Arq Inc
For the period ended Dec 31, 2023. Filed Mar 12, 2024.
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FY2023 · Filed Mar 12, 2024
ARQ$2.95+3.1%Stored close · as of Nov 10, 2026
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ITEM 15. Exhibits and Financial Statement Schedules
(a)The following consolidated financial statements of Arq, Inc. are filed as part of this Report under Item 8:
(1) Financial Statements – see Index to Consolidated Financial Statements in Item 8;
(2) Financial Statement Schedules – All schedules are omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto; and
(3) Exhibits – Those exhibits required by Item 601 of Regulation S-K and by paragraph (b) below.
(b)The following exhibits are filed as part of this Report or, where indicated, were heretofore filed and are hereby incorporated by reference:
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Second Amended and Restated Certificate of Incorporation of Advanced Emissions Solutions, Inc. | 10-Q | 000-54992 | 3.1 | August 9, 2013 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective February 1, 2024 | 8-K | 001-37822 | 3.1 | January 31, 2024 |
| 3.3 | Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock of Advanced Emissions Solutions, Inc | 8-K | 001-37822 | 3.1 | May 8, 2017 |
| 3.4 | Certificate of Designations of Series A Preferred Stock | 8-K | 001-37822 | 3.1 | February 1, 2023 |
| 3.5 | Amended and Restated Bylaws, effective February 1, 2024 | 8-K | 001-37822 | 3.2 | January 31, 2024 |
| 4.1 | Form of Specimen Common Stock Certificate | 10-Q | 000-54992 | 4.1 | August 9, 2013 |
| 4.2 | Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights Certificate | 8-K | 001-37822 | 3.2 | May 8, 2017 |
| 4.3 | First Amendment to Tax Asset Protection Plan dated as of April 6, 2018, by and between the Company and Computershare Trust Company, N.A., as rights agent | 8-K | 001-37822 | 4.2 | April 11, 2018 |
| 4.4 | Second Amendment to Tax Asset Protection Plan dated as of April 5, 2019, by and between the Company and Computershare Trust Company, N.A., as rights agent | 8-K | 001-37822 | 4.3 | April 11, 2019 |
| 4.5 | Third Amendment to Tax Asset Protection Plan dated as of April 8, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent | 8-K | 001-37822 | 4.4 | April 9, 2020 |
| 4.6 | Fourth Amendment to Tax Asset Protection Plan dated as of April 9, 2021, by and between the Company and Computershare Trust Company, N.A., as rights agent | 8-K | 001-37822 | 4.5 | April 13, 2021 |
| 4.7 | Fifth Amendment to Tax Asset Protection Plan dated as of March 15, 2022, by and between the Company and Computershare Trust Company, N.A., as rights agent | 8-K | 001-37822 | 4.6 | March 16, 2022 |
| 4.8 | Sixth Amendment to Tax Asset Protection Plan dated as of April 13, 2023, by and between the Company and Computershare Trust Company, N.A., as rights agent. | 8-K | 001-37822 | 4.7 | April 14, 2023 |
| 4.9 | Form of Warrant | 8-K | 001-37822 | 4.1 | February 1, 2023 |
| 4.10 | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934* | ||||
| 10.1 | Advanced Emissions Solutions, Inc. 2017 Omnibus Incentive Plan** | 8-K | 001-37822 | 10.1 | June 22, 2017 |
| 10.2 | Advanced Emissions Solutions, Inc. 2022 Omnibus Incentive Plan** | 8-K | 001-37822 | 10.1 | May 17, 2022 |
| 10.3 | Form of Restricted Stock Award Agreement under the 2022 Omnibus Incentive Plan*,** | ||||
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.4 · Form of Performance Stock Unit Agreement under the 2022 Omnibus Incentive Plan*,** | |||||
| 10.5 | Form of Amendment No. 2 to Employment Agreement of Greg Marken** | 10-Q | 001-37822 | 10.1 | August 6, 2018 |
| 10.6 | Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC dated May 27, 2011, by and among Clean Coal Solutions, LLC, ADA-ES, Inc., GSFS Investments I Corp. and NexGen Refined Coal, LLC*** | 10-Q/A | 000-50216 | 10.33 | September 28, 2011 |
| 10.7 | The First Amendment to the Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC, by and among Clean Coal Solutions, LLC, ADA-ES, Inc., GSFS Investments I Corp. and NexGen Refined Coal, LLC dated September 9, 2011 | 10-Q | 000-50216 | 10.89 | November 14, 2011 |
| 10.8 | Second Amendment to the Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC by and among ADA-ES, Inc., NexGen Refined Coal, LLC and GSFS Investments I Corp. dated July 31, 2012 | 10-Q | 000-50216 | 10.59 | November 9, 2012 |
| 10.9 | Contribution Agreement dated May 27, 2011 between ADA-ES, Inc. and NexGen Refined Coal, LLC | 10-Q | 000-50216 | 10.87 | August 12, 2011 |
| 10.10 | Amended and Restated Limited Liability Company Operating Agreement by and between ADA-ES, Inc., NexGen Refined Coal, LLC and Clean Coal Solutions Services, LLC dated November 20, 2013 | 10-K | 000-54992 | 10.38 | February 29, 2016 |
| 10.11 | Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated October 30, 2009 | 10-Q | 000-50216 | 10.77 | August 16, 2010 |
| 10.12 | First Amendment to the Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated as of August 4, 2010 | 10-K | 000-50216 | 10.81 | March 28, 2011 |
| 10.13 | Second Amendment to Amended and Restated License Agreement by and between ADA-ES, Inc. and Clean Coal Solutions, LLC dated as of July 23, 2013*** | 10-Q | 000-54992 | 10.63 | November 12, 2013 |
