at TRIC that was under construction and intended for the Company’s Li AquaRefining recycling campus. The Company retained certain lithium-ion battery recycling commercial equipment for use in a future recycling campus development. …”
see in full comparison
Removed text topics: fine
“In February 2023, we acquired a five-acre parcel of land with an existing building to begin development of our Li AquaRefining recycling campus at TRIC. When fully developed, the facility we envision is designed to process lithium-ion battery material each year using our proprietary Li AquaRefining technology. …”
see in full comparison
Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

Net cash used in operating activities for the years ended December 31, 20242025 and December 31, 20232024 was approximately $13,632,000$10,253,000 and $3,193,000,$13,632,000, respectively. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, and stock-based compensation charges as well as net changes in working capital. During the year ended December 31, 2025, we recognized approximately $9,114,000 of impairment and loss on disposal of property, plant and equipment in connection with the sale of the facility located at TRIC and related equipment. These losses were partially offset by $1,266,000 of income from the change in fair value of the warrant liability. During the year ended December 31, 2024, we recognized approximately $2,640,000 expense for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. During the year ended December 31, 2023, we recognized $12,278,000 proceeds from salesTRIC and leasinga loss on disposal of buildingproperty, to LINICO, $1,400,000 expense for impairment on LINICO investmentplant and equipment of approximately $3,451,000 expense for impairment on ACME CIP.$440,000.
see in full comparison
Full comparison: every changed paragraph (35)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

In February 2023, we acquired a five-acre parcel of land with an existing building to begin development of our Li AquaRefining recycling campus at TRIC. When fully developed, the facility we envision is designed to process lithium-ion battery material each year using our proprietary Li AquaRefining technology. Subject to our receipt of the required additional capital, we expect to complete development of phase one, including all equipment installation within 3-4 quarters of securing the additional capital and to complete the commissioning and scaling of this operation at the new campus within 2 quarters of completion of the development. The Company is planning for a phased development of the campus, beginning with the already commenced redevelopment of an existing building on-site into the first commercial-scale Li AquaRefinery.

Reworded

In theFebruary first2023, halfwe acquired a five-acre parcel of 2024,land wewith madean significantexisting progressbuilding onat the construction of the planned first phase of the commercial Li AquaRefinery and we continueTRIC to pursue the required funding for the completion of the phase onebegin development of our five‑acreLi AquaRefining recycling campuscampus. throughDuring various2025, sources,we includingsold debt,this projectproperty. finance,The jointdecision venturewas driven by a change in the Company’s priorities and strategiccapital investmentallocation options.plans. We continue to evaluate alternative sites and funding sources to support future commercialization of our Li AquaRefining technology. At the end of 2024, we completed the first multi-week continuous 7 daysday x 24 hourshour operation campaign at our pilot facility, demonstrating the ability to deliver exceptional recovery rates and produce battery-grade critical minerals.

Reworded

In February 2025, the Company announced itsa expandedphased visionoperational strategy to more than double the output ofincrease lithium carbonate output by deferring the platingconversion of nickel and cobalt tointo metal form untilto thea nextlater phase. ThisManagement allowsbelieves forthis severalapproach improvementsmay toimprove the early years ofearly-stage scaling – reduced CAPEX by simplifying the initial product setportfolio to lithium carbonate and MHPMHP, (Mixedwhich Hydroxideis Precipitates), more volume of product dueexpected to thereduce simplification,initial capital expenditures, increase early production volumes, further de-risk withinitial theoperations, simplifiedand productimprove set, morenear-term revenue and overall operating marginsmargins, with a muchsupporting improved payback on the remaining capital to be financed. The Company continues to seek the funding to complete the Phase One.

Added

During the third quarter of 2025, the Company expanded its feedstock diversification strategy to include the evaluation of polymetallic deep-sea nodules using its AquaRefining technology. In September 2025, the Company entered into an MOU with Impossible Metals Inc. to explore collaboration on a domestic, environmentally responsible supply chain for critical minerals recovered from deep-sea nodules and processed using AquaRefining. In November 2025, the Company entered into an MOU with MOBY Robotics Inc. to evaluate robotic harvesting and precision sorting of nodules and to conduct bench-scale AquaRefining testing of nodule-derived materials. These initiatives are exploratory and are intended to assess the technical, regulatory, environmental, and economic feasibility of applying the Company’s water-based recycling and refining process to nodule-derived feedstocks. No commercial-scale operations have commenced, and there can be no assurance these efforts will result in a viable commercial pathway or future revenues.

Added

During the year ended December 31, 2025, we issued 836,219 shares of common stock pursuant to an at the market issuance sales agreement ("ATM") for net proceeds of $5,931,000, and 177,283 shares of common stock pursuant to the equity-line-of-credit purchase agreement, or ELOC for the net proceeds of $903,000. On October 16, 2025, we closed a registered direct offering of 205,213 shares of common stock at an offering price of $11.34 per share and 928,581 pre-funded warrants at an offering price of $11.339 per pre-funded warrant. In a concurrent private placement, we also sold 1,133,794 common stock purchase warrants at an offering price of $0.125 per warrant, with each warrant exercisable over a five year period for one share of common stock at an exercise price of $11.34 per share. After the deduction of the placement and legal fees payable by us, the aggregate net proceeds from the registered direct offering and warrant placement were approximately $11,939,000.

Reworded

During the year ended December 31, 2024, we issued 1,195,033119,503 shares of common stock pursuant to an at the marketATM issuance sales agreement ("ATM")facility for net proceeds of $5$5,014,000. million. OnIn May 14, 2024, we completed a public offering of 1,006,250100,625 shares of our common stock, at the public offering price of $7.80$78 per share. In connection with the sale of common stock, the Companywe issued warrants to purchase shares of common stock at the rate of one warrant for every share of purchased common stock, at the price of $0.20$2 per warrant.share. After the deduction of the underwriter’s discount and expenses payable by us, we received net proceeds of $7.3 million. During the year ended December 31, 2023, we issued 162,215 shares of common stock pursuant to an at the market issuance sales agreement for net proceeds of $3.8 million. We raised a net of $18.3 million in the third quarter of 2023 from the public offering of our common shares and a net of $4.6 million from the sale of our common stock to Yulho. In connection with the sale of common stock in 2023, the Company issued warrants to purchase 18,193 shares of the Company's common stock to the underwriter of the Company's public offering and the Company issued a warrant to purchase 10,288 shares of the Company's common stock to the placement agent of the transaction in connection with the Yulho transaction.$7,306,000.

