| Page |
|---|
| PART I |
|---|
| Item 1. | Business | 2 |
|---|
| Item 1A. | Risk Factors | 11 |
|---|
| Item 1B. | Unresolved Staff Comments | 17 |
|---|
| Item 1C. | Cybersecurity | 17 |
|---|
| Item 2. | Properties | 18 |
|---|
| Item 3. | Legal Proceedings | 18 |
|---|
| Item 4. | Mine Safety Disclosures | 18 |
|---|
| PART II |
|---|
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 19 |
|---|
| Item 6. | Reserved | 19 |
|---|
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
|---|
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
|---|
| Item 8. | Financial Statements and Supplementary Data | 26 |
|---|
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 53 |
|---|
| Item 9A. | Controls and Procedures | 53 |
|---|
| Item 9B. | Other Information | 54 |
|---|
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 54 |
|---|
| PART III |
|---|
| Item 10. | Directors, Executive Officers and Corporate Governance | 55 |
|---|
| Item 11. | Executive Compensation | 55 |
|---|
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 55 |
|---|
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 55 |
|---|
| Item 14. | Principal Accountant Fees and Services | 55 |
|---|
| PART IV |
|---|
| Item 15. | Exhibits and Financial Statement Schedules | 56 |
|---|
| Signatures | | 59 |
|---|
CAUTIONARY NOTICE
This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include our expectations, beliefs, intentions and strategies regarding the future. Such forward-looking statements relate to, among other things,
| • | our ability to have our Aqua Refining solutions gain market acceptance; |
| • | our ability to acquire addition working capital on reasonable terms, as needed and on a timely basis. |
| • | our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business; |
| • | the timing and success of our plan of commercialization; |
| • | our ability to demonstrate the operation of our AquaRefining process on a commercial scale; |
| • | our ability to successfully apply our AquaRefining technology to the recycling of lithium-ion batteries; |
| • | the effects of market conditions on our stock price and operating results; |
| • | our ability to maintain our competitive technological advantages against competitors in our industry; |
| • | our ability to maintain, protect and enhance our intellectual property; |
| • | the effects of increased competition in our market and our ability to compete effectively; |
| • | costs associated with defending intellectual property infringement and other claims; |
| • | our expectations concerning our relationships with suppliers, partners and other third parties; and |
| • | our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and environmental regulations; |
These and other factors that may affect our financial results are discussed more fully in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report. Market data used throughout this report is based on published third party reports or the good faith estimates of management, which estimates are presumably based upon their review of internal surveys, independent industry publications and other publicly available information. Although we believe that such sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified such information. We caution readers not to place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur, and we urge readers to review and consider disclosures we make in this and other reports that discuss factors germane to our business. See in particular our reports on Forms 10-K, 10-Q, and 8-K subsequently filed from time to time with the Securities and Exchange Commission.
