Aqua Metals, Inc.

1. Organization

Aqua Metals (NASDAQ: AQMS) is engaged in the business of applying its commercialized clean, water-based recycling technology principles to develop the clean and cost-efficient recycling solutions for lithium-ion (“Li”) batteries. Our recycling process is a hydro- and electrometallurgical technology that is an innovative, proprietary and patented process we developed and named AquaRefining. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered chemical regeneration and electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and with minimal waste. The modular “Aqualyzers” cleanly generate ultra-pure metalone atom at a time, closing the sustainability loop for the rapidly growing energy storage economy.

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.

Our focus for the lead market is providing equipment and licensing of our lead acid battery recycling technologies in an enabler model which allows us to work with anyone in the industry globally and address the entire marketplace. Our focus for the lithium market includes operating ourfirst-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces and licensing.

Reverse Stock Splits

Effective* November 5, 2024,the Company effected aone*-for-20 reverse stock split of its issued and outstanding common shares. Subsequently on* August**4,* 2025, the Company effected aone-for-10 reverse stock split of its issued and outstanding common shares. All share and share price information set forth in this report has been adjusted retrospectively to reflect these reverse stock splits.

Liquidity and Going Concern Assessment

For thenine months ended* September 30, 2025and2024**,* the Company reported a net loss of $18,206,000 and $17,112,000, respectively, and negative cash from operations of $7,648,000 and $11,637,000, respectively. As of* September 30, 2025**,* the Company had cash and cash equivalents of approximately $3,586,000, current liabilities of $3,459,000 and an accumulated deficit of $265,976,000. The increase in net loss during thenine months ended* September 30, 2025* reflects a non-cash impairment and loss on disposal of property, plant, and equipment of $9,037,000 associated with the sale of the TRIC facility. During thenine months ended* September 30,2025, the Company paid off the note payable with Summit Investment Services, LLC in the amount of approximately $3,000,000, and notes payable witheight* accredited investors* in the amount of approximately $1,500,000 as disclosed in Note10* - Notes payable. The Company hasnot generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future.

On* October 16, 2025,the Company closed a registered direct offering and a concurrent private placement with an institutional investor. After the deduction of the placement and legal fees payable by us, the aggregate net proceeds from the registered direct offering and warrant placement were approximately $12,000,000. Additional information regarding this transaction is disclosed in Note16* - Subsequent events.

As an additional liquidity source, the Company maintains an At-the-Market (“ATM”) offering program as a potential source of liquidity. Under the ATM Sales Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (“Benchmark”), the Company* mayoffer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $30,000,000 million, from time to time through Benchmark, acting as sales agent. Sales of common stock, if any, under the ATM program are deemed to be “at-the-market” offerings as defined in Rule415*(a)(4) of the Securities Act of1933, as amended. During thenine months ended* September 30, 2025,the Company sold an aggregate of 833,219 shares of common stock under the ATM program for net proceeds of approximately $5,921,000, after deducting commissions and offering expenses. As of September 30, 2025,no additional capacity remains available for issuance under the ATM program. Further details of the agreement are included in Note12* – Stockholders’ Equity.

In addition to the ATM, the Company also maintains an equity line of credit with Lincoln Park Capital Fund, LLC (“ELOC”) providing for aggregate sales of up to $10,000,000 of common stock. Through* September 30, 2025,the Company had sold approximately $903,000 under the facility, leaving $9,097,000 of capacity available for future issuances. Further details of the agreement and accounting treatment are included in Note12* – Stockholders’ Equity.

Management believes that there is substantial doubt about the entity’s ability to continue as a going concern withinone year after the date the financial statements are issued. Given the Company’s continuing losses and expected cash requirements, additional capital will be necessary to fund ongoing operations. While the Company intends to pursue such funding opportunities, including through the ATM, ELOC, and other potential financing arrangements, there can beno assurance that these efforts will be successful.

The accompanying condensed consolidated financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements donot include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that* may*result from uncertainty related to the Company’s ability to continue as a going concern.