Reworded

Our current focus is buildingsite selection, building, and operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces. We are also pursuing potential partnership and/or joint ventures agreements and licensing agreements, particularly as our Li AquaRefining continues to develop and improve. We believe that Aqua Metals is in a position to become one of the few critical minerals recovery players for which our environmental and economic value proposition should generate both great commercial wins and potentially government grants to accelerate our credibility and progress. In parallel, on February 6, 2026, the Company entered into a non-binding term sheet contemplating the acquisition of Lion Energy, LLC, which, if completed, is intended to expand the Company’s participation in energy storage systems and energy management software. See Note 19 — Subsequent events for additional information regarding the proposed transaction.

Reworded

Effective November 5, 2024, wethe Company effected a one-for-20 reverse stock split of ourits issued and outstanding common shares. Subsequently, on August 4, 2025, the Company effected a one-for-10 reverse stock split of its issued and outstanding common shares. All share and share price information set forth in this report has been adjusted retrospectively to reflect thisthese reverse stock split.splits.

Reworded

We did not engage in commercial operations in 20242025 and 2023.2024. Our operations have been devoted to developing and improving our Li AquaRefining battery recycling technology. During the year ended December 31, 2023, revenue resulted from the sale of inventory consisting of lead compounds that were generated during operation of our former TRIC facility. The following table summarizes results of operations with respect to the items set forth below for the twelve months ended December 31, 20242025 and 20232024 together with the percentage change from the twelve months ended December 31, 20232024 for those items (in thousands).

Reworded

Except for nominal revenue generated from the sale of lead finished goods, weWe did not generate revenue during the years ended December 31, 20242025 and December 31, 2023.2024. Plant activity during 20242025 and 20232024 consisted of testing our lithium-ion battery recycling technology, developing the prototype system activities, and quickly advancing from the planning and validation phases to execution and operation of our pilot facility and the build out of our commercial facility.

Reworded

Plant operations includes supplies and related costs, salaries and benefits, consulting and outside services costs, depreciation and amortization costs, insurance, travel and overhead costs. Plant operations increaseddecreased approximately $931,000$4,806,000 or 15%67% for the twelve months ended December 31, 2024,2025, as compared to the twelve months ended December 31, 2023.2024. This increasedecrease was primarily driven by a $758,000decrease riseof $2,759,000 in payroll and related fees, asresulting wefrom hiredworkforce additionalreductions staffimplemented toin operateAugust the pilot facility, process black mass2024 and buildcontinued out of our commercial facilityreductions during the first seven monthsquarter of the2025. yearAdditionally, inprofessional additionfees todecreased anby increaseapproximately of$720,000 $173,000and insupplies, insurancematerials, inventory adjustments and other serviceoverhead costs.expenses Indecreased Augustby 2024, the Company announced that due to a delay in funding, it has completed a reduction in force of personnel hired largely in expectation of securing the required funding for the completion of the Sierra ARC and commencement of operation. We expect payroll costs to be lower until funding is received and operations resume.$1,327,000.

Reworded

Research and development cost includes expenditures related to the improvement of the AquaRefining technology and the development of our lithium-ion battery recycling process. During the twelve months ended December 31, 2024,2025, research and development costs decreased approximately $154,000$262,000 or 9%17% from the comparable period in 2023.2024. Research and development is a key part of our business strategy and includes our focus on improving the Company's proprietary technology for LAB recycling and advancing our research related to the application of AquaRefining to recycling lithium-ion batteries. The decrease was driven by a reduction in payroll and payroll related fees of approximately $159,000,$158,000 as wewell completedas a reduction in supplies, materials, and other overhead expenses of forceapproximately during August 2024.$104,000.

Added

For the year ended December 31, 2025, we recognized a non-cash impairment and loss on disposal of property, plant and equipment of $9,114,000, in connection with the sale of the facility located at TRIC and related equipment. For the year ended December 31, 2024, we recognized a non-cash impairment charge of $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC and a loss on disposal of property, plant and equipment of approximately $440,000.

Removed

For the year ended December 31, 2024, we recognized a non-cash impairment charge of $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. For the year ended December 31, 2023, we recognized a non-cash impairment charge of $4,851,000, subsequent to an analysis of our investment and construction in progress ("CIP") with regard to our investment in LINICO and ACME Metals. We recognized a loss on the investment in LINICO of approximately $1,400,000 during the year ended December 31, 2023 as the result of the sale of our LINICO common stock to LINICO's parent Comstock Inc., for $600,000 payable in twelve equal monthly installments commencing in January 2024. In addition, we recognized a loss of $3,451,000 related to the ACME CIP as a result of the suspension of the development of recycling operations at the ACME Metals Taiwanese facility. During 2023, management shifted focus away from the original service under the ACME lead recycling license agreement to a new primary focus on the Lithium recycling business as a Company. As a result, management projected a decrease in the utilization of the ACME plant and its related operations, and assessed that the future expected cash flows connected with ACME are at or near zero.

Removed

We recognized a loss on disposal of property, plant and equipment of approximately $440,000 during the twelve months ended December 31, 2024 compared to a gain of $23,000 for the twelve months ended December 31, 2023.

Reworded

General and administrative expense increaseddecreased approximately $329,000,$1,482,000, or 3%,12%, for the twelve months ended December 31, 20242025 compared to the twelve months ended December 31, 2023.2024. The increasedecrease in general and administrative expenses for the twelve months ended December 31, 20242025 was primarily driven by highera reduction in payroll and related expenses of approximately $337,000 due to workforce reductions, a $27,000 decrease in director fees, a $1,221,000 decrease in professional fees associatedoffset withby ouran effortsincrease toof raise$103,000 capital.in other overhead expenses.

Added

On May 5, 2025, the Company repaid its $1,500,000 bridge loan prior to the December 31, 2025 maturity. As part of the agreement, the Company was required to pay a guaranteed interest amount of $300,000 regardless of early repayment. For the year ended December 31, 2025, the Company recognized $435,000 in interest expense (including amortization of issuance costs), and recorded a $825,000 loss on extinguishment of debt related to the write-off of unamortized financing costs and the remaining unaccrued portion of the guaranteed interest. We recognized total interest expense of $667,000 for the year ended December 31, 2025 and $574,000 for the year ended December 31, 2024. The increase was partially due to interest and related charges associated with the bridge loan during 2025, including the guaranteed interest feature and amortization of issuance costs.

Reworded

For the yearyears ended December 31, 20242025 and December 31, 2023, and2024, we recorded approximately $376,000$913,000 and $1,147,000$376,000 in interest and other income, respectively, arepresenting decreasean increase of $771,000$537,000 or 67%.143%. The decreaseincrease inwas primarily driven by the approval of a payroll tax employee retention credit during the first six months of the 2025 and higher interest and other revenue is attributable to decreased interestincome on our bank deposits andfollowing the conclusionOctober of2025 ourcapital non-recurring engineering arrangement with 6K Energy at the end of 2023.raise.

