Initial Registration Statement for Employee Benefit Plan Form S 8

aqms20240808_s8.htm

As filed with the Securities and Exchange Commission on August 14, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Aqua Metals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-1169572
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5370 Kietzke Lane, Suite 201 Reno, Nevada	89511
(Address of Principal Executive Offices)	(Zip Code)

2019 Stock Incentive Plan

(Full title of the plan)

Stephen Cotton
Chief Executive Officer
5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Name and address of agent for service)

(775) 446-4418

(Telephone number, including area code, of agent for service)

Copy to:

Daniel K. Donahue

Greenberg Traurig, LLP

18565 Jamboree Road, Suite 500

Irvine, California 92612

(949) 732-6500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Aqua Metals, Inc (the "Company") for the purpose of registering an additional 9,500,000 shares of the Company's Common Stock that became reserved for issuance as a result of stockholder approval on May 23, 2024. These additional shares of the Company's Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the "Commission") on June 14, 2019 (File No. 333-232148). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statement.

PART II

INFORMATION REQUIRED

IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference

The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:

(a)

The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed on March 28, 2024;

(b)

The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and June 30, 2024, which were filed on May 15, 2024 and August 14, 2024, respectively;

(c)

The Company's Current Reports on Form 8-K filed on April 10, 2024, May 15, 2024, May 23, 2024 and August 8, 2024;

(d)

The description of the Company's common stock in its Form 8-A12B, which was filed on July 24, 2015, and any amendments or reports filed for the purpose of updating this description; and

(e)

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

Item 8.Exhibits.

Exhibit No.		Description		Method of Filing
4.1		Specimen Certificate representing shares of common stock of Registrant		Incorporated by reference from the Registrant's Registration Statement on Form S-1 filed on July 20, 2015.
5.1		Opinion and Consent of Greenberg Traurig, LLP		Filed electronically herewith.
23.1		Consent of Forvis Mazars LLP		Filed electronically herewith.
23.2		Consent of Armanino LLP		Filed electronically herewith.
23.4		Consent of Greenberg Traurig, LLP		Included in Exhibit 5.1.
24.1		Power of Attorney		Included on the signature page to this registration statement.
99.1		Aqua Metals, Inc. 2019 Stock Incentive Plan		Incorporated by reference from the Company's Definitive Proxy Statement filed on April 16, 2024.
107		Filing Fee Table		Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reno, Nevada on August 14, 2024.

	AQUA METALS, INC.
	By:	/s/ Stephen Cotton
		Stephen Cotton
		Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Stephen Cotton and Judd Merrill, and each of them, as such person's true and lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 14, 2024 by the following persons in the capacities indicated.

Signature		Title
/s/ Stephen Cotton
Stephen Cotton		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Judd Merrill
Judd Merrill		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Vincent L. DiVito		Chairman of the Board
Vincent L. DiVito
/s/ Peifang Zhang		Director
Peifang Zhang
/s/ Edward Smith		Director
Edward Smith

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