2. Summary of significant accounting policies

The significant accounting policies and estimates used in preparation of the condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended* December 31, 2024*, and the notes thereto, which are included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*, as filed with the Securities and Exchange Commission, or the SEC, on* March 31, 2025.There have beenno* material changes in the Company’s significant accounting policies during thethree andnine months ended* September 30, 2025*.

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Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Aqua Metals, Inc. and subsidiaries (collectively, the “Company” or “Aqua Metals”) have been prepared in accordance with the interim reporting requirements of Form10-Q, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the Company's audited consolidated financial statements for the period ended* December 31, 2024*, which are included on Form10-K filed with the Securities and Exchange Commission on* March 31, 2025.Accordingly, they donot* include all the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual consolidated financial statements.

In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the condensed consolidated balance sheet as of* September 30, 2025*, the condensed consolidated statements of operations for thethree andnine months ended* September 30, 2025* and* September 30, 2024*, the condensed consolidated statements of stockholders' equity for thethree andnine months ended* September 30, 2025* and* September 30, 2024* and the condensed consolidated statements of cash flows for thenine months ended* September 30, 2025* and* September 30, 2024*, as applicable, have been made. The condensed consolidated balance sheet as of* December 31, 2024* has been derived from the Company’s audited consolidated financial statements as of such date, but it doesnot include all disclosures required by U.S. GAAP for annual presentation.

The results of operations for thethree andnine months ended* September 30, 2025* arenot necessarily indicative of results that* maybe expected for the year ending December 31, 2025*.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned subsidiaries. Inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount and valuation of long-lived assets, valuation allowances for deferred tax assets, the determination of stock option expense and the determination of the fair value of stock warrants issued. Actual results could differ from those estimates.

Fair value measurements

The carrying amounts of cash and cash equivalents, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying value of short and long-term debt, and lease liabilities also approximates fair value since these instruments bear market rates of interest or are calculated using market rates of interest.None of these instruments are held for trading purposes.

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Athree-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level1. Quoted prices in active markets for identical assets or liabilities.

Level2. Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that arenot active, or other inputs that are observable, either directly or indirectly.

Level3. Significant unobservable inputs that cannot be corroborated by market data.

The asset or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

As of* September 30, 2025* and* December 31, 2024*, the Company had a Level3 warrant liability related to freestanding warrants issued in connection with a private placement transaction that is measured at fair value on a recurring basis.

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Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method or the if-converted method, as applicable. For purposes of this calculation, stock options, restricted stock units (RSUs) and warrants to purchase common stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following shares underlying outstanding convertible notes, stock options, RSUs and warrants to purchase common stock were anti-dilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive weighted average securities computation for thenine months ended* September 30*, as indicated below:

(1) Securities are presented on a weighted average outstanding calculation as required if the securities were dilutive and adjusted to give effect to the November 4, 2024 and August 4, 2025 reverse stock splits.

Segment and geographic information

Our chief operating decision maker (“CODM”) is the Chief Executive Officer. Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and in assessing performance. The CODM views its operations and manages its business inone operating segment. For further discussion related to segment reporting, please refer to Note14 - Segment reporting.

Concentration of credit risk

The Company didnot generate revenue during thethree andnine months ended* September 30, 2025and2024*, respectively. The Company hadno trade receivables as of* September 30, 2025* and* December 31, 2024*.

Recent accounting pronouncements

Recently issued accounting pronouncements not yet adopted

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which introduced new guidance on disclosures of specified information about certain costs and expenses included within expenses presented on the face of the income statements, such as purchases of inventory and employee compensation. This guidance is effective for the Company for annual reporting periods beginning* January 1, 2027and interim reporting periods beginning January 1, 2028.*The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company's consolidated financial statements and disclosures.