Added

For the year ended December 31, 2025, the Company recognized income of $1,266,000 related to the change in fair value of warrant liability. For the year ended December 31, 2024, the Company recognized an expense of $507,000 related to the change in fair value of warrant liability, which was primarily due to the remeasurement of the warrants issued in December 2024. The fair value of the warrant liability is determined using valuation techniques that incorporate significant unobservable inputs and assumptions, as further described in Note 11 - Warrant liability to the consolidated financial statements.

Removed

We recognized interest expense of $574,000 for the year ended December 31, 2024 and $621,000 for the year ended December 31, 2023. The decrease was partially due to a reduction in the outstanding balance of the note payable during 2023.

Removed

For the year ended December 31, 2024, the Company recognized a change in fair value of warrant liability of $507,000, which was primarily due to the remeasurement of the warrants issued in December 2024.

Reworded

As of December 31, 2024,2025, we had total assets of $26,365,000$19,706,000 and working capital deficit of $(3,538,000).$8,977,000.

Reworded

Net cash used in operating activities for the years ended December 31, 20242025 and December 31, 20232024 was approximately $13,632,000$10,253,000 and $3,193,000,$13,632,000, respectively. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, and stock-based compensation charges as well as net changes in working capital. During the year ended December 31, 2025, we recognized approximately $9,114,000 of impairment and loss on disposal of property, plant and equipment in connection with the sale of the facility located at TRIC and related equipment. These losses were partially offset by $1,266,000 of income from the change in fair value of the warrant liability. During the year ended December 31, 2024, we recognized approximately $2,640,000 expense for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. During the year ended December 31, 2023, we recognized $12,278,000 proceeds from salesTRIC and leasinga loss on disposal of buildingproperty, to LINICO, $1,400,000 expense for impairment on LINICO investmentplant and equipment of approximately $3,451,000 expense for impairment on ACME CIP.$440,000.

Reworded

Net cash provided by (used in) investing activities

Added

Net cash provided by investing activities for the year ended December 31, 2025 was approximately $2,898,000 and consisted mainly of $4,382,000 cash received from the sale of the building and equipment, $1,141,000 from refunded equipment deposits, and $100,000 received from the note receivable with LINICO. These inflows were offset by cash utilized towards equipment deposits of $231,000, purchases of equipment of $425,000, and $2,069,000 of payments made in connection with the note receivable with Lion Energy, LLC. Net cash used in investing activities for the year ended December 31, 2024 was $11,636,000 consisted mainly of cash utilized towards equipment deposits of $4,237,000 and purchases of fixed assets related to the build out of our commercial facility of $7,921,000, offset by $500,000 of cash received related to our note receivable and $22,000 cash received from the sale of equipment.

Removed

Net cash used in investing activities for the year ended December 31, 2024 was $11,636,000 compared to $9,813,000 for the year ended December 31, 2023. During these periods, net cash in investing operations primarily includes fixed asset acquisitions, deposits for future fixed asset purchases and proceeds received from sale of equipment, respectively. During the year ended December 31, 2024, we received $500,000 from the note receivable with LINICO.

Added

Net cash provided by financing activities for the year ended December 31, 2025 consisted mainly of $5,931,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $903,000 of net proceeds from the sale of Aqua Metals shares pursuant to the equity-line-of-credit purchase agreement, or ELOC, with Lincoln Park Capital Fund, LLC, and $11,940,000 in net proceeds from our October 2025 registered direct offering and exercise of pre-funded warrants, offset by $147,000 related to tax withholdings to cover RSU vesting, and $4,500,000 principal payments on notes payable. Net cash provided by financing activities for the year ended December 31, 2024 consisted of $5,014,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $1,500,000 in net proceeds from the loan agreement entered into on December 18, 2024, and $7,306,000 in net proceeds from our May 2024 public offering, offset by $552,000 related to tax withholdings to cover RSU vesting and $424,000 related to debt issuance costs.

Removed

Net cash provided by financing activities for the year ended December 31, 2024 consisted of $5,014,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $1,500,000 in net proceeds from the loan agreement entered into on December 18, 2024, and $7,306,000 in net proceeds from our May 2024 public offering, offset by $552,000 related to tax withholdings to cover RSU vesting and $424,000 related to debt issuance costs. Net cash provided by financing activities for the year ended December 31, 2023 consisted of $3,786,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $2,931,000 in net proceeds from the loan agreement secured with Summit Investment Services, LLC, $18,318,000 in net proceeds from our July 2023 public offering and $4,629,000 in net proceeds from the Yulho transaction, offset by the $6,000,000 used to pay off the note payable and by $1,092,000 related to tax withholdings to cover RSU vesting.

Reworded

As of December 31, 2024,2025, we had total cash of $4,079,000$ 10,810,000 and working capital deficit of $(3,538,000). 8,977,000. As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs over the next twelve months and move forward with our current business strategy. There can be no assurance that we will be able to acquire the necessary funding on commercially reasonable terms or at all. We intend to seek funds through the sale of equity or debt financing. Funding that includes the sale of our equity may be dilutive. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Added

We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. During the year ended December 31, 2025, the Company recognized an impairment and loss on disposal of property, plant and equipment of approximately $9,114,000 related to the sale of the facility located at TRIC that was under construction and intended for the Company’s Li AquaRefining recycling campus. The Company retained certain lithium-ion battery recycling commercial equipment for use in a future recycling campus development. At December 31, 2024, the Company recognized a $440,000 loss on disposal of property, plant and equipment and an impairment charge of approximately $2,640,000 related to equipment deposits. The charges resulted from a change in the Company's recycling strategy to prioritize mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC.

Removed

We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. At December 31, 2024, we recognized an impairment of approximately $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. The Company does not expect further impairments on remaining deposit amounts as this equipment is needed in the current plant design. During the year 2023, management shifted focus away from the original service under the license agreement (Lead business) to a new focus (Lithium business) as a Company. As such, management projected a decline in the utilization of the ACME plant and it’s related operations. At December 31, 2023, we recognized an impairment of approximately $3,451,000 to equipment under construction that was not yet capitalized related to the ACME CIP as a result of the suspension of the development of recycling operations at the ACME Metals Taiwanese facility.

Reworded

For restricted stock unit awards with performance conditions, consisting of our supplemental retention awards granted on October 3, 2024, compensation cost is recognized in the period in which it becomes probable that the performance target will be achieved and represents the compensation cost attributable to the period for which the service or goods already have been provided. These awards are based on a fixed dollar amount settled in a variable number of shares and as a result are liability classified. The fair value of these awards is based on the fixed dollar amount dictated in the award agreements. As the Company has considered the performance conditions are not probable to be met as of December 31, 2024, no compensation cost has been recorded in the consolidated financial statements. During the first quarter of 2025, once it became probable that performance conditions would be met, the shares granted became fixed and subject to an additional six-month service condition. Accordingly, compensation cost was recognized over the remaining requisite service period.

