Aqua Metals, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
AQMS$1.26+7.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001437749-24-035288
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001437749-25-015480
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 44 current paragraphs.
24 unchanged; 13 reworded; 6 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
In February 2023, we acquired a five-acre parcel of land with an existing building to begin development of our Li AquaRefining recycling campus at TRIC. Subsequent to the end of the first quarter of 2025, we entered into contract to sell the current Sierra ARC property. The action retires all debt, adds cash to the balance sheet and reduces holding costs. The company will now evaluate more cost-efficient locations for future development. We are working closely with prospective strategic materials and financial partners to explore co-location opportunities near feedstock and offtake sources, which could lower capital expenditures and future operating expenses.
Current report
In February 2025, the Company announced its expanded vision to more than double the output of lithium carbonate by deferring the plating of nickel and cobalt to metal form until the next phase. This allows for several improvements to the early years of scaling – reduced capital expenditures by simplifying the product set to lithium carbonate and MHP (Mixed Hydroxide Precipitates), more volume of product due to the simplification, further de-risk with the simplified product set, more revenue and overall operating margins with a much improved payback on remaining capital to be financed. The Company continues to seek the funding to build it's first commercial plant.
Current report
For the three months ended March 31, 2025, the Company recognized a non-cash impairment expense of $5,247,000 related to construction-in-progress for the facility located at TRIC. The impairment was the result of a strategic shift and revised capital allocation priorities, which led management to discontinue development of the facility for its originally intended use. As a result, the carrying amount of the facility was reduced to reflect its fair value.
Current report
General and administrative expense decreased $619,000, or approximately 20.7%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily due to a reduction in payroll and related costs of approximately $737,000 and a $49,000 decrease in director fees. These decreases were partially offset by an increase of $41,000 in professional fees and $126,000 in supplies, materials, and other overhead expenses.
Current report
We recognized approximately $280,000 in interest and other income during the three months ended March 31, 2025, an increase of $134,000 or 91.8% compared to the three months ended March 31, 2024. The increase was primarily driven by the approval of a payroll tax employee retention credit in the first quarter of 2025.
Current report
For the three months ended March 31, 2025, the Company recognized a change in fair value of warrant liability of $491,000, which was primarily due to the remeasurement of the warrants issued in December 2024.
Removed paragraphs (5)
Previous report
Reverse Stock Split
Previous report
In February 2023, we acquired a five-acre recycling campus at the TRIC. When fully developed, the facility we design will process up to 10,000 tonnes of lithium-ion battery material each year using our proprietary Li AquaRefining technology. Subject to our receipt of the required additional capital, we expect to complete development of phase one. The Company is planning for a phased development of the campus, beginning with the already commenced redevelopment of an existing building on-site into the first commercial-scale Li AquaRefinery, targeting 3,000 tons per annum (tpa) capacity in phase one. In the first half of 2024, we made significant progress on the construction of the planned first phase of the commercial Li AquaRefinery and we continue to pursue the required funding for the completion of the phase one development of our five‑acre recycling campus through various sources, including debt, project finance, joint venture and strategic investment options.
Previous report
We recognized a loss on disposal of property, plant and equipment of $448,000 during the three and nine months ended September 30, 2024 compared to a gain of $23,000 for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2024, the loss on property, plant and equipment resulted from the sale of fixed assets. For the three and nine months ended September 30, 2023, the gain on property, plant and equipment resulted from the sales of fixed assets.
Previous report
General and administrative expense decreased $67,000, or approximately 2.4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and an increase $500,000, or approximately 5.8%, for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023. The increase for the nine months ended September 30, 2024 was driven by the write off of the debt issuance costs of $563,000, previously representing a deferred asset.
Previous report
We recognized approximately $84,000 and $329,000 in interest and other income during the three and nine months ended September 30, 2024, respectively, a decrease of $405,000 and $574,000 compared to the three and nine months ended September 30, 2023, respectively. The decrease in interest and other income is primarily due to the decrease in miscellaneous income from the non-recurring engineering agreement with 6K Energy.