In* December 2023,the FASB issued ASUNo.* 2023-09, Improvements to Income Tax Disclosures (Topic740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after* December 15, 2024.Early adoption is also permitted for annual financial statements that havenot* yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In* September 2025,the Financial Accounting Standards Board (“FASB”) issued ASU2025*-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amends certain aspects for the accounting and disclosure of internal-use software by replacing prescriptive project-stage guidance with a principles-based capitalization model that applies to all development approaches. Capitalization begins when management authorizes and commits to fund a project and it is probable the software will be completed and used as intended, while development uncertainty defers capitalization until resolved. The ASU also integrates website-development guidance, aligns software disclosures with those for property, plant and equipment. The amendments are effective for fiscal years beginning after* December 15, 2027,including interim periods, with early adoption permitted. The Company is evaluating the impact of this ASU and doesnot* expect a material effect on its consolidated financial statements upon adoption.

3. Revenue recognition

The Company has historically generated revenues by recycling lead acid batteries (“LABs”) and selling the recovered lead to its customers.

The Company wasnot in commercial production during thethree andnine months ended* September 30, 2025and2024*, respectively. Historically, Company products transferred to customers at a single point in time accounted for 100% of its revenue.

4. Note receivable

During the year ended* December 31, 2023,the Company sold its $2,000,000 stock investment in LINICO and recorded an impairment of $1,400,000 and a note receivable of $600,000. The note was payable over a12*-month installment which began in* January 2024.The balance of the note receivable was $100,000 as of December 31, 2024*, and was fully collected during thefirst quarter of2025. The Company accounted for the LINICO investment under ASC321, Investments-Equity Securities, using the measurement alternative of recording at cost as the investment in LINICO didnot have a readily determinable fair value.

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5. Inventory

Inventory consisted of the following (in thousands):

6. Property and equipment, net

Property and equipment, net, consisted of the following (in thousands):

Property and equipment depreciation expense was $197,000 and $618,000 for thethree andnine months ended* September 30, 2025* and $229,000 and $682,000 three andnine months ended* September 30, 2024*, respectively. Equipment under construction is comprised of our lithium-ion battery recycling commercial equipment along with various components being manufactured or installed by the Company.

In* April 2025,the Company’s Board of Directors approved a plan to sell a facility located at TRIC that was under construction and intended for the Company’s Li AquaRefining recycling campus. The decision was driven by a change in the Company’s priorities and capital allocation plans. The facility included the building structure, the underlying land, and various permanent improvements, and was previously classified as construction-in-progress within property, plant, and equipment on the Company’s consolidated balance sheet as of December 31, 2024*. In accordance with ASC360-10-45-13, the Company determined that the assets met the criteria to be classified as held for sale in* April 2025.During thefirst* quarter of2025, the Company recognized an impairment charge of $5,247,000, to write down the assets held for sale to their estimated fair value of $4,100,000, which represented a Level3 measurement based on a market analysis of comparable properties recently sold.

The sale of the facility was completed in* June 2025for total net proceeds of approximately $4,064,000. During thenine* months ended* September 30, 2025*, the Company also sold additional equipment for total net proceeds of approximately $318,000. In connection with these sales, the Company recognized an additional impairment and loss on disposal of property, plant, and equipment of $3,790,000.

7. Other assets

Other assets consist of the following (in thousands):

(1) Deposits for equipment to be acquired.

(2) See Footnote9.

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8. Accrued expenses

Accrued expenses consist of the following (in thousands):

9. Leases

As of* September 30, 2025*, the Company maintainedone finance lease for equipment andtwo operating leases for real estate. The operating leases had terms of 36 and 37 months and includedone or more options to extend the duration of the agreements. These operating leases are included in "Other assets" on the Company's condensed consolidated balance sheets and represent the Company's right to use the underlying assets for the term of the leases. The Company's obligation to make lease payments are included in "Lease liability, current portion" and "Lease liability, non-current portion" on the Company's condensed consolidated balance sheets.

On* March 14, 2024,the Company extended its operating lease for its headquarters located at5370* Kietzke Lane, Reno, NV. The lease extension was determined to be a lease modification that qualified as a change of accounting on the existing lease andnot a separate contract. As such, the Right-of-Use (“ROU”) assets and operating lease liabilities were remeasured using an incremental borrowing rate at the date of modification of 9.61%, which resulted in an increase of the ROU asset of $170,000 and an increase in the operating lease liabilities of $166,000.