Reworded

As of December 31, 2024,2025, we and our subsidiaries had no outstanding $4,500,000 amount of indebtedness and approximately $408,000 interest payments due in the succeeding 12 months.indebtedness. As of December 31, 2024,2025, our total minimum future lease payments were $338,000,$347,000, due in the succeeding 12 months. For details regarding ourthe indebtednessCompany’s lease obligations and leasehistorical obligations,indebtedness, refer to Note 10,9 - Leases, and Note 11,10 Note- Notes payable, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Reworded

We currently have two operating leases for real estate. We lease our Reno and McCarran, Nevada spaces under non-cancelable operating leases. We elected to exercise our firstsecond extension option provided for in the Reno, Nevada lease agreement, which extended the current term of the lease to April 1, 2026.2027. The initial lease term for our mixed office and warehouse space in McCarran, Nevada expired on December 31, 2021. We elected to exercise our second extension option provided for in the McCarran, Nevada lease agreement, which extended the current term of the lease to December 31, 2027.

Reworded

Aqua Metals Reno, Inc. entered into a $3,000,000 loan agreement with Summit Investment Services, LLC, a Nevada limited liability company (the “Lender”) on February 1, 2023 and due on April 27, 2025. On December 18, 2024, Aqua Metals, Inc. entered into a Securities Purchase Agreement with eight accredited investors in connection with a private placement of secured promissory notes (“Notes”) in the aggregate principal amount of $1,500,000 and common stock purchase warrants (“Warrants) to purchase 750,00075,000 shares of the Company’s common stock. During 2025, both the Summit Investment Services, LLC loan and the secured promissory notes were repaid in full. See Note 1110 - Notes payable in the accompanying notes to the consolidated financial statements for additional information.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-30 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
1removed paragraphs
4reworded paragraphs
586 → 542words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: default

Paragraph as it now reads, with added and removed wording marked:

Our allowance for credit losses related to our Lion Energy exposure may not be adequate to cover actual credit losses, which could adversely affect our financial condition and results of operations. As of MarchJune 31,30, 2026, we had approximately $4,100,000$4,160,000 of gross amortized-cost exposure related to Lion Energy through a subordinated participation interestinterest, including accrued interest. During the second quarter of 2026, the senior loan position and relatedparticipation-related noterights receivable.and obligations were assigned to an entity that we believe is affiliated with an owner of Lion Energy. Following the assignment, our access to certain current financial, operating, and collateral information concerning Lion Energy was insignificantly defaultreduced. underConsequently, itsour seniorestimate securedof revolvingexpected credit facility as of March 31, 2026, and our participation interestlosses is subordinatedbased on the latest reliable information available to the senior secured lender.us.
see in full comparison
Reworded topics: liquidity

Paragraph as it now reads, with added and removed wording marked:

In accordance with U.S. generally accepted accounting principles (“GAAP”),GAAP, we maintain an allowance for expected credit losses under the current expected credit loss (“CECL”) model. As of MarchJune 31,30, 2026, we recorded an allowance for credit losses of approximately $437,000$2,496,000 related to the Lion Energy exposure. OurThe allowance for credit lossesestimate requires significant management judgmentjudgment, including judgments regarding the probabilities and isestimated basedrecoveries onassociated awith numberpotential offull, factors, including Lion Energy’s operating performancepartial, and liquidity, the value and recoverability of underlying collateral, expected inventory recoveries, accounts receivable collections, and management’s estimate of the probability of various recoveryno-recovery outcomes.
see in full comparison
Removed text
“There are many factors that could result in actual credit losses exceeding the recorded allowance. For example, collateral values may decline, inventory recoveries may be lower than expected, customer demand may deteriorate, costs to realize collateral may increase, or accounts receivable collections may be lower than anticipated. In addition, our recovery assumptions depend in part on the outcome of ongoing discussions regarding alternative transaction structures involving Lion Energy and its senior secured lender. These efforts may not be successful.”
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

The amount of futureActual credit losses iscould alsoexceed susceptiblethe recorded allowance due to changes in economic,collateral operating,values, market,recovery costs, market and operating conditions, the availability and enforceability of credit support, the senior lender’s priority claim, the outcome of commercial or legal recovery efforts, the unavailability of additional information regarding Lion Energy's financial condition and operations, and other conditionscircumstances beyond management’s control. As a result, our allowance for credit losses may not be adequate to coverIf actual losses,recoveries andare lower than estimated, we may be required to record additional material provisions for credit losses in future periods.periods, Any such additional provisionswhich could materially adversely affect our financial condition, results of operations, and liquidity.
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

We will need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $6,816,000,$4,744,000, current liabilities of $3,617,000$2,828,000 and working capital of $7,479,000.$4,047,000. As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs and our proposed business plan over the next 12 months as we move forward with our business strategy. We intend to acquire the necessary capital thoughthrough debt financing, sale of assets or through the sale of equity. Funding that includes the sale of our equity may be dilutive. If such funding is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.
see in full comparison
Full comparison: every changed paragraph (5)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

We will need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $6,816,000,$4,744,000, current liabilities of $3,617,000$2,828,000 and working capital of $7,479,000.$4,047,000. As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs and our proposed business plan over the next 12 months as we move forward with our business strategy. We intend to acquire the necessary capital thoughthrough debt financing, sale of assets or through the sale of equity. Funding that includes the sale of our equity may be dilutive. If such funding is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.

Reworded

Our allowance for credit losses related to our Lion Energy exposure may not be adequate to cover actual credit losses, which could adversely affect our financial condition and results of operations. As of MarchJune 31,30, 2026, we had approximately $4,100,000$4,160,000 of gross amortized-cost exposure related to Lion Energy through a subordinated participation interestinterest, including accrued interest. During the second quarter of 2026, the senior loan position and relatedparticipation-related noterights receivable.and obligations were assigned to an entity that we believe is affiliated with an owner of Lion Energy. Following the assignment, our access to certain current financial, operating, and collateral information concerning Lion Energy was insignificantly defaultreduced. underConsequently, itsour seniorestimate securedof revolvingexpected credit facility as of March 31, 2026, and our participation interestlosses is subordinatedbased on the latest reliable information available to the senior secured lender.us.

