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Aqua Metals, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

AQMS$1.26+7.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-31.

0001437749-25-010177

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-31.

0001437749-26-010705

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 66 previous paragraphs and 66 current paragraphs.

39 unchanged; 19 reworded; 8 added; 8 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 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 (8)

Current report

In February 2023, we acquired a five-acre parcel of land with an existing building at TRIC to begin development of our Li AquaRefining recycling campus. During 2025, we sold this property. The decision was driven by a change in the Company’s priorities and capital allocation plans. We continue to evaluate alternative sites and funding sources to support future commercialization of our Li AquaRefining technology. At the end of 2024, we completed the first multi-week continuous 7 day x 24 hour operation campaign at our pilot facility, demonstrating the ability to deliver exceptional recovery rates and produce battery-grade critical minerals.

Current report

In February 2025, the Company announced a phased operational strategy to increase lithium carbonate output by deferring the conversion of nickel and cobalt into metal form to a later phase. Management believes this approach may improve early-stage scaling by simplifying the initial product portfolio to lithium carbonate and MHP, which is expected to reduce initial capital expenditures, increase early production volumes, further de-risk initial operations, and improve near-term revenue and operating margins, supporting improved payback on the remaining capital to be financed.

Current report

During the third quarter of 2025, the Company expanded its feedstock diversification strategy to include the evaluation of polymetallic deep-sea nodules using its AquaRefining technology. In September 2025, the Company entered into an MOU with Impossible Metals Inc. to explore collaboration on a domestic, environmentally responsible supply chain for critical minerals recovered from deep-sea nodules and processed using AquaRefining. In November 2025, the Company entered into an MOU with MOBY Robotics Inc. to evaluate robotic harvesting and precision sorting of nodules and to conduct bench-scale AquaRefining testing of nodule-derived materials. These initiatives are exploratory and are intended to assess the technical, regulatory, environmental, and economic feasibility of applying the Company’s water-based recycling and refining process to nodule-derived feedstocks. No commercial-scale operations have commenced, and there can be no assurance these efforts will result in a viable commercial pathway or future revenues.

Current report

During the year ended December 31, 2025, we issued 836,219 shares of common stock pursuant to an at the market issuance sales agreement ("ATM") for net proceeds of $5,931,000, and 177,283 shares of common stock pursuant to the equity-line-of-credit purchase agreement, or ELOC for the net proceeds of $903,000. On October 16, 2025, we closed a registered direct offering of 205,213 shares of common stock at an offering price of $11.34 per share and 928,581 pre-funded warrants at an offering price of $11.339 per pre-funded warrant. In a concurrent private placement, we also sold 1,133,794 common stock purchase warrants at an offering price of $0.125 per warrant, with each warrant exercisable over a five year period for one share of common stock at an exercise price of $11.34 per share. 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 $11,939,000.

Current report

Plant operations includes supplies and related costs, salaries and benefits, consulting and outside services costs, depreciation and amortization costs, insurance, travel and overhead costs. Plant operations decreased approximately $4,806,000 or 67% for the twelve months ended December 31, 2025, as compared to the twelve months ended December 31, 2024. This decrease was primarily driven by a decrease of $2,759,000 in payroll and related fees, resulting from workforce reductions implemented in August 2024 and continued reductions during the first quarter of 2025. Additionally, professional fees decreased by approximately $720,000 and supplies, materials, inventory adjustments and other overhead expenses decreased by $1,327,000.

Current report

On May 5, 2025, the Company repaid its $1,500,000 bridge loan prior to the December 31, 2025 maturity. As part of the agreement, the Company was required to pay a guaranteed interest amount of $300,000 regardless of early repayment. For the year ended December 31, 2025, the Company recognized $435,000 in interest expense (including amortization of issuance costs), and recorded a $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. We recognized total interest expense of $667,000 for the year ended December 31, 2025 and $574,000 for the year ended December 31, 2024. The increase was partially due to interest and related charges associated with the bridge loan during 2025, including the guaranteed interest feature and amortization of issuance costs.

Current report

For the years ended December 31, 2025 and December 31, 2024, we recorded approximately $913,000 and $376,000 in interest and other income, respectively, representing an increase of $537,000 or 143%. The increase was primarily driven by the approval of a payroll tax employee retention credit during the first six months of the 2025 and higher interest income on bank deposits following the October 2025 capital raise.