On* June 9, 2024,the Company extended its operating lease for its Innovation Center located at160* Denmark Dr, McCarran, NV. The lease extension was determined to be a lease modification that qualified as a change of accounting on the existing lease andnot a separate contract. As such, the Right-of-Use (“ROU”) assets and operating lease liabilities were remeasured using an incremental borrowing rate at the date of modification of 9.52%, which resulted in an increase of the ROU asset of $347,000 and an increase in the operating lease liabilities of $324,000.

The Company currently maintainsone finance lease for equipment. On* April 1, 2024the Company entered into a finance lease for laboratory equipment which expires in2029.* In* November 2021,the Company entered into a finance lease for a modular laboratory which expired in October 2024.*

Information related to the Company's right-of-use assets and related lease liabilities were as follows (in thousands):

Future maturities of lease liabilities as of* September 30, 2025* are as follows (in thousands):

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10. Notes payable

On* February 1, 2023,Aqua Metals Reno, Inc., our wholly-owned subsidiary, entered into a Loan Agreement with Summit Investment Services, LLC, a Nevada limited liability company (the “Lender”), pursuant to which the Lender provided us with a loan in the amount of $3,000,000. The loan proceeds were used to purchase a building located at2999* Waltham Way McCarran, NV89434 (the “Building”). The loan accrued interest at a fixed annual rate of 9.50%. Interest-only payments were due monthly for thefirst twenty-four months and the principal and all unpaid interest was due on* February1,* 2025. We had the right to prepay the loan at any time, provided that we pay guaranteed minimum interest of $213,750 (9-months of interest). During2025, we extended the existing maturity date to* April27,* 2025 and later on to* July 27, 2025.In connection with the July 27, 2025extension, the loan accrued interest at a fixed annual rate of 10.50%. Interest-only payments were due monthly and we had the right to prepay the loan at any time, provided that we must pay guaranteed minimum interest of $76,125 (3-months of interest). The Loan Agreement included representations, warranties, and affirmative and negative covenants that are customary of institutional loan agreements. The loan was collateralized by afirst* priority lien on the building and site improvements, and is guaranteed by Aqua Metals, Inc. During* February 2025,Eric Gangloff, founder and CEO of Summit Investment Services, LLC was appointed as a member of the Board of Directors of the Company. On June 11, 2025,*in connection with the sale of the building, the Company paid off the outstanding principal balance of $3,000,000 along with the guaranteed minimum interest balance due of $49,000.

On* December 18, 2024,the Company entered into a Securities Purchase Agreement with eight accredited investors, including executives and related parties of the Company, in connection with a private placement of secured promissory notes (“Notes”) in the aggregate principal amount of $1,500,000 and common stock purchase warrants (“Warrants") to purchase 75,000 shares of the Company’s common stock. The Securities Purchase Agreement included customary representations, warranties, and covenants by the investors and the Company. Certain officers and directors of the Company purchased Notes in the aggregate amount of $1,250,000, including $400,000 related to a holder who was appointed as a director of the Company in February**2025.* The Notes accrued interest at the rate of 20% per annum, subject to a payment of a minimum of12 months interest in the event of prepayment. The entire principal amount evidenced by the Notes plus all accrued and unpaid interest was due on* December 31, 2025.We had the right to prepay the loan at any time, subject to our payment of12* months interest. Additionally, upon the occurrence of an event of default, the note holders* maydeclare the Notes to be forthwith due and payable, whereupon the principal and all accrued and unpaid interest thereon, plus all costs of enforcement and collection (including court costs and reasonable attorney’s fees), shall immediately become and be forthwith due and payable. The Company’s obligations under the Notes are secured by afirst* lien on the Company’s strategic metal inventory and asecond lien on all other assets of the Company. Each Note purchaser received a Warrant to purchase share of the Company’s common stock in an amount equal to the principal amount of the investor’s Note divided by two, for a total of 75,000 shares of common stock. The Warrants are exercisable over afive-year period at an exercise price of $19.20 and $19.30 per share and are convertible to shares of common stock of the Company upon a change in control of the Company.