Reworded

In accordance with U.S. generally accepted accounting principles (“GAAP”),GAAP, we maintain an allowance for expected credit losses under the current expected credit loss (“CECL”) model. As of MarchJune 31,30, 2026, we recorded an allowance for credit losses of approximately $437,000$2,496,000 related to the Lion Energy exposure. OurThe allowance for credit lossesestimate requires significant management judgmentjudgment, including judgments regarding the probabilities and isestimated basedrecoveries onassociated awith numberpotential offull, factors, including Lion Energy’s operating performancepartial, and liquidity, the value and recoverability of underlying collateral, expected inventory recoveries, accounts receivable collections, and management’s estimate of the probability of various recoveryno-recovery outcomes.

Removed

There are many factors that could result in actual credit losses exceeding the recorded allowance. For example, collateral values may decline, inventory recoveries may be lower than expected, customer demand may deteriorate, costs to realize collateral may increase, or accounts receivable collections may be lower than anticipated. In addition, our recovery assumptions depend in part on the outcome of ongoing discussions regarding alternative transaction structures involving Lion Energy and its senior secured lender. These efforts may not be successful.

Reworded

The amount of futureActual credit losses iscould alsoexceed susceptiblethe recorded allowance due to changes in economic,collateral operating,values, market,recovery costs, market and operating conditions, the availability and enforceability of credit support, the senior lender’s priority claim, the outcome of commercial or legal recovery efforts, the unavailability of additional information regarding Lion Energy's financial condition and operations, and other conditionscircumstances beyond management’s control. As a result, our allowance for credit losses may not be adequate to coverIf actual losses,recoveries andare lower than estimated, we may be required to record additional material provisions for credit losses in future periods.periods, Any such additional provisionswhich could materially adversely affect our financial condition, results of operations, and liquidity.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

15new paragraphs
16removed paragraphs
16reworded paragraphs
3,136 → 2,914words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: fine, supply chain, labor
“During the third quarter of 2025, the Company expanded its feedstock diversification strategy by evaluating the application of its AquaRefining technology to polymetallic deep-sea nodules as a potential additional source of critical minerals. In September 2025, the Company entered into a memorandum of understanding (“MOU”) with Impossible Metals Inc. to collaborate on the development of a domestic supply chain for essential minerals, including nickel, cobalt, copper, manganese, and rare earth elements, recovered from deep-sea nodules and refined through the AquaRefining process.”
see in full comparison
Removed text topics: fine
“In February 2025, the Company refined its development strategy to focus on increasing lithium carbonate production by deferring the plating of nickel and cobalt into metal form. This approach is intended to simplify the initial product mix to lithium carbonate and mixed hydroxide precipitate (“MHP”), reduce capital requirements, improve scalability, and enhance projected operating margins and return on investment. The Company continues to seek financing to construct its first commercial lithium-ion battery recycling facility.”
see in full comparison
Removed text topics: impairment
“For the three months ended March 31, 2025, the Company recognized a non-cash impairment expense of $5,247,000 related to construction-in-progress for the facility located at TRIC. The impairment was the result of a strategic shift and revised capital allocation priorities, which led management to discontinue development of the facility for its originally intended use. As a result, the carrying amount of the facility was reduced to reflect its fair value.”
see in full comparison
Removed text topics: labor
“Our focus for the critical battery minerals market includes operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of traditional approaches involving intensive and dangerous and expensive one time use chemical processes, fossil fuels, or high-temperature furnaces which also produce very large gas (CO2) and solid (sodium sulfate) waste streams our process avoids. …”
see in full comparison
New text topics: impairment
“For the three and six months ended June 30, 2025, the Company recognized a non-cash impairment and loss on disposal of property, plant and equipment of $3,765,000 and $9,012,000, respectively, in connection with the sale of the facility located at TRIC and related equipment.”
see in full comparison
Removed text topics: labor
“The Company's current focus is site selection, construction, and operation of an initial lithium-ion battery recycling facility utilizing electricity-based processes in place of conventional high-temperature or chemical-based methods. The Company is also pursuing potential partnerships, joint ventures, and licensing arrangements as its Li AquaRefining technology continues to develop. …”
see in full comparison
Full comparison: every changed paragraph (47)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other filings with the Securities and Exchange Commission, or SEC,SEC including our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, or our 2025 Annual Report.

Reworded

In this report we make, and from time to time we otherwise make written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.1934, as amended (the “Exchange Act”). Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in our documents, reports, filings with the SEC, and news releases, and in written or oral presentations made by officers or other representatives to analysts, stockholders, investors, news organizations and others, and in discussions with management and other of our representatives.

Reworded

Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties, including those risks included below in Part II, Item 11A “Risk Factors”. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.

Added

Aqua Metals is commercializing a domestic critical minerals processing platform centered on its proprietary AquaRefining™ technology. The Company’s near-term commercialization strategy is focused on Project Headwaters ARC, a planned phased critical minerals processing campus designed to begin with commercially proven lithium iron phosphate (“LFP”) battery preprocessing and expand over time through the integration of AquaRefining™ into higher-value critical mineral production.

Added

The Company’s phased commercialization strategy is intended to reduce execution risk by establishing initial processing operations and commercial relationships before integrating AquaRefining™ into the project. Aqua Metals believes this staged approach supports disciplined capital deployment while creating a scalable platform capable of expanding beyond LFP into additional battery chemistries and selected critical mineral feedstocks over time.

Added

AquaRefining™ is Aqua Metals’ patented hydrometallurgical and electrochemical process designed to recover valuable battery materials while reducing one-time-use process chemicals, minimizing waste generation and supporting a safer, lower-cost processing architecture compared with conventional approaches. The Company believes AquaRefining™ can become an important differentiator as it advances the commercial deployment of Project Headwaters ARC.

Added

Project Headwaters ARC is intended to serve as the Company’s first commercial critical minerals processing campus and the initial node in a broader domestic processing platform. During the quarter, the Company continued advancing multiple project development workstreams, including site diligence, engineering, equipment evaluation, commercial discussions, project financing alternatives, incentive programs and permitting activities. The timing and scope of the project remain subject to financing, commercial agreements, permitting, engineering and Board approval.

Added

The Company continues to prioritize preserving financial flexibility while advancing Project Headwaters ARC through disciplined, milestone-based capital deployment. Consistent with this strategy, management is evaluating multiple potential sources of capital, including project equity, equipment financing, real estate financing, working capital facilities and government incentives, with the objective of matching each capital source to the appropriate project use.

Added

The Company also continues to advance its broader technology platform, which is intended to support future processing of additional lithium-ion battery chemistries and selected critical mineral feedstocks as commercial opportunities develop.

Removed

Aqua Metals is engaged in the development and commercialization of clean, water-based recycling technologies designed to provide cost-efficient solutions for the recycling of both lead and lithium-ion (“Li”) batteries. The Company’s core technology, AquaRefining, is a patented hydrometallurgical and electrochemical process that uses electricity to recover high-purity metals from spent batteries. This process is designed to reduce emissions, eliminate the need for high-temperature furnaces, and minimize waste compared to conventional recycling methods. AquaRefining was initially applied to the lead-acid battery (“LAB”) recycling industry.