Current report

Net cash provided by investing activities for the year ended December 31, 2025 was approximately $2,898,000 and consisted mainly of $4,382,000 cash received from the sale of the building and equipment, $1,141,000 from refunded equipment deposits, and $100,000 received from the note receivable with LINICO. These inflows were offset by cash utilized towards equipment deposits of $231,000, purchases of equipment of $425,000, and $2,069,000 of payments made in connection with the note receivable with Lion Energy, LLC. Net cash used in investing activities for the year ended December 31, 2024 was $11,636,000 consisted mainly of cash utilized towards equipment deposits of $4,237,000 and purchases of fixed assets related to the build out of our commercial facility of $7,921,000, offset by $500,000 of cash received related to our note receivable and $22,000 cash received from the sale of equipment.
Removed paragraphs (8)

Previous 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. When fully developed, the facility we envision is designed to process 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, including all equipment installation within 3-4 quarters of securing the additional capital and to complete the commissioning and scaling of this operation at the new campus within 2 quarters of completion of the development. 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.

Previous report

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. At the end of 2024, we completed the first multi-week continuous 7 days x 24 hours operation campaign at our pilot facility, demonstrating the ability to deliver exceptional recovery rates and produce battery-grade critical minerals.

Previous 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 CAPEX 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 complete the Phase One.

Previous report

Plant operations includes supplies and related costs, salaries and benefits, consulting and outside services costs, depreciation and amortization costs, insurance, travel and overhead costs. Plant operations increased approximately $931,000 or 15% for the twelve months ended December 31, 2024, as compared to the twelve months ended December 31, 2023. This increase was primarily driven by a $758,000 rise in payroll and related fees, as we hired additional staff to operate the pilot facility, process black mass and build out of our commercial facility during the first seven months of the year in addition to an increase of $173,000 in insurance and other service costs. In August 2024, the Company announced that due to a delay in funding, it has completed a reduction in force of personnel hired largely in expectation of securing the required funding for the completion of the Sierra ARC and commencement of operation. We expect payroll costs to be lower until funding is received and operations resume.

Previous report

We recognized a loss on disposal of property, plant and equipment of approximately $440,000 during the twelve months ended December 31, 2024 compared to a gain of $23,000 for the twelve months ended December 31, 2023.

Previous report

For the year ended December 31, 2024 and December 31, 2023, and we recorded approximately $376,000 and $1,147,000 in interest and other income, respectively, a decrease of $771,000 or 67%. The decrease in interest and other revenue is attributable to decreased interest on our bank deposits and the conclusion of our non-recurring engineering arrangement with 6K Energy at the end of 2023.

Previous report

We recognized interest expense of $574,000 for the year ended December 31, 2024 and $621,000 for the year ended December 31, 2023. The decrease was partially due to a reduction in the outstanding balance of the note payable during 2023.

Previous report

Net cash used in investing activities for the year ended December 31, 2024 was $11,636,000 compared to $9,813,000 for the year ended December 31, 2023. During these periods, net cash in investing operations primarily includes fixed asset acquisitions, deposits for future fixed asset purchases and proceeds received from sale of equipment, respectively. During the year ended December 31, 2024, we received $500,000 from the note receivable with LINICO.
Reworded paragraphs (19)

Previous wording

During the year ended December 31, 2024, we issued 1,195,033 shares of common stock pursuant to an at the market issuance sales agreement ("ATM") for net proceeds of $5 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 warrant. 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. In connection with the sale of common stock in 2023, the Company issued warrants to purchase 18,193 shares of the Company's common stock to the underwriter of the Company's public offering and the Company issued a warrant to purchase 10,288 shares of the Company's common stock to the placement agent of the transaction in connection with the Yulho transaction.

Current wording

During the year ended December 31, 2024, we issued 119,503 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 100,625 shares of our common stock, at the public offering price of $78 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 $2 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

Our current focus is building and 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 pursuing potential partnership and/or joint ventures agreements and licensing agreements, particularly as our Li AquaRefining continues to develop and improve. 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 credibility and progress.

Current wording

Our current focus is site selection, building, and 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 pursuing potential partnership and/or joint ventures agreements and licensing agreements, particularly as our Li AquaRefining continues to develop and improve. 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 credibility and progress. In parallel, on February 6, 2026, the Company entered into a non-binding term sheet contemplating the acquisition of Lion Energy, LLC, which, if completed, is intended to expand the Company’s participation in energy storage systems and energy management software. See Note 19 — Subsequent events for additional information regarding the proposed transaction.

Previous 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.

Current wording

Effective November 5, 2024, the Company effected a one-for-20 reverse stock split of its issued and outstanding common shares. Subsequently, on August 4, 2025, the Company effected a one-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.