Reworded paragraphs (13)
Previous wording
During the nine months ended September 30, 2024, we issued 306,049 shares of common stock pursuant to an at the market issuance sales agreement ("ATM") for net proceeds of $2.8 million. On May 14, 2024, we completed a public offering of 1,006,250 shares of our common stock, at the public offering price of $7.80 per share. In connection with the sale of common stock, the Company issued warrants to purchase shares of common stock at the rate of one warrant for every share of purchased common stock, at the price of $0.20 per share. After the deduction of the underwriter’s discount and expenses payable by us, we received net proceeds of $7.3 million. During the year ended December 31, 2023, we issued 162,215 shares of common stock pursuant to an at the market issuance sales agreement for net proceeds of $3.8 million. We raised a net of $18.3 million in the third quarter of 2023 from the public offering of our common shares and a net of $4.6 million from the sale of our common stock to Yulho.
Current wording
During the three months ended March 31, 2025, we issued 596,487 shares of common stock pursuant to an at the market, or ATM, sales agreement for net proceeds of $1,214,000. During the year ended December 31, 2024, we issued 1,195,033 shares of common stock pursuant to the ATM facility for net proceeds of $5,014,000. In May 2024, we completed a public offering of 1,006,250 shares of our common stock, at the public offering price of $7.80 per share. In connection with the sale of common stock, we issued warrants to purchase shares of common stock at the rate of one warrant for every share of purchased common stock, at the price of $0.20 per share. After the deduction of the underwriter’s discount and expenses payable by us, we received net proceeds of $7,306,000.
Previous wording
Effective November 5, 2024, the Company effected a one-for-20 reverse stock split of its issued and outstanding common shares. Accordingly, all common share, stock option, per common share and warrant amounts for all periods presented in the condensed consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this reverse stock split.
Current wording
Effective November 5, 2024, we effected a one-for-20 reverse stock split of our issued and outstanding common shares. All share and share price information set forth in this report has been adjusted retrospectively to reflect this reverse stock split.
Previous wording
We are in the process of demonstrating that Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives. We have already demonstrated at our pilot facility our ability to recover key valuable minerals in lithium-ion batteries, such as lithium hydroxide, copper, nickel, cobalt, and other compounds. Our goal is to recycle commercial quantities of nickel, cobalt, and copper in a pure metal form that can be sold to the general metals and superalloy markets and can be made into battery precursor compound materials with known processes already used in the mining industry. We also intend to recycle commercial amounts of lithium that can be sold to lithium-ion battery manufacturers. We have installed, commissioned, and operated our pilot plant since December of 2022. During the first half of 2024 we have been building a commercial demonstration plant operation with capacity of processing approximately 3,000 tonnes of black mass per year. The location for the pilot demonstration is currently the Innovation Center with the commercial demonstration plant to be constructed at our 5-acre recycling campus starting with processing ~3,000 tonnes of black mass per year and growing to commercial quantities of ~10,000 tonnes per year or more of production. Equipment installation and construction at the demonstration plant is currently paused. These activities will resume once the company obtains funding. The remaining construction and installation are expected to take approximately 6 months from the date of funding.
Current wording
We are in the process of demonstrating that Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives. Throughout 2023 and 2024, we have demonstrated at our pilot facility our ability to recover key valuable minerals in lithium-ion batteries, such as lithium hydroxide or lithium carbonate, copper, nickel, cobalt, and other compounds. Our goal is to process commercial quantities of nickel, cobalt, and copper in a pure metal form that can be sold to the general metals and superalloy markets and can be made into battery precursor compound materials with known processes already used in the mining industry. We have operated the first Li AquaRefining pilot plant in 2023 and in 2024. The location for the pilot demonstration facility is currently the Innovation Center. Our next phase is constructing our first commercial ARC and we are actively working with multiple potential supply, off-take, and funding partners to determine the optimal timing and location. The construction of the first commercial facility is subject to our receipt of additional financing.
Previous wording
We did not engage in commercial operations in 2024 and 2023. Our operations have been devoted to developing our Li AquaRefining battery recycling technology. During the nine months ended September 30, 2024, Aqua Metals was focused on the continued operation of the pilot facility and the build out of our commercial facility. We did not earn any revenue during the three and nine months ended September 30, 2024 and 2023. The following table summarizes our results of operations with respect to the items set forth below for the three and nine months ended September 30, 2024 and 2023 together with the dollar and percentage changes in those items (in thousands).