Removed

The Company is applying its AquaRefining technology to lithium-ion battery recycling, with a focus on developing a cost-efficient process to recover critical minerals such as lithium, nickel, cobalt, and copper. The Company believes its process has the potential to produce higher quality materials with lower environmental impact compared to conventional recycling methods.

Removed

In 2021, the Company expanded its focus to lithium-ion battery recycling, including the establishment of its Innovation Center located at the Tahoe Reno Industrial Center (“TRIC”), which supports research, development, and pilot-scale operations. In 2022, the Company demonstrated the ability to recover key battery materials from lithium-ion battery black mass at bench scale and subsequently constructed a fully integrated pilot system at its Innovation Center. In late 2022, the Company began operating its initial lithium-ion battery recycling system, and in early 2023, it recovered its first recycled metals using its Li AquaRefining process. The Company is evaluating alternative, lower-cost locations for future development and is exploring potential co-location opportunities with strategic partners to reduce capital expenditures and operating costs.

Removed

In February 2025, the Company refined its development strategy to focus on increasing lithium carbonate production by deferring the plating of nickel and cobalt into metal form. This approach is intended to simplify the initial product mix to lithium carbonate and mixed hydroxide precipitate (“MHP”), reduce capital requirements, improve scalability, and enhance projected operating margins and return on investment. The Company continues to seek financing to construct its first commercial lithium-ion battery recycling facility.

Removed

During the third quarter of 2025, the Company expanded its feedstock diversification strategy by evaluating the application of its AquaRefining technology to polymetallic deep-sea nodules as a potential additional source of critical minerals. In September 2025, the Company entered into a memorandum of understanding (“MOU”) with Impossible Metals Inc. to collaborate on the development of a domestic supply chain for essential minerals, including nickel, cobalt, copper, manganese, and rare earth elements, recovered from deep-sea nodules and refined through the AquaRefining process.

Removed

In November 2025, the Company entered into an additional MOU with MOBY Robotics Inc. to explore robotic harvesting and precision sorting of nodules and to conduct bench-scale testing of AquaRefining for these materials. These initiatives remain exploratory and are intended to assess the technical and economic feasibility of applying the Company’s process to nodule-derived feedstocks.

Removed

During the three months ended March 31, 2026, we issued 198,780 shares of common stock pursuant to an at the market, or ATM, sales agreement for net proceeds of $1,295,000 and 131,569 shares of common stock pursuant to the 2026 employee stock purchase plan for the net proceeds of $621,000.

Removed

During the three months ended March 31, 2025, we issued 59,648 shares of common stock pursuant to the ATM facility for net proceeds of $1,214,000.

Removed

The Company's current focus is site selection, construction, and operation of an initial lithium-ion battery recycling facility utilizing electricity-based processes in place of conventional high-temperature or chemical-based methods. The Company is also pursuing potential partnerships, joint ventures, and licensing arrangements as its Li AquaRefining technology continues to develop. The Company believes its technology may provide an environmentally and economically competitive approach to critical minerals recovery and may support opportunities for strategic collaborations and potential government funding.

Removed

Our business strategy is based on the pursuit of building, operating and licensing Li AquaRefining recycling capacity to meet the growing demand for critical battery metals in lithium-ion batteries driven by innovations in automobile batteries, growth in internet data centers being rapidly accelerated by artificial intelligence (AI), and alternative energy applications, including solar, wind, and grid-scale storage.

Removed

We are continuing to validate and optimize Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives. Throughout 2023 and 2024, we have demonstrated at our pilot facility our ability to recover key valuable minerals in lithium-ion batteries, such as lithium hydroxide or lithium carbonate, copper, nickel, cobalt, and other compounds. These demonstrations ran for 24 hours x 5 days a week for many weeks in 2024 and an extended 24 hours x 7 days a week endurance run in November-December of 2024 that produced the results the Company believes makes the process commercial scale ready. Our next goal for lithium AquaRefining is to process commercial quantities of nickel, cobalt, and copper in a pure metal form that can be sold to the general metals and superalloy markets and can be made into battery precursor compound materials with known processes already used in the mining industry. The location for the pilot demonstration facility is in our Innovation Center in Tahoe-Reno Industrial Center. Our next phase is constructing our first commercial ARC and we are actively working with multiple potential supply, off-take, and funding partners to determine the optimal timing and location. The construction of the first commercial facility is subject to our receipt of additional financing.

Removed

Our focus for the critical battery minerals market includes operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of traditional approaches involving intensive and dangerous and expensive one time use chemical processes, fossil fuels, or high-temperature furnaces which also produce very large gas (CO2) and solid (sodium sulfate) waste streams our process avoids. Because of the cost savings (labor, chemical, waste streams, footprint), the Company believes it is the low cost producer giving a material economic advantage to lithium AquaRefining compared to other processes. We are also exploring partnership and/or joint venture agreements, particularly as our Li AquaRefining matures. We believe that Aqua Metals is in a position to become one of the few critical minerals recovery players for which our environmental and economic value proposition should generate both great commercial wins and potentially government grants and support to accelerate our expansion and progress.

Added

During the six months ended June 30, 2026, we issued 379,772 shares of common stock pursuant to the ATM program, sales agreement for net proceeds of $1,876,000 and 131,569 shares of common stock pursuant to the 2026 ESPP for the net proceeds of $621,000.

Added

During the six months ended June 30, 2025, we issued 211,474 shares of common stock pursuant to the ATM program for net proceeds of $2,735,000.

Reworded

We did not engage in commercial operations in 2026 or 2025. Our operations have been devoted to developing our Li AquaRefining battery recycling technology. During the threesix months ended MarchJune 31,30, 2026, we focused on the continued operation of the pilot facility and advancing the underlying processes that support our recycling capabilities. We did not earn any revenue during the three and six months ended MarchJune 31,30, 2026 and 2025. The following table summarizes our results of operations with respect to the items set forth below for the three and six months ended MarchJune 31,30, 2026 and 2025 together with the dollar and percentage changes in those items (in thousands).