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 year ended December 31, 2023, revenue resulted from the sale of inventory consisting of lead compounds that were generated during operation of our former TRIC facility. The following table summarizes results of operations with respect to the items set forth below for the twelve months ended December 31, 2024 and 2023 together with the percentage change from the twelve months ended December 31, 2023 for those items (in thousands).

Current wording

We did not engage in commercial operations in 2025 and 2024. Our operations have been devoted to developing and improving our Li AquaRefining battery recycling technology. The following table summarizes results of operations with respect to the items set forth below for the twelve months ended December 31, 2025 and 2024 together with the percentage change from the twelve months ended December 31, 2024 for those items (in thousands).

Previous wording

Except for nominal revenue generated from the sale of lead finished goods, we did not generate revenue during the years ended December 31, 2024 and December 31, 2023. Plant activity during 2024 and 2023 consisted of testing our lithium-ion battery recycling technology, developing the prototype system activities, and quickly advancing from the planning and validation phases to execution and operation of our pilot facility and the build out of our commercial facility.

Current wording

We did not generate revenue during the years ended December 31, 2025 and December 31, 2024. Plant activity during 2025 and 2024 consisted of testing our lithium-ion battery recycling technology, developing the prototype system activities, and quickly advancing from the planning and validation phases to execution and operation of our pilot facility.

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 twelve months ended December 31, 2024, research and development costs decreased approximately $154,000 or 9% from the comparable period in 2023. Research and development is a key part of our business strategy and includes our focus on improving the Company's proprietary technology for LAB recycling and advancing our research related to the application of AquaRefining to recycling lithium-ion batteries. The decrease was driven by a reduction in payroll and payroll related fees of approximately $159,000, as we completed a reduction of force during August 2024.

Current 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 twelve months ended December 31, 2025, research and development costs decreased approximately $262,000 or 17% from the comparable period in 2024. Research and development is a key part of our business strategy and includes our focus on improving the Company's proprietary technology for LAB recycling and advancing our research related to the application of AquaRefining to recycling lithium-ion batteries. The decrease was driven by a reduction in payroll and payroll related fees of approximately $158,000 as well as a reduction in supplies, materials, and other overhead expenses of approximately $104,000.

Previous wording

For the year ended December 31, 2024, we recognized a non-cash impairment charge of $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. For the year ended December 31, 2023, we recognized a non-cash impairment charge of $4,851,000, subsequent to an analysis of our investment and construction in progress ("CIP") with regard to our investment in LINICO and ACME Metals. We recognized a loss on the investment in LINICO of approximately $1,400,000 during the year ended December 31, 2023 as the result of the sale of our LINICO common stock to LINICO's parent Comstock Inc., for $600,000 payable in twelve equal monthly installments commencing in January 2024. In addition, we recognized a loss of $3,451,000 related to the ACME CIP as a result of the suspension of the development of recycling operations at the ACME Metals Taiwanese facility. During 2023, management shifted focus away from the original service under the ACME lead recycling license agreement to a new primary focus on the Lithium recycling business as a Company. As a result, management projected a decrease in the utilization of the ACME plant and its related operations, and assessed that the future expected cash flows connected with ACME are at or near zero.

Current wording

For the year ended December 31, 2025, we recognized a non-cash impairment and loss on disposal of property, plant and equipment of $9,114,000, in connection with the sale of the facility located at TRIC and related equipment. For the year ended December 31, 2024, we recognized a non-cash impairment charge of $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC and a loss on disposal of property, plant and equipment of approximately $440,000.

Previous wording

General and administrative expense increased approximately $329,000, or 3%, for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in general and administrative expenses for the twelve months ended December 31, 2024 was primarily driven by higher professional fees associated with our efforts to raise capital.

Current wording

General and administrative expense decreased approximately $1,482,000, or 12%, for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024. The decrease in general and administrative expenses for the twelve months ended December 31, 2025 was primarily driven by a reduction in payroll and related expenses of approximately $337,000 due to workforce reductions, a $27,000 decrease in director fees, a $1,221,000 decrease in professional fees offset by an increase of $103,000 in other overhead expenses.

Previous wording

For the year ended December 31, 2024, the Company recognized a change in fair value of warrant liability of $507,000, which was primarily due to the remeasurement of the warrants issued in December 2024.

Current wording

For the year ended December 31, 2025, the Company recognized income of $1,266,000 related to the change in fair value of warrant liability. For the year ended December 31, 2024, the Company recognized an expense of $507,000 related to the change in fair value of warrant liability, which was primarily due to the remeasurement of the warrants issued in December 2024. The fair value of the warrant liability is determined using valuation techniques that incorporate significant unobservable inputs and assumptions, as further described in Note 11 - Warrant liability to the consolidated financial statements.

