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PRE-MKT · 06:00 ET
Market ClerkRecap
Fri Oct 23 · pre-market6 signals on Oct 22103 insider buys this week · $208.8MCIRO short report next: Oct 31The week ahead

AQMS

Aqua Metals, Inc.
NASDAQ · MATERIALS · SECONDARY SMELTING & REFINING OF NONFERROUS METALS
1.49
−0.02 −1.32%
USD · close Oct 22
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Work order
31
FLAG · shorts 31
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $5.3MP/E —DIV YIELD —FCF YIELD -215.31%REV TTM —NET INCOME −$16MNET CASH $4.4M52W 1.42 – 10.05SEC XBRL · TTM TO Invalid Date

How AQMS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
67%
of sentences unchanged
Added
40
new sentences
Dropped
40
sentences removed
Length
+229
words, now 7,054

New in FY2025

  • From inception through December 31, 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.
  • Since 2022, our business has been focused on the research and development of the application of our AquaRefining technology to the recycling of lithium-ion batteries.
  • Our current focus is locating, 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.
  • 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 and will require our receipt of a significant amount of additional capital, of which there can be no 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: • our ability to successfully apply, and realize the expected benefits of applying, our AquaRefining technology to the plating of high value metals found in lithium-ion batteries, including cobalt, and nickel; • the timing and success of our plan of commercialization and the fact that we have not entered into a commercial license for our AquaRefining technology or developed our own commercial scale lithium-ion recycling facility; • our ability to obtain the capital necessary to build out our proposed lithium-ion recycling facility and, subject to our receipt of the required capital, our ability to successfully build out the facility; • our ability to demonstrate that our AquaRefining technology can recycle either LABs or lithium-ion batteries on a commercial scale; and • our ability to license our AquaRefining process and sell our AquaRefining equipment to recyclers of LABs and lithium-ion batteries.
  • As of December 31, 2025, we had total cash of $10,810,000 and working capital of $8,977,000.
  • In addition 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 will require additional capital to fund our current level of ongoing costs over the next 12 months.
  • The report of our independent registered public accounting firm for the year ended December 31, 2025 states that there is substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
  • 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.
  • 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: • We will issue $25.8 million of our common stock to the members of Lion Energy at the closing and up to $65 million of our common stock in earn-out consideration on the 12-month anniversary of the closing.
  • In addition, we have previously funded $4.1 million of cash and other consideration representing our investment in Lion Energy.
  • These stock issuances will be highly dilutive to our pre-closing stockholders.
  • While we believe that the acquisition of Lion Energy will build stockholder value, there can be no assurance that such stock issuances will be accretive in value to our pre-closing stockholders; • While our chief executive officer has prior experience in the management of a battery system manufacturer and we intend that the current management of Lion Energy remain in place in the operation of the acquired operations, we have no prior experience in the management of a battery system developer or manufacturer nor do we have any prior experience in acquiring, integrating and operating a business the size of Lion Energy.
  • There can be no assurance that if we are able to consummate the acquisition that we will be able to successfully integrate and operate the business of Lion Energy.
  • 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.
  • 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.
  • We intend to develop a commercial scale lithium-ion battery recycling facility subject to our receipt of the additional required capital.
  • However, there can be no assurance that we will be able to 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.
  • Further, there can be no assurance that 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.
  • Between 2022 and 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 and 2025.
  • As of the date of this report, we have 4 issued US patents, and 1 international patent related to our AquaRefining process.
  • We also have further patent applications pending in the United States and numerous corresponding patent applications pending in 15 additional jurisdictions relating to certain elements of the technology underlying our AquaRefining process and related apparatus and chemical formulations.
  • Global economic uncertainty, inflation, changes in interest rates, supply chain disruptions, and fluctuations in foreign exchange rates can adversely affect our financial 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.
  • 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.
  • Since January 1, 2025, the reported high and low sales prices of our common stock have ranged from $3.46 to $29.62 through March 24, 2026.

Gone since FY2024

  • From inception through December 31, 2024, 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.
  • In the last three years, the business has been focused on completing the research and development of the application of our AquaRefining technology to the recycling of lithium-ion batteries and operating a lithium-ion recycling pilot plant.
  • Based upon our success to date in recovering high value metals from lithium-ion batteries using our AquaRefining technology, we have commenced the development of a five-acre recycling campus designed to process up to 7,000 tonnes of lithium-ion battery material annually from our first phase.
  • 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.
  • As of the date of this report, we estimate that we will begin 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.
  • 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: • our ability to successfully apply, and realize the expected benefits of applying, our AquaRefining technology to the plating of high value metals found in lithium-ion batteries, including cobalt, and nickel; • the timing and success of our plan of commercialization and the fact that we have not entered into a commercial license for our AquaRefining technology and only have recently commenced the build out of our lithium-ion recycling facility; • our ability to successfully develop our proposed lithium-ion recycling facility; • our ability to demonstrate that our AquaRefining technology can recycle either LABs or lithium-ion batteries on a commercial scale; and • our ability to license our AquaRefining process and sell our AquaRefining equipment to recyclers of LABs and lithium-ion batteries.
  • As of December 31, 2024, we had total cash of $4.0 million and working capital of $(3.9) million.
  • 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.
  • The report of our independent registered public accounting firm for the year ended December 31, 2024 states that there is substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
  • 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.
  • 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.
  • We recently commenced the development of a five-acre recycling campus designed to process lithium-ion batteries, however 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.
  • 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.
  • At the end of 2022 and throughout 2023 and 2024, 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.
  • Further, we have only recently commenced commercial operations in the area of recycling of lithium-ion batteries.
  • As of the date of this report, we have 3 issued US patents, 38 international patents, and 4 international allowances related to our AquaRefining process.
  • We also have further patent applications pending in the United States and numerous corresponding patent applications pending in 20 additional jurisdictions relating to certain elements of the technology underlying our AquaRefining process and related apparatus and chemical formulations.
  • Global economic uncertainty, inflation, changes in interest rates, supply chain disruptions, and fluctuations in foreign exchange rates can adversely affect our operations, profitability, and demand for our products and services.
  • Additionally, geopolitical tensions, 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.
  • 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.
  • There can be no assurance that global economic conditions will not negatively impact our liquidity, growth prospects and results of operations.
  • Since January 1, 2024, the reported high and low sales prices of our common stock have ranged from $15.18 to $1.44 through March 18, 2025.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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