Reworded

Plant operations include materials, supplies related costs, salaries and benefits, consulting, outside services costs, inventory adjustments, depreciation, amortization, insurance, travel and overhead costs. Plant operations decreased approximately $223,000,$212,000, or 30.8%,27.3%, and $436,000, or 29.0% for the three and six months ended MarchJune 31,30, 20262026, as compared to the three and six months ended MarchJune 31,30, 2025. The decrease in plant operations for the three months ended MarchJune 31,30, 2026 was primarily drivendue to $122,000 reduction in insurance-related expenses. In addition, payroll and related costs decreased by approximately $56,000 while supplies, materials, inventory adjustments and other overhead expenses decreased by $34,000. The decrease in plant operations for six months ended June 30, 2026 was primarily due to a $244,000 reduction in insurance-related expenses and a decrease of approximately $221,000 in payroll and related costscosts, of approximately $166,000,primarily resulting from continued workforce reductions implemented during the first quarter of 2025.2025, Additionally,as well as the reallocation of personnel and resources to general and administrative activities related to identifying and securing a site for the Company’s planned lithium-ion battery recycling campus. In addition, supplies, materials, inventory adjustmentsadjustments, and other overhead expenses decreased by $188,000approximately $76,000. These decreases were partially offset by professionalan feesincrease increased byof approximately $131,000.$105,000 in professional fees.

Reworded

Research and development cost includes expenditures related to the continued enhancement of the AquaRefining technology and the development of our lithium-ion battery recycling process. DuringFor the three months ended MarchJune 31,30, 2026, research and development expenses decreased $54,000,$47,000, or approximately 16.1%,15.9%, compared to the three months ended MarchJune 31,30, 2025. This decrease was primarily due to lower payroll and related costs of approximately $56,000,$38,000 offsetand bya an increasedecrease in supplies, materials, and other overhead expenses of approximately $2,000.$9,000. For the six months ended June 30, 2026, research and development expenses decreased $101,000, or 16%, compared to the six months ended June 30, 2025. This decrease was primarily due to lower payroll and related costs of approximately $94,000, and a decrease in supplies, materials, and other overhead expenses of approximately $7,000.

Added

For the three and six months ended June 30, 2025, the Company recognized a non-cash impairment and loss on disposal of property, plant and equipment of $3,765,000 and $9,012,000, respectively, in connection with the sale of the facility located at TRIC and related equipment.

Removed

For the three months ended March 31, 2025, the Company recognized a non-cash impairment expense of $5,247,000 related to construction-in-progress for the facility located at TRIC. The impairment was the result of a strategic shift and revised capital allocation priorities, which led management to discontinue development of the facility for its originally intended use. As a result, the carrying amount of the facility was reduced to reflect its fair value.

Reworded

For the three and six months ended MarchJune 31,30, 2026, the Company recognized a non-cash provisionprovisions for credit losses of $437,000$2,059,000 and $2,496,000, respectively, related to the Lion Energy participation interestinterest, andincluding relatedaccrued note receivable.interest. The provisionprovisions reflectsreflect management’s estimate of expected credit losses under ASC 326 based on a probability-weighted analysis of potential recovery scenarios, including expected collateral recoveries, estimated costs to realize collateral, and the senior lender’s priority claim.scenarios.

Added

General and administrative expense decreased $472,000, or approximately 21.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was primarily attributable to a reduction of approximately $498,000 in professional fees and a decrease of approximately $87,000 in other overhead expense. These decreases were offset by an increase of $113,000 in payroll and related costs, primarily resulting from the reallocation of personnel and resources to general and administrative activities related to identifying and securing a site for the Company’s planned lithium-ion battery recycling campus. For the six months ended June 30, 2026, general and administrative expense increased by $72,000, or 1.6%, compared to the six months ended June 30, 2025. The increase was primarily due to $127,000 increase in professional fees, $62,000 increase in payroll and related costs, and $40,000 in travel expenses offset by $157,000 in other overhead expenses. The $127,000 increase in professional fees for the six month period reflects an increase of approximately $625,000 during the first quarter of 2026 compared with the first quarter of 2025, partially offset by the $498,000 decrease during the second quarter of 2026. The first quarter increase was primarily attributable to professional fees related to due diligence and other professional services related to the contemplated acquisition of Lion Energy.

Removed

General and administrative expense increased $544,000, or approximately 22.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to an increase of approximately $625,000 in professional fees related to due diligence for our proposed acquisition of Lion Energy, partially offset by reductions in payroll and related costs of approximately $51,000 and other overhead expense of approximately $30,000.

Reworded

The following table summarizes our other income and interest expense for the three and six months ended MarchJune 31,30, 2026 and 2025 together with the dollar and percentage changes in those items (in thousands).

Removed

The decrease in interest expense for the three months ended March 31, 2026, is due to the decrease in the notes payable outstanding balance.

Reworded

WeInterest recognizedexpense decreased approximately $149,000$239,000, inor interest97.6%, and other$633,000, incomeor during97.8%, for the three and six months ended MarchJune 31,30, 2026,2026 a decrease of $131,000 or 46.8%,as compared to the three and six months ended MarchJune 31,30, 2025. The decrease wasin primarilyinterest expense is due to the recognition of a payroll tax employee retention creditdecrease in the firstnotes quarterpayable ofoutstanding 2025.balance.

Added

On May 5, 2025, the Company repaid its $1,500,000 bridge loan prior to its December 31, 2025 maturity date. Under the terms of the bridge loan, the Company was required to pay a guaranteed interest amount of $300,000 regardless of early repayment. For the six months ended June 30, 2025, the Company recognized $435,000 in interest expense (including amortization of issuance costs), and recorded a $825,000 loss on extinguishment of debt related to the write-off of unamortized financing costs and the remaining unaccrued portion of the guaranteed interest.

Added

We recognized approximately $51,000 and $201,000 in interest and other income during the three and six months ended June 30, 2026, a decrease of $446,000 and $576,000 compared to the three and six months ended June 30, 2025. The decrease was primarily driven by the approval of a payroll tax employee retention credit during the six months ended June 30, 2025.

Reworded

For the three and six months ended MarchJune 31,30, 2026, the Company recognized a $47,000$69,000 and $115,000 change in the fair value of its warrant liability, primarily due to the remeasurement of warrants issued in December 2024.

Reworded

As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $6,816,000,$4,744,000, current liabilities of $3,617,000$2,828,000 and working capital of approximately $7,479,000.$4,047,000. The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future. In order to satisfy our capital requirements, the Company will need to improve its liquidity position through equity or debt financings and/or reductions in operating costs, in order to satisfy its liquidity needs. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business.

Reworded

Management believes that the Company's capital resources remain insufficient to sustain operations through at least the next twelve months from the date of this filing. Additionally, in view of the Company’s expectation to incur significant losses and continue utilizing cash in operations for the foreseeable future, the Company will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to such resources, iscannot notbe assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern through the next twelve months from the date of this filing.

Reworded

Looking ahead, Aqua Metals plansintends to continue pilot operations, advance site selection and permitting for its first commercial AquaRefining facility and pursue additional strategic partnerships to support commercialization.