The private placement closed on* December 19, 2024for the gross proceeds of $1,500,000. Proceeds from the transaction werefirst* allocated to the warrants and then to the notes on a residual basis resulting in $986,000 allocated to liability-classified warrants and $514,000 to the notes, creating a discount on the notes. Any subsequent changes to the fair value of the Warrant Liability will be recorded in current period earnings. The Company incurred issuance costs of $58,000, which were proportionally allocated between the notes and warrants. Costs related to the warrants were immediately expensed, while costs associated with the notes were included in the note discount and are amortized as interest expense over the loan term. The notes payable are presented net of discount, and the amortization of the discount is recorded as interest expense in the Company’s consolidated financial statements. As of* December 31, 2024*, the outstanding principal balance on the secured notes was $1,500,000. During thefirst quarter of2025, we made a principal payment of $500,000 and on* May 5, 2025,the Company repaid in full the outstanding balance of $1,000,000, plus12* months of interest totaling $300,000. As part of the extinguishment, the Company recorded an $825,000 loss on extinguishment of debt related to the write-off of unamortized financing costs and the remaining unaccrued portion of the guaranteed interest.

Notes payable is comprised of the following (in thousands):

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11. Warrant liability

The Company accounted for the warrants to purchase 75,000 shares, issued in connection with the Securities Purchase Agreement in Note10 - Notes payable, in accordance with the guidance contained in ASC Topic815 “Derivatives and Hedging”. These warrants contain provisions—such as a mandatory conversion feature upon a change in control—that preclude equity classification and were recorded as a liability. Accordingly, the Company classified the warrants as a liability at fair value and adjusts them to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the warrants was estimated using the Monte-Carlo option pricing model to determine the fair value of its liability-classified warrants. These instruments are classified within Level3 of the fair value hierarchy due to the use of unobservable inputs. Key assumptions used in the valuation as of* September 30, 2025* and* December 31, 2024*, included:

The following table provides a roll forward of the Level3 warrant liability as of* December 31, 2024* and* September 30, 2025*, (in thousands):

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12. Stockholders’ equity

At-the-Market (“ATM”) Offering Program

On* August 22, 2024,the Company filed a prospectus supplement under its effective shelf registration statement on Form S-3 authorizing an At-the-Market (“ATM”) offering program for the sale of up to $30,000,000 of the Company’s common stock. Under the ATM Sales Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (“Benchmark”), acting as sales agent, the Company mayoffer and sell shares of its common stock from time to time in transactions that are deemed to be “at-the-market” offerings as defined in Rule415*(a)(4) of the Securities Act of1933, as amended. Benchmark is entitled to compensation at a rate of 2.5% of the gross proceeds from each sale of common stock under the Sales Agreement. The Company has also agreed to provide customary indemnification and contribution to Benchmark with respect to certain liabilities, including liabilities under the Securities Act. During thenine months ended* September 30, 2025,the Company sold 833,219 shares of common stock under the ATM program for net proceeds of approximately $5,921,000, after deducting sales commissions and offering costs. As of September 30, 2025,the Company had utilized the full amount permitted under its Form S-3 “baby shelf” limitations, and therefore hadno* remaining capacity to issue additional shares under the ATM program until such limitations are refreshed or additional availability becomes eligible.