| 10.14 | Technology Sublicense Agreement between ADA-ES, Inc., Clean Coal Solutions, LLC, and GS RC Investments LLC dated June 29, 2010 | 10-Q | 000-50216 | 10.74 | August 16, 2010 |
| 10.15 | Amendment to Technology Sublicense Agreement between ADA-ES, Inc., GS RC Investments, LLC, and Clean Coal Solutions, LLC dated November 21, 2011*** | 10-K | 000-54992 | 10.44 | February 29, 2016 |
| 10.16 | Amendment #2 to Technology Sublicense Agreement between ADE-ES, Inc, GS RC Investments, LLC, and Clean Coal Solutions, LLC dated December 15, 2011 | 10-K | 000-50216 | 10.49 | March 15, 2012 |
| 10.17 | M-45 Technology License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated July 27, 2012*** | 10-Q | 000-50216 | 10.58 | November 9, 2012 |
| 10.18 | Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC dated as of June 29, 2009*** | 10-K | 001-37822 | 10.43 | March 18, 2019 |
| 10.19 | First Amendment to Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC, dated as of March 22, 2017*** | 10-K | 001-37822 | 10.44 | March 18, 2019 |
| 10.20 | Third Amendment to the Second Amended and Restated Operating Agreement of Tinuum Group, LLC. dated September 4, 2019*** | 10-Q | 001-37822 | 10.1 | November 12, 2019 |
| 10.21 | Master Agreement for Supply of Furnace Products between ADA Carbon Solutions, LLC and Cabot Norit Americas, Inc.*** | 8-K | 001-37822 | 10.1 | September 30, 2020 |
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.22 | Membership Interest Purchase Agreement between Caddo Creek Resources Company, L.L.C., as Buyer, and ADA Carbon Solutions (Operations), LLC, as Seller dated as of September 2, 2022*** | 8-K | 001-37822 | 10.2 | September 6, 2022 |
| 10.23 | Securities Purchase Agreement, dated as of February 1, 2023, by and among Advanced Emissions Solutions, Inc. and Arq Limited*** | 8-K | 001-37822 | 2.1 | February 1, 2023 |
| 10.24 | Registration Rights Agreement*** | 8-K | 001-37822 | 10.1 | February 1, 2023 |
| 10.25 | Term Loan and Security Agreement among Advanced Emissions Solutions, Inc., as Debtor, Certain Subsidiaries of Debtor, as Guarantors, CF Global Credit, LP, as Administrative Agent, and the Lenders, from time to time party hereto, dated as of February 1, 2023*** | 8-K | 001-37822 | 10.2 | February 1, 2023 |
| 10.26 | Loan Agreement among Community Trust Bank, Inc.; Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC, dated January 27, 2021† | 10-K | 001-37822 | 10.35 | March 8, 2023 |
| 10.27 | Loan Modification Agreement, among Community Trust Bank, Inc.; Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC, dated as of June 2, 2023 | 8-K | 001-37822 | 10.1 | June 6, 2023 |
| 10.28 | Employment Agreement by and between Robert E. Rasmus and Advanced Emissions Solutions, Inc., dated July 17, 2023 | 8-K | 001-37822 | 10.2 | July 17, 2023 |
| 10.29 | Subscription Agreement by and between Robert E. Rasmus, RER Legacy Investments II LLC and Advanced Emissions Solutions, Inc., dated July 17, 2023 | 8-K | 001-37822 | 10.1 | July 17, 2023 |
| 10.30 | Inducement Award by and between Robert E. Rasmus and Advanced Emissions Solutions, Inc., dated July 17, 2023*,** | ||||
| 10.31 | Employment Agreement by and between Jeremy D. Williamson and Advanced Emissions Solutions, Inc., dated September 18, 2023 | 8-K | 001-37822 | 10.3 | September 18, 2023 |
| 10.32 | Employment Agreement by and between Stacia Hansen and Advanced Emissions Solutions, Inc., dated November 6, 2023 | 8-K | 001-37822 | 10.1 | November 8, 2023 |
| 21.1 | Subsidiaries of Arq, Inc.* | ||||
| 23.1 | Consent of Moss Adams LLP* | ||||
| 31.1 | Certification of Principal Executive Officer of Arq, Inc. Pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)* | ||||
| 31.2 | Certification of Principal Financial Officer of Arq, Inc. Pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)* | ||||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer of Arq, Inc. Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | ||||
| 95 | Mine Safety Disclosure Exhibit* | ||||
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
| 97 | Clawback Policy* | ||||
| 101 | The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022; and (v) Notes to the Consolidated Financial Statements. The information in Exhibit 101 is "furnished" and not "filed" as provided in Rule 401 of Regulation S-T. | ||||
Notes:
- – Filed herewith.
** – Management contract or compensatory plan or arrangement.
*** – Portions of this exhibit have been omitted pursuant to Item 601(b)(10) as information that the Company customarily and actually treats that information as private or confidential and is not material.
† – Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
Filings for the Company were made under the name ADA-ES, Inc. (File No. 000-50216) prior to July 1, 2013, the effective date of our reorganization, and under the name Advanced Emissions Solutions, Inc. (File No. 000-54992) starting on July 1, 2013. Filings for the Company were made under the name Advanced Emissions Solutions, Inc. (File No. 001-37822) starting on July 6, 2016. On February 1, 2024, the Company changed its name to Arq, Inc.
(c)Financial Statement Schedules. Please refer to Item 15(a) above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.