Aqua Metals, Inc.
For the period ended Oct 28, 2024. Filed Sep 27, 2024.
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Oct 28, 2024 · Filed Sep 27, 2024
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DEF 14A 1 aqms20240923_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (which we refer to as the “Special Meeting”) of Aqua Metals, Inc., a Delaware corporation (which we refer to as “Aqua Metals,” “we,” “us,” “our,” or the “Company”), to be held on Monday, October 28, 2024 at 8:00 a.m. PDT.
The Special Meeting will be held at the Company’s offices located at 5370 Kietzke Lane, Suite 201, Reno, Nevada 89511.
Attached to this letter are a Notice of Special Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. We urge you to read this information carefully.
Whether or not you attend the Special Meeting, and regardless of the number of shares of Aqua Metals that you own, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to vote your shares of common stock via the Internet or by promptly marking, dating, signing, and returning the proxy card via mail. Voting over the Internet, or by written proxy, will ensure that your shares are represented at the Special Meeting.
On behalf of the Board of Directors of Aqua Metals, we thank you for your participation.
Sincerely,
/s/ Vincent L. DiVito
Vincent L. DiVito, Chairman of the Board
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
(775) 446-4418
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 2024
A Special Meeting of Stockholders (which we refer to as the “Special Meeting”) of Aqua Metals, Inc., a Delaware corporation (which we refer to as “Aqua Metals,” “we,” “us,” “our,” or the “Company”), will be held on Monday, October 28, 2024 at 8:00 a.m. PDT. The Special Meeting will be held at the Company’s offices located at 5370 Kietzke Lane, Suite 201, Reno, Nevada 89511.
At the Special Meeting, we will consider and act on the following items of business:
| 1. | To approve an amendment (as set forth on Exhibit A to the Company’s Proxy Statement, the “Reverse Split Amendment”) to our First Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Reverse Split,” and such proposal, the “Reverse Split Proposal”); and |
| 2. | To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal (the “Adjournment Proposal”). |
The Proxy Statement accompanying this Notice describes the proposals in detail. Only stockholders of record at the close of business on September 16, 2024 are entitled to notice of, to attend, and to vote at, the Special Meeting or any continuation, postponement or adjournment thereof.
Please note that space limitations make it necessary to limit attendance at the Special Meeting to our stockholders. Registration and seating will begin at 7:30 a.m. PDT. For admission to the Special Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting.
To ensure your representation at the Special Meeting, you are urged to vote your shares of common stock via the Internet at www.proxyvote.com, by phone at 1-800-690-6903 or by promptly marking, dating, signing, and returning the proxy card via mail. Voting instructions are provided on the proxy card delivered to you and included in the accompanying Proxy Statement. Any stockholder attending the Special Meeting may vote at the meeting even if he or she previously submitted a proxy. If your shares of common stock are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
Sincerely,
/s/ Vincent L. DiVito
Vincent L. DiVito, Chairman of the Board
Reno, Nevada
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.