Equity Line of Credit and Derivative

On* May 15, 2025,the Company entered into an equity purchase agreement granting it the right, butnot* the obligation, to sell up to$10,000,000 of common stock to Lincoln Park Capital Fund, LLC over 24 months, at a discounted purchase price. On* June 6, 2025,the Company registered 177,283 shares of common stock that the Company mayelect to issue and sell under the ELOC. Additionally, on July 22, 2025,the Company’s shareholders voted to approve, for purposes of complying with Nasdaq Listing Rule5635*(d), the potential issuance and sale of up to $10,000,000 of common stock under the ELOC. Sales under the agreement are solely at the Company’s election and subject to various additional limitations, including pricing formulas, volume caps, and ownership percentage restrictions. The contract was concluded to be a purchased put option equity derivative which doesnot meet the indexation guidance for the scope exception for contracts in a company’s own equity underASC 815‑40. As the shares are sold at fair value less a discount the Company has concluded the derivative asset doesnot have material fair value. During thenine months ended* September 30, 2025,the Company issued 177,283 shares of common stock pursuant to the ELOC with Lincoln Park Capital Fund, LLC for net proceeds of $903,000, with approximately $9,097,000 remaining available for future issuance. On October 1, 2025,the Company filed a registration statement on Form S-1 covering the offer and sale, from time to time, of up to 1,000,000 shares of common stock to Lincoln Park under the agreement. During thenine* months ended* September 30, 2025,*the Company also issued 22,717 shares of common stock to Lincoln Park Capital Fund, LLC related to a commitment fee under the ELOC.

Shares issued

During thenine months ended* September 30, 2025*, the Company issued 46,082 shares of common stock upon vesting of Restricted Stock Units ("RSUs") granted by the Company to management and employees, including 7,636 of reissued treasury stock. We withheld 12,541 shares to satisfy approximately $108,000 of employees’ tax obligations during thenine months ended* September 30, 2025*. We treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs in a similar manner as common stock repurchases and reported as treasury stock.

During thenine months ended* September 30, 2025*, the Company issued 5,017 shares of common stock upon vesting of RSUs granted to Board members and 4,568 shares of common stock to Board members related to director fees.

During thenine months ended* September 30, 2025*, the Company issued 22,717 shares of common stock to Lincoln Park Capital Fund, LLC related to broker fees.

During thenine months ended* September 30, 2024,the Company issued 12,986 shares of common stock upon vesting of Restricted Stock Units ("RSUs") granted by the Company to management and employees, including 4,426 of reissued treasury stock. We withheld 5,225 shares to satisfy approximately $552,000 of employees’ tax obligations during thenine* months ended* September**30,* 2024. We treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs in a similar manner as common stock repurchases and reported as treasury stock.

During thenine months ended* September 30, 2024,*the Company issued 2,011 shares of common stock for consulting services.

During thenine months ended* September**30,* 2024, the Company issued 733 shares of common stock upon vesting of RSUs granted to Board members.

During thenine months ended* September 30, 2024,*the Company issued 660 shares of common stock to a former employee related to a severance agreement.

During thenine months ended* September**30,* 2024, the Company issued 344 shares of common stock pursuant to the employee stock purchase plan.

During thenine months ended* September 30, 2024,*the Company issued 517 shares of common stock to Board members related to director fees.

During thenine months ended* September**30,* 2024, the Company issued 30,605 shares of common stock pursuant to the at the market issuance sales agreement for net proceeds of $2,820,000.

In* May**2024,* the Company completed a public offering of 100,625 shares of its common stock at the public offering price of $78 per share. In connection with the sale of common stock, the Company issued warrants to purchase shares of common stock at the rate ofone warrant for every share of purchased common stock, at the offering price of $2 per warrant. After the deduction of the underwriter’s discount and expenses payable by us, we received net proceeds of $7,306,000. The Company used the relative fair value method to allocate the net proceeds of approximately $7,306,000 between the common stock and the warrants. As presented below, the Company recorded the fair value of the warrants of $3,081,000 and common stock of $4,225,000.

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Warrant issued

In connection with the above-described* May 2024public offering, the Company issued a warrant to purchase 3,912 shares of the Company's common stock to the underwriter of the Company's public offering, equal to 2% of the shares and the number of shares underlying the warrants sold in the offering, for relative fair value of $0.1 million. The warrants are exercisable at $97.50 per share on the closing date, May**14,* 2024. The warrants have an expiration date of 5 years from the date of issuance and will expire on* May 14,*2029. The relative fair value of the warrants was recorded in the condensed consolidated balance sheet in additional paid-in capital in stockholders' equity as the warrants are indexed to the Company’s common stock and meet the conditions for equity classification.

