Form 8-K

8-K — Aqua Metals, Inc.

Accession: 0001437749-26-017044

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001621832

SIC: 3341 (SECONDARY SMELTING & REFINING OF NONFERROUS METALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aqms20260107_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_905203.htm)

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2026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2026

AQUA METALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-37515

47-1169572

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Address of principal executive offices)

(775) 446-4418

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b)of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock: Par value $.001

AQMS

Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 14, 2026 Aqua Metals, Inc. issued a press release announcing its operational and financial results for the first quarter of 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibits

Description

99.1

Press Release dated May 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AQUA METALS, INC.

Dated: May 14, 2026

/s/ Eric West

Eric West

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_905203.htm · Sequence: 2

ex_905203.htm

Exhibit 99.1

Aqua Metals Reports First Quarter 2026 Progress on Commercialization, Strategic Initiatives, and Expanded Platform Capabilities Across Critical Minerals and Energy Storage Markets

Reno, Nevada — May 14, 2026 — Aqua Metals (NASDAQ: AQMS), a developer of sustainable battery recycling and critical minerals refining technology, today provided a first quarter 2026 update highlighting continued commercialization progress, strategic initiatives, and expansion of its AquaRefining™ platform as demand for domestically sourced battery materials accelerates.

Advancing Toward Commercial Deployment

During the first quarter, Aqua Metals continued executing a structured path toward its first commercial lithium battery recycling facility, advancing site selection, engineering definition, and commercial engagement with prospective partners.

The Company is actively evaluating a short list of U.S. locations with a focus on proximity, logistics infrastructure, strategic partners, and long-term operating cost advantages, and expects to identify a preferred site in the coming months. In parallel, Aqua Metals is progressing engineering work to further define plant configuration, operating parameters, and capital requirements, supporting future project financing and construction readiness.

The Company’s phased development approach remains focused on capital efficiency, prioritizing engineering, permitting, and commercial alignment ahead of larger-scale construction expenditures and project financing activities.

Importantly, Aqua Metals enters this next commercialization phase from a position of resilience and strategic readiness. During the broader lithium market downturn and industry retrenchment of 2024 and 2025, the Company took disciplined actions to preserve cash, protect shareholder value, and continue advancing its core technology and operational capabilities, including continued operation of its Innovation Center and demonstration plant.

With lithium market conditions and broader battery materials markets improving in 2026 alongside increasing domestic critical minerals supply chain priorities, Aqua Metals believes the market environment now supports renewed advancement toward commercial deployment. The Company believes its continued advancement of the AquaRefining™ platform and commercialization pathway positions Aqua Metals among a limited group of U.S.-based battery materials innovators advancing toward commercial-scale deployment and domestic production capacity.

"In the first quarter, our team continued to build on the momentum established throughout 2025, advancing key technical and commercial initiatives that further demonstrate the differentiated value of the AquaRefining™ platform," said Steve Cotton, President and CEO of Aqua Metals. "We are making meaningful progress across our commercialization roadmap, continuing to refine our product quality and process capabilities, and strengthen the strategic partnerships that extend our platform's reach across the domestic battery materials supply chain. We remain confident in our path forward and in AquaRefining's role as a critical enabler of a secure, low-carbon critical minerals supply chain here in the United States."

Strategic Initiatives and Near-Term Revenue Positioning

Aqua Metals continues to pursue strategic initiatives designed to introduce nearer-term revenue streams and expand participation across the battery supply chain.

The Company's previously announced commercial partnerships remain active, including the multi-year supply agreement with 6K Energy, the non-binding LOI with Westwin Elements, and the MOUs with Impossible Metals, MOBY Robotics, and American Battery Factory.

Update on Energy Storage Expansion Strategy

As part of this effort, the Company provided an update on its previously announced non-binding term sheet to acquire Lion Energy.

Following detailed due diligence, Aqua Metals has determined it will not proceed with the acquisition under the structure and terms outlined in the February 11, 2026 non-binding term sheet.

“We continue to see long-term strategic value in integrating energy storage solutions with our domestic battery materials platform, but our discipline around capital structure and shareholder value remains paramount,” said Cotton. “Based on updated information developed through diligence, the previously contemplated transaction structure is no longer aligned with our objectives.”

The Company is actively evaluating alternative transaction structures that may enable a more capital-efficient approach to integrating selected energy storage assets.

There can be no assurance that any alternative transaction or arrangement will be agreed to or consummated, or as to the timing, structure or terms of any such outcome.

Innovation Center Driving Technical Validation and Expansion

Aqua Metals’ Innovation Center and demonstration plant continue to serve as the technical foundation for commercialization, achieving over 5,000 cumulative operating hours across extended multi-feedstock operating campaigns.

During the quarter, the Company achieved several notable technical milestones:

●

Battery-Grade Lithium Carbonate: Successfully produced battery-grade lithium carbonate from multiple recycled feedstocks, including both NMC and LFP materials, with independent validation confirming industry-grade specifications.

●

High-Purity Manganese Sulfate: Produced manganese sulfate at approximately 99.8% purity, demonstrating the potential applicability of AquaRefining™ across additional battery precursor and critical minerals markets, including materials derived from undersea nodules.