Current wording
We did not engage in commercial operations in 2025 or 2024. Our operations have been devoted to developing our Li AquaRefining battery recycling technology. During the three months ended March 31, 2025, Aqua Metals was focused on the continued operation of the pilot facility and advancing the underlying processes that support our recycling capabilities. We did not earn any revenue during the three months ended March 31, 2025 and 2024. The following table summarizes our results of operations with respect to the items set forth below for the three months ended March 31, 2025 and 2024 together with the dollar and percentage changes in those items (in thousands).
Previous wording
Plant operations include materials, supplies related costs, salaries and benefits, consulting, outside services costs, inventory adjustments, depreciation, amortization, insurance, travel and overhead costs. Plant operations decreased approximately $153,000 or 8.6% and increased $1,882,000, or 43.6%, for the for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The decrease in plant operations for the three months ended September 30, 2024 was primarily due to a decrease in payroll and payroll related fees of approximately $189,000, as we completed a reduction of force during August 2024. Management does not expect the reduction in force to materially impact its current pilot operations or continuing research and development. However, during the fourth quarter 2024 and until funding is received, we expect reduced employee and overhead expense. The severance and other non-recurring expenses related to the reduction in force were not material. The increase in plant operations for the nine months ended September 30, 2024 was primarily due to an increase in payroll and payroll related fees of approximately $1,283,000, as we hired additional staff and we engaged our lab and engineering staff in operating the pilot facility and processing black mass, as well as $261,000 in supplies and materials, $167,000 increase in insurance expenses and $129,000 in professional fees. These increases occurred prior to the workforce reduction in August 2024.
Current wording
Plant operations include materials, supplies related costs, salaries and benefits, consulting, outside services costs, inventory adjustments, depreciation, amortization, insurance, travel and overhead costs. Plant operations decreased approximately $1,485,000, or 67.2%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease was primarily driven by a reduction in payroll and related costs of approximately $786,000, resulting from workforce reductions implemented in August 2024 and continued reductions during the first quarter of 2025. Additionally, professional fees decreased by approximately $390,000 and supplies, materials, inventory adjustments and other overhead expenses decreased by $309,000. Management does not expect the reduction in force to materially impact its current pilot operations or continuing research and development. However, until additional funding is secured, we anticipate employee-related and overhead expenses will stay at the reduced level during 2025.
Previous wording
Research and development cost includes expenditures related to the improvement of the AquaRefining technology and the development of our lithium-ion battery recycling process. During the three months ended September 30, 2024, research and development costs increased $9,000, or approximately 2.3%, compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, research and developments costs decreased $10,000, or approximately 0.7%, compared to the nine months ended September 30, 2023.
Current wording
Research and development cost includes expenditures related to the continued enhancement of the AquaRefining technology and the development of our lithium-ion battery recycling process. During the three months ended March 31, 2025, research and development expenses decreased $252,000, or approximately 42.9%, compared to the three months ended March 31, 2024. This decrease was primarily due to lower payroll and related costs of approximately $172,000, as well as reduction in professional fees of approximately $25,000 and a reduction in supplies, materials, and other overhead expenses of approximately $55,000.
Previous wording
The following table summarizes our other income and interest expense for the three and nine months ended September 30, 2024 and 2023 together with the dollar and percentage changes in those items (in thousands).
Current wording
The following table summarizes our other income and interest expense for the three months ended March 31, 2025 and 2024 together with the dollar and percentage changes in those items (in thousands).
Previous wording
The decrease in interest expense for the three and nine months ended September 30, 2024 is due to the reduction on the note payable outstanding balance.
Current wording
The increase in interest expense for the three months ended March 31, 2025 is due to the increase in the notes payable outstanding balance and an increase in the amortization of the related debt discount.
Previous wording
As of September 30, 2024, the Company had total assets of $28.5 million.
Current wording
As of March 31, 2025, the Company had total assets of $23,312,000.