In* May 2024,in conjunction with the Company's public offering, the Company issued a warrant to purchase up to 100,625 shares of the Company's common stock, for the relative fair value of $3 million. The warrants are exercisable at $78 per share. The warrants have an expiration date of 5 years from the date of issuance and will expire on May 14,*2029. The relative fair value of the warrants was recorded in the condensed consolidated balance sheet in additional paid-in capital in stockholders' equity as the warrants are indexed to the Company’s common stock and meet the conditions for equity classification.

Stock-based compensation

The stock-based compensation expense was allocated as follows (in thousands):

2019 Stock Incentive Plan

In2019, our board of directors adopted the Aqua Metals, Inc.2019 Stock Incentive Plan (the*“2019* Plan”). On* May 23, 2024,47,500 shares of common stock were authorized and added to the plan. A total of 140,000 shares of common stock was authorized for issuance pursuant to the2019* Plan. Subsequently, on* July 22, 2025,260,000 shares of common stock were authorized and added to the plan, bringing the total shares authorized for issuance under the2019* Plan to 400,000 shares. The2019 Plan provides for the following types of stock-based awards: incentive stock options; non-statutory stock options; restricted stock; restricted stock units, or RSUs; and performance stock units, or PSUs. The2019 Plan, under which options* maybe granted to employees and directors under incentive and non-statutory agreements, requires that the option price maynot* be less than the fair value of the stock at the date the option is granted. Option awards are exercisable until their expiration, which* maynot* exceed 10 years from the grant date.

Restricted stock units

During thefirst quarter of2025, the Company granted 535 RSUs to an employee, all of which were subject to vesting, with a grant date fair value of $10,000. The shares vest inthree equal installments over athree-year period.

On* October 3, 2024,the Company approved a supplemental retention program designed to retain business-critical resources essential to ongoing operations and strategic initiatives. Participation in the program is contingent upon management achieving specified fundraising targets and subject to the continued service of eligible employees. The program established specific funding tranches tied to cumulative fundraising milestones, which must be achieved on or before March 7, 2025.The grant terms included a fixed dollar, variable share, structure with potential settlement valued from $0 to $925,014 dependent upon satisfaction of performance conditions. Once performance conditions are met, the shares to be granted are fixed and subject to an additionalsix-month service condition. During thefirst* quarter of2025, thefirst funding tranche was achieved, triggering the issuance of 11,847 RSUs to qualified employees in accordance with the program’s terms. These shares have been granted subject to continued service requirements.

During thefirst quarter of2025, the Company granted 2,500 RSUs to an employee, all of which were subject to vesting, with a grant date fair value of $49,000. The shares vest over asix-month period.

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During thesecond quarter of2025, the Company granted 10,204 RSUs to an employee, all of which were subject to vesting, with a grant date fair value of $100,000. The shares vest inthree equal installments over athree-year period.

During thesecond quarter of2025, the Company granted 21,739 RSUs all of which were subject to vesting, with a grant date fair value of $250,000 to Board Members. The shares vest infour equal installments over atwelve-month period.

During thesecond quarter of2025, the Company granted 4,567 RSUs to Board Members as compensation for board services. These RSUs vested immediately upon grant and had an aggregate grant-date fair value of $85,000, which was recognized as stock-based compensation expense in the period.

During thethird quarter of2025, the Company granted 99,606 RSUs to employees, all of which were subject to vesting, with a grant date fair value of $377,000. The shares vest inthree equal installments over athree-year period.

During thethird quarter of2025, the Company granted 11,250 RSUs to an employee, all of which were vested immediately, with a grant date fair value of $46,350.

13. Commitments and contingencies

We* may**,* from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As we grow, we* maybecome party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows. We arenot* party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.