●

Iron Phosphate Recovery Advancements: Continued process development for iron phosphate recovery from LFP materials, improving efficiency and product quality across bench and pilot-scale work.

Expanding Platform Scope Across Large and Growing Markets

While lithium-ion battery recycling remains the Company’s primary focus, Aqua Metals continues to expand the applicability of its platform into additional significant markets.

Supporting a Domestic Battery Supply Chain

As battery demand continues to grow across energy storage, emerging power-intensive applications, and electric vehicles, Aqua Metals believes domestic refining capacity and recycled critical minerals will become increasingly important to supply chain resilience, cost stability, and long-term energy security in the United States.

Outlook

Looking ahead, Aqua Metals’ priorities for the remainder of 2026 include advancing site selection, progressing engineering activities, evaluating strategic opportunities, and continuing technical validation.

“We believe AquaRefining™ has the potential to become an important part of a more domestic, efficient, and resilient battery materials supply chain as the market continues to scale. Our process eliminates the waste streams and chemical costs that make traditional recycling uncompetitive in North America, and we have demonstrated battery-grade lithium carbonate production at fluorine levels we believe represent a best-in-class standard for recycled material. As we advance toward a preferred site selection decision and deepen our commercial partnerships, we do so with a validated technology, a growing IP foundation, and a cost profile that we believe is highly competitive,” added Cotton.

Conference Call and Webcast

Aqua Metals will host a conference call and webcast to discuss these results at 4:30 p.m. ET on Thursday, May 14, 2026.

The live conference call webcast and replay can be accessed from the investor relations section of the Company’s website at https://ir.aquametals.com/.

About Aqua Metals

Aqua Metals (NASDAQ: AQMS) is revolutionizing metals recycling with its proprietary AquaRefining™ technology, delivering high-purity, low-carbon battery materials to meet the growing demand for sustainable energy storage. The Company’s innovation-driven approach reduces emissions, eliminates waste streams, and supports the establishment of a circular supply chain for critical minerals essential to electric vehicles and grid storage. For more information, visit www.aquametals.com.

Safe Harbor

This press release contains forward-looking statements concerning Aqua Metals, Inc. Forward-looking statements include, but are not limited to, our plans, objectives, expectations and intentions and other statements that contain words such as "expects," "contemplates," "anticipates," "plans," "intends," "believes," "estimates," "potential," and variations of such words or similar expressions that convey the uncertainty of future events or outcomes, or that do not relate to historical matters. Those forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially, including, but not limited to, (1) the risk that we may not be able to acquire the funding necessary to develop our proposed commercial-scale plant or to maintain our current level of operations; (2) the risk that we may not be able to conclude definitive agreements with Lion Energy, Westwin Elements, Impossible Metals or MOBY Robotics, and (3) those risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K filed on March 31, 2026. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law.

Contacts

For Media and Investor Inquiries: aquametals@icrinc.com

AQUA METALS, INC.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share amounts)

March 31, 2026

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

6,816

10,810

Note receivable - LION ENERGY, net

3,663

2,069

Interest receivable - LION ENERGY

—

Inventory

244

Prepaid expenses and other current assets

313

282

Total current assets

11,096

13,405

Non-current assets

Property and equipment, net

5,566

5,763

Intellectual property, net

Other assets

397

462

Total non-current assets

6,024

6,301

Total assets

17,120

19,706

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

839

547

Accrued expenses

2,457

3,570

Lease liability, current portion

321

311

Total current liabilities

3,617

4,428

Non-current liabilities

Lease liability, non-current portion

197

281

Warrant liability

180

227

Total liabilities

3,994

4,936

Commitments and contingencies (see Note 13)

Stockholders’ equity

Common stock; $0.001 par value; 300,000,000 shares authorized; 3,357,289 and 3,350,604, shares issued and outstanding as of March 31, 2026, respectively and 3,004,898 and 2,999,592 shares issued and outstanding as of December 31, 2025, respectively

Additional paid-in capital

287,525

285,212

Accumulated deficit

(274,370

)

(270,416

)

Treasury stock, at cost; common shares: 6,685 and 5,306 as of March 31, 2026 and December 31, 2025, respectively

(32

)

(29

)

Total stockholders’ equity

13,126

14,770

Total liabilities and stockholders’ equity

17,120

19,706

AQUA METALS, INC.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended March 31,

2026

2025

Operating cost and expense

Plant operations

501

724

Research and development cost

282

336

Impairment and loss on disposal of property, plant and equipment

—

5,247

Provision for credit losses

437

—

General and administrative expense

2,920

2,376

Total operating expense

4,140

8,683

Loss from operations

(4,140

)

(8,683

)

Other income and (expense)

Interest expense

)

(403

)

Interest and other income

149

280

Change in fair value of warrant liability

491

Total other income, net

188

368

Loss before income tax expense

(3,952

)

(8,315

)

Income tax expense

—

Net loss

(3,954

)

(8,315

)

Weighted average shares outstanding, basic and diluted

3,236,557

809,571

Basic and diluted net loss per share

(1.22

)

(10.27

)

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