Previous wording
As of September 30, 2024, the Company had cash and cash equivalents of approximately $3.0 million, current liabilities of $7.1 million and a working capital deficit of $2.9 million. The Company's current liabilities of $7.1 million include the note payable with Summit Investment Services, LLC* *in the amount of approximately $3 million due on February 1, 2025 as disclosed in Note 10. The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future. In order to satisfy our capital requirements, the Company will need to improve its liquidity position through equity or debt financings and/or reductions in operating costs, in order to satisfy its liquidity needs for the next twelve months. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business.
Current wording
As of March 31, 2025, the Company had cash and cash equivalents of approximately $1,589,000, current liabilities of $7,164,000 and a working capital deficit of approximately $4,945,000. The Company's current liabilities of $7,164,000 include the note payable to Summit Investment Services, LLC* in the amount of approximately $3,000,000 due on July 27, 2025 and notes payable with eight accredited investors *in the amount of approximately $1,000,000 due on December 31, 2025 as disclosed in Note 10. The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future. In order to satisfy our capital requirements, the Company will need to improve its liquidity position through equity or debt financings and/or reductions in operating costs, in order to satisfy its liquidity needs for the next twelve months. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2024 was $11,637,000. Net cash provided by operating activities for the nine months ended September 30, 2023 was $2,222,000 which includes approximately $12,278,000 of cash received related to our lease receivable offset by operating expenses. Net cash used in or provided by operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, stock-based compensation, and gain on the disposal of property, plant and equipment, as well as net changes in working capital.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 and three months ended March 31, 2024 was $2,753,000 and $4,251,000, respectively. Net cash used in or provided by operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, stock-based compensation, and impairment on the disposal of property, plant and equipment, as well as net changes in working capital.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2024 was $11,062,000 and consisted mainly of cash utilized towards equipment deposits of $3,975,000 and purchases of fixed assets related to the build out of our commercial facility of $7,452,000, offset by $350,000 of cash received related to our note receivable. Net cash used in investing activities for the nine months ended September 30, 2023 was $6,294,000 and consisted mainly of $4,300,000 utilized towards the purchase of the building located at 2999 Waltham Way McCarran, NV 89434 and $1,800,000 utilized towards purchases of fixed assets.
Current wording
Net cash used in investing activities for the three months ended March 31, 2025 was $375,000 and consisted mainly of cash utilized towards equipment deposits of $186,000 and purchases of fixed assets related to the build out of our commercial facility of $289,000, offset by $100,000 of cash received related to our note receivable. Net cash used in investing activities for the three months ended March 31, 2024 was $5,579,000 and consisted mainly of cash utilized towards equipment deposits and purchases of fixed assets related to the build out of our commercial facility offset by $150,000 of cash received related to our note receivable
Previous wording
Net cash provided by financing activities was $9,127,000 for the nine months ended September 30, 2024, consisting of $2,820,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, and $7,306,000 in net proceeds from our May 2024 public offering, offset by $552,000 related to tax withholdings to cover RSU vesting and $424,000 related to debt issuance costs. Net cash provided by financing activities of $22,588,000 for the nine months ended September 30, 2023 was approximately $3,788,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, and $2,931,000 in net proceeds from the loan agreement secured with the Summit Investment Services, LLC and $18.3 million in net proceeds from our July 2023 public offering and $4.6 million in net proceeds from the Yulho transaction, offset by the $6,000,000 used to pay off the note payable and $1,092,000 related to tax withholdings to cover RSU vesting.
Current wording
Net cash provided by financing activities was $638,000 for the three months ended March 31, 2025, consisting of $1,214,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, offset by $66,000 related to tax withholdings to cover RSU vesting and $500,000 principal payments on notes payable. Net cash provided by financing activities of $1,602,000 for the three months ended March 31, 2024 was approximately $2,126,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, offset by $360,000 related to tax withholdings to cover RSU vesting and $164,000 related to debt issuance costs.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Our focus for the lithium market includes operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces. We are also exploring partnership and/or joint venture agreements, particularly as our Li AquaRefining matures. We believe that Aqua Metals is in a position to become one of the few critical minerals recovery players for which our environmental and economic value proposition should generate both great commercial wins and potentially government grants to accelerate our expansion and progress.