Reworded

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 and threesix months ended MarchJune 31,30, 2025 was $3,844,000$6,474,000 and $2,753,000,$5,299,000, respectively. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, amortization of deferred financing costs, provision for credit loses,losses, stock-based compensation, impairment and loss on disposal of property, plant and equipment, as well as net changes in working capital. During the threesix months ended MarchJune 31,30, 2026, the Company recognized a non-cash provision for credit losses of $2,496,000 related to the Lion Energy participation interest. During the six months ended June 30, 2025, we recognized approximately $5,247,000$9,012,000 non-cash impairment expense related to the construction-in-progress for the facility located at TRIC.

Reworded

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $2,000,000 and consisted mainly of cash advanced to acquire a subordinated participation interest in Lion Energy’s senior secured credit facility. Net cash usedprovided inby investing activities for the threesix months ended MarchJune 31,30, 2025 was $375,000$4,936,000 and consisted mainly of $4,347,000 cash received from the sale of the building and equipment, $1,141,000 from equipment deposits, the payment of our $100,000 related to our note receivable, offset by cash utilized towards equipment deposits of $186,000$231,000 and purchases of fixed assets related to the build out of our commercial facility of $289,000, offset by $100,000 of cash received related to our note receivable.$421,000.

Reworded

Net cash provided by financing activities was $1,850,000$2,408,000 for the threesix months ended MarchJune 31,30, 2026, consisting of $1,295,000$1,876,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-marketATM offering, or ATM,program, and $621,000 of net proceeds from the sale of Aqua Metals shares pursuant to the 2026 employee stock purchase plan agreement, or ESPP, offset by $56,000$78,000 related to tax withholdings to cover RSU vesting and $10,000$11,000 principal payments on finance leases. Net cash providedused byin financing activities ofwas $638,000$1,783,000 for the threesix months ended MarchJune 31,30, 20252025, consistedconsisting of $1,214,000$2,735,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-marketATM offering,program, orand ATM,$69,000 of net proceeds from the sale of Aqua Metals shares pursuant to the ELOC with Lincoln Park Capital Fund, LLC, offset by $66,000 related to tax withholdings to cover RSU vesting and $500,000$4,500,000 principal payments on notes payable.

Added

The Company’s estimate of expected credit losses on its $4,160,000 exposure to Lion Energy requires significant management judgment due to the borrower-specific nature of the exposure, the Company’s subordinated position relative to the senior secured lender, limited access to certain current financial, operating, and collateral information, and uncertainty regarding future recovery outcomes. As described in Note 3 to the condensed consolidated financial statements, management identified changes in facts and circumstances during the six months ended June 30, 2026.

Added

Management estimated the allowance using a probability-weighted analysis that considered full, partial, and no-recovery scenarios. The most sensitive assumptions include the probabilities assigned to the recovery scenarios and the estimated recovery for each outcome. Based on the latest reliable information available as of June 30, 2026, management estimated probability-weighted recovery rate of approximately 40% and recorded an allowance for credit losses of approximately $2,496,000.

Added

The estimate remains highly subjective and subject to substantial uncertainty. Actual recoveries and realized credit losses could differ materially from the recorded allowance based on collateral realization, recovery costs, market conditions, the availability and enforceability of credit support, and other developments affecting the Company’s recovery. Changes in any of these assumptions or factors could result in a material adjustment to the allowance for credit losses in future periods.

Removed

The Company’s estimate of expected credit losses on its $4,100,000 exposure to Lion Energy requires significant management judgment due to the borrower-specific nature of the exposure, the Company’s subordinated position relative to the senior secured lender, and the uncertainty regarding future recovery outcomes. Management identified changes in facts and circumstances during the three months ended March 31, 2026, because the equity transaction originally contemplated is no longer expected to proceed as originally structured. As a result, the Company’s recovery may be dependent on collateral realization, inventory monetization, accounts receivable collections, available credit support, and ongoing discussions regarding alternative transaction structures. Management estimated the allowance using a probability-weighted scenario analysis that considered multiple recovery outcomes, expected collateral recoveries, the senior lender’s priority claim, estimated costs to realize collateral, and available credit support. The most sensitive assumptions in the analysis are the probability assigned to each recovery scenario and the related estimated collateral recoveries. Based on information available as of March 31, 2026, management recorded an allowance for credit losses of approximately $437,000. However, the estimate remains highly judgmental and subject to change as facts and circumstances evolve. Although management believes its estimate reflects the best information currently available, actual recoveries and realized credit losses could differ materially from the recorded allowance if collateral recoveries are lower than expected, costs to realize collateral increase, market conditions deteriorate, or available credit support becomes unavailable or unenforceable.

AQMS insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-24Henderson Steven K
Director
Grant/award 10,427— —16,840 SEC
2026-08-24Divito Vincent L
Director
Grant/award 15,641— —26,402 SEC
2026-08-24Gangloff Eric John
Director
Grant/award 10,427— —22,347 SEC
2026-08-24Cotton Stephen
Director, Chief Executive Officer
Grant/award 104,818— —318,784 SEC
2026-08-24West Eric
Chief Financial Officer
Grant/award 37,352— —100,476 SEC
2026-08-24Taecker Benjamin S.
Chief Eng and Opr Officer
Grant/award 30,958— —87,274 SEC
2026-08-19Taecker Benjamin S.
Chief Eng and Opr Officer
Shares withheld for tax 1,005$2.67 $2.7K56,316 SEC
2026-08-19West Eric
Chief Financial Officer
Shares withheld for tax 1,213$2.67 $3.2K63,124 SEC
2026-08-19Cotton Stephen
Director, Chief Executive Officer
Shares withheld for tax 3,305$2.67 $8.8K213,966 SEC
2026-07-01Taecker Benjamin S.
Chief Eng and Opr Officer
Shares withheld for tax 744$2.97 $2.2K57,321 SEC
2026-07-01Cotton Stephen
Director, Chief Executive Officer
Shares withheld for tax 2,402$2.97 $7.1K217,271 SEC
2026-05-19West Eric
Chief Financial Officer
Shares withheld for tax 721$3.91 $2.8K64,337 SEC
2026-04-13West Eric
Chief Financial Officer
Shares withheld for tax 863$3.92 $3.4K65,058 SEC
2026-04-13Taecker Benjamin S.
Chief Eng and Opr Officer
Shares withheld for tax 715$3.92 $2.8K58,065 SEC
2026-04-13Cotton Stephen
Director, Chief Executive Officer
Shares withheld for tax 2,352$3.92 $9.2K219,673 SEC

Well-known investors holding AQMS (13F)

None of the 59 investors we track reported a position in their latest 13F.

Coming soon: email alerts when AQMS files, watchlists and downloadable comparisons.