Previous wording

As of December 31, 2024, we had total assets of $26,365,000 and working capital deficit of $(3,538,000).

Current wording

As of December 31, 2025, we had total assets of $19,706,000 and working capital of $8,977,000.

Previous wording

Net cash used in operating activities for the years ended December 31, 2024 and December 31, 2023 was approximately $13,632,000 and $3,193,000, respectively. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, and stock-based compensation charges as well as net changes in working capital. During the year ended December 31, 2024, we recognized approximately $2,640,000 expense for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. During the year ended December 31, 2023, we recognized $12,278,000 proceeds from sales and leasing of building to LINICO, $1,400,000 expense for impairment on LINICO investment and approximately $3,451,000 expense for impairment on ACME CIP.

Current wording

Net cash used in operating activities for the years ended December 31, 2025 and December 31, 2024 was approximately $10,253,000 and $13,632,000, respectively. Net cash used in operating activities during each of these periods consisted primarily of our net loss adjusted for non-cash items such as depreciation, amortization, and stock-based compensation charges as well as net changes in working capital. During the year ended December 31, 2025, we recognized approximately $9,114,000 of impairment and loss on disposal of property, plant and equipment in connection with the sale of the facility located at TRIC and related equipment. These losses were partially offset by $1,266,000 of income from the change in fair value of the warrant liability. During the year ended December 31, 2024, we recognized approximately $2,640,000 expense for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC and a loss on disposal of property, plant and equipment of approximately $440,000.

Previous wording

Net cash provided by financing activities for the year ended December 31, 2024 consisted of $5,014,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $1,500,000 in net proceeds from the loan agreement entered into on December 18, 2024, 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 for the year ended December 31, 2023 consisted of $3,786,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $2,931,000 in net proceeds from the loan agreement secured with Summit Investment Services, LLC, $18,318,000 in net proceeds from our July 2023 public offering and $4,629,000 in net proceeds from the Yulho transaction, offset by the $6,000,000 used to pay off the note payable and by $1,092,000 related to tax withholdings to cover RSU vesting.

Current wording

Net cash provided by financing activities for the year ended December 31, 2025 consisted mainly of $5,931,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $903,000 of net proceeds from the sale of Aqua Metals shares pursuant to the equity-line-of-credit purchase agreement, or ELOC, with Lincoln Park Capital Fund, LLC, and $11,940,000 in net proceeds from our October 2025 registered direct offering and exercise of pre-funded warrants, offset by $147,000 related to tax withholdings to cover RSU vesting, and $4,500,000 principal payments on notes payable. Net cash provided by financing activities for the year ended December 31, 2024 consisted of $5,014,000 in net proceeds from the sale of Aqua Metals shares pursuant to the at-the-market offering, or ATM, $1,500,000 in net proceeds from the loan agreement entered into on December 18, 2024, 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.

Previous wording

As of December 31, 2024, we had total cash of $4,079,000 and working capital deficit of $(3,538,000). As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs over the next twelve months and move forward with our current business strategy. There can be no assurance that we will be able to acquire the necessary funding on commercially reasonable terms orat all. We intend to seek funds through the sale of equity or debt financing. Funding that includes the sale of our equity may be dilutive. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Current wording

As of December 31, 2025, we had total cash of $ 10,810,000 and working capital of $ 8,977,000. As of the date of this report, we believe that we will require additional capital in order to fund our current level of ongoing costs over the next twelve months and move forward with our current business strategy. There can be no assurance that we will be able to acquire the necessary funding on commercially reasonable terms orat all. We intend to seek funds through the sale of equity or debt financing. Funding that includes the sale of our equity may be dilutive. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Previous wording

We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. At December 31, 2024, we recognized an impairment of approximately $2,640,000 for impairment on equipment deposits due to the change in our recycling strategy by prioritizing mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC. The Company does not expect further impairments on remaining deposit amounts as this equipment is needed in the current plant design. During the year 2023, management shifted focus away from the original service under the license agreement (Lead business) to a new focus (Lithium business) as a Company. As such, management projected a decline in the utilization of the ACME plant and it’s related operations. At December 31, 2023, we recognized an impairment of approximately $3,451,000 to equipment under construction that was not yet capitalized related to the ACME CIP as a result of the suspension of the development of recycling operations at the ACME Metals Taiwanese facility.

