Business Context and Reporting Period
This Form 8-K is a current report filed by Aqua Metals, Inc. on June 13, 2018, regarding events occurring on June 13 and June 14, 2018. The Company, incorporated in Delaware, is an emerging growth company focused on battery recycling technology.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The primary financial event disclosed is a capital raise through an underwritten public offering.
- Shares Offered: 8,770,000 shares of common stock.
- Public Offering Price: $2.85 per share.
- Price to Company: $2.6647 per share (net of underwriting discount).
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 1,315,500 additional shares.
- Expected Closing Date: On or about June 18, 2018.
Material Changes
The material change reported is the entry into a definitive underwriting agreement with Oppenheimer & Co. Inc. This agreement facilitates the sale of all shares by the Company to raise capital. No prior comparable period financial data is provided in this specific filing to assess operational changes.
Guidance, Outlook, and Risks
Management Commentary: The Company issued press releases on June 13 and June 14, 2018, announcing the launch and pricing of the offering, respectively. These are incorporated by reference.
Risks and Contingencies: The closing of the offering is subject to the satisfaction of customary closing conditions. The Underwriting Agreement includes customary representations, warranties, and indemnification provisions where the Company agrees to indemnify underwriters against certain liabilities under the Securities Act of 1933.
Investor Verification Checklist
- Verify the final closing date of the offering (expected June 18, 2018) and whether the over-allotment option was exercised.
- Review the attached Underwriting Agreement (Exhibit 1.1) for specific lock-up periods or restrictive covenants.
- Confirm the total gross proceeds raised after the closing of the transaction.
- Examine the press releases (Exhibits 99.1 and 99.2) for details on the intended use of proceeds.