In* October 2021,we filed an action against Johnson Controls Fire Protections, LP (“Defendant”) relating to its involvement in the November 2019fire at our former TRIC facility (Aqua Metals, Inc., et. al v. Johnson Controls Fire Protections, LP, Second Judicial District of the State of NevadaCV21*-01891). Our complaint alleged Defendant’s liability for a portion of the fire loss based on Defendant’s negligence, breach of contract and other causes of action in connection with Defendant’s failure to properly inspect, maintain and repair the fire suppression system in the TRIC facility. On* March 25, 2025,the Court dismissed our complaint in response to a motion for summary judgment filed by Defendant. On May 12, 2025,Defendant filed a Memorandum for Costs seeking approximately $300,000 in litigation-related costs and on May 29, 2025,Defendant filed a motion to recover its attorney’s fees and costs in the aggregate approximate amount of $3.5 million, including approximately $300,000 of costs (the same costs identified in Defendant’s Memorandum of Costs) and approximately $3.2 million of legal fees. While it is reasonably possible that a future loss maybe incurred, we believe that we have a strong defense to Defendant’s claim for recovery of fees and costs, especially with regard to Defendant’s claim for legal fees, and we intend to vigorously defend against Defendant’s motion. However, should Defendant be successful in obtaining an award for all or a substantial portion of the requested amount, we maybe unable to satisfy any such award without raising additional capital either through the issuance of our equity or debt securities or and/or liquidation of some or all of our assets. We havenot recorded any liability related to this matter in the condensed consolidated balance sheet as of September 30, 2025.*

14. Segment reporting

Aqua Metals, Inc. hasone operating segment: sustainable metals recycling. The Company's operations are focused on the development and commercialization of AquaRefining technology for the clean and efficient recovery of valuable metals from lead-acid and lithium-ion batteries. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates financial performance at a consolidated, entity-wide level and doesnot assess operating results by individual business unit or product line. Financial results are reviewed in line with the Company’s condensed consolidated financials, and resource allocation decisions are made based on overall Company performance.

The CODM assesses performance for the segment based on net loss, which is reported on the statement of operations as net loss. The measure of segment assets is reported on the balance sheet as total assets. Significant expenses within net loss, include plant operations, research and development cost, impairment expense, loss (gain) on disposal of property, plant and equipment, and general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations.

15. Employee Retention Credit

The Coronavirus Aid, Relief, and Economic Security (CARES) Act provided an employee retention tax credit to certain employers that either (1) fully or partially suspend operations because of government orders associated with COVID-19 or (2) experience a substantial decline in income but continue to pay employees their wages. The credit is equal to50% of qualified wages paid in2020, up to a maximum of*$10,000* in qualified wages per employee for the year, and70% of qualified wages paid in2021 (through thethird quarter), up to a maximum of*$10,000* in qualified wages per employee per quarter and can be applied against payroll taxes, with any excess tax credit eligible for a cash refund. The Company’s policy is to recognize these credits based on ASC450-30, Gain Contingencies, when all uncertainties are resolved, and the income is realized. During thenine months ended* September 30, 2025*, the Company recorded government grant income of $643,000, related to the employee retention credit, and interest income $99,000. These amounts are presented within interest and other income on the Condensed Consolidated Statements of Operations.

16. Subsequent events

On* October 15, 2025,the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which it agreed to issue and sell, in a registered direct offering, (a)205,213 shares of common stock at an offering price of $11.34 per share and (b)928,581 pre-funded warrants at an offering price of $11.339 per warrant, for aggregate net proceeds of approximately $12,000,000. In a concurrent private placement, the Company also sold 1,133,794 common stock purchase warrants at an offering price of $0.125 per warrant, with each warrant exercisable forone share of common stock at an exercise price of $11.34 per share. The offering closed on October 16, 2025.The Pre-Funded Warrants are immediately exercisable at $0.001 per share until exercised in full. The Private Placement Warrants are exercisable upon issuance, may*be exercised on a cashless basis under certain circumstances, and expire five years from the date of issuance. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

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