Current wording

We periodically evaluate our property, plant and equipment assets for indications that the carrying amount of an asset may not be recoverable. During the year ended December 31, 2025, the Company recognized an impairment and loss on disposal of property, plant and equipment of approximately $9,114,000 related to the sale of the facility located at TRIC that was under construction and intended for the Company’s Li AquaRefining recycling campus. The Company retained certain lithium-ion battery recycling commercial equipment for use in a future recycling campus development. At December 31, 2024, the Company recognized a $440,000 loss on disposal of property, plant and equipment and an impairment charge of approximately $2,640,000 related to equipment deposits. The charges resulted from a change in the Company's recycling strategy to prioritize mixed hydroxide precipitate, to accelerate commercialization and reduce remaining capital requirements to complete Phase One build-out of our recycling campus at TRIC.

Previous wording

For restricted stock unit awards with performance conditions, consisting of our supplemental retention awards granted on October 3, 2024, compensation cost is recognized in the period in which it becomes probable that the performance target will be achieved and represents the compensation cost attributable to the period for which the service or goods already have been provided. These awards are based on a fixed dollar amount settled in a variable number of shares and as a result are liability classified. The fair value of these awards is based on the fixed dollar amount dictated in the award agreements. As the Company has considered the performance conditions are not probable to be met as of December 31, 2024, no compensation cost has been recorded in the consolidated financial statements.

Current wording

For restricted stock unit awards with performance conditions, consisting of our supplemental retention awards granted on October 3, 2024, compensation cost is recognized in the period in which it becomes probable that the performance target will be achieved and represents the compensation cost attributable to the period for which the service or goods already have been provided. These awards are based on a fixed dollar amount settled in a variable number of shares and as a result are liability classified. The fair value of these awards is based on the fixed dollar amount dictated in the award agreements. As the Company has considered the performance conditions are not probable to be met as of December 31, 2024, no compensation cost has been recorded in the consolidated financial statements. During the first quarter of 2025, once it became probable that performance conditions would be met, the shares granted became fixed and subject to an additional six-month service condition. Accordingly, compensation cost was recognized over the remaining requisite service period.

Previous wording

As of December 31, 2024, we and our subsidiaries had outstanding $4,500,000 amount of indebtedness and approximately $408,000 interest payments due in the succeeding 12 months. As of December 31, 2024, our total minimum future lease payments were $338,000, due in the succeeding 12 months. For details regarding our indebtedness and lease obligations, refer to Note 10, Leases, and Note 11, Note payable, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Current wording

As of December 31, 2025, we and our subsidiaries had no outstanding indebtedness. As of December 31, 2025, our total minimum future lease payments were $347,000, due in the succeeding 12 months. For details regarding the Company’s lease obligations and historical indebtedness, refer to Note 9 - Leases, and Note 10 - Notes payable, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Previous wording

We currently have two operating leases for real estate. We lease our Reno and McCarran, Nevada spaces under non-cancelable operating leases. We elected to exercise our first extension option provided for in the Reno, Nevada lease agreement, which extended the current term of the lease to April 1, 2026. The initial lease term for our mixed office and warehouse space in McCarran, Nevada expired on December 31, 2021. We elected to exercise our second extension option provided for in the McCarran, Nevada lease agreement, which extended the current term of the lease to December 31, 2027.

Current wording

We currently have two operating leases for real estate. We lease our Reno and McCarran, Nevada spaces under non-cancelable operating leases. We elected to exercise our second extension option provided for in the Reno, Nevada lease agreement, which extended the current term of the lease to April 1, 2027. The initial lease term for our mixed office and warehouse space in McCarran, Nevada expired on December 31, 2021. We elected to exercise our second extension option provided for in the McCarran, Nevada lease agreement, which extended the current term of the lease to December 31, 2027.

Previous wording

Aqua Metals Reno, Inc. entered into a $3,000,000 loan agreement with Summit Investment Services, LLC, a Nevada limited liability company (the “Lender”) on February 1, 2023 and due on April 27, 2025. On December 18, 2024, Aqua Metals, Inc. entered into a Securities Purchase Agreement with eight accredited investors 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 750,000 shares of the Company’s common stock. See Note 11 in the accompanying notes to the consolidated financial statements for additional information.

Current wording

Aqua Metals Reno, Inc. entered into a $3,000,000 loan agreement with Summit Investment Services, LLC, a Nevada limited liability company (the “Lender”) on February 1, 2023 and due on April 27, 2025. On December 18, 2024, Aqua Metals, Inc. entered into a Securities Purchase Agreement with eight accredited investors 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. During 2025, both the Summit Investment Services, LLC loan and the secured promissory notes were repaid in full. See Note 10 - Notes payable in the accompanying notes to the consolidated financial statements for additional information.