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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
47-1169572
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification no.)
|
Title of each class
Common stock: Par value $.001
|
Trading Symbol(s)
AQMS
|
Name of each exchange on which registered
Nasdaq Capital Market
|
Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Emerging growth company [X]
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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June 30, 2019
|
|
December 31, 2018
|
||||
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(unaudited)
|
|
(Note 2)
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,312
|
|
|
$
|
20,892
|
|
Accounts receivable, net
|
1,013
|
|
|
725
|
|
||
Inventory, net
|
1,742
|
|
|
765
|
|
||
Prepaid expenses and other current assets
|
580
|
|
|
370
|
|
||
Total current assets
|
30,647
|
|
|
22,752
|
|
||
|
|
|
|
||||
Non-current assets
|
|
|
|
||||
Property and equipment, net
|
47,630
|
|
|
45,548
|
|
||
Intellectual property, net
|
1,089
|
|
|
1,271
|
|
||
Other assets
|
4,363
|
|
|
1,800
|
|
||
Total non-current assets
|
53,082
|
|
|
48,619
|
|
||
|
|
|
|
||||
Total assets
|
$
|
83,729
|
|
|
$
|
71,371
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
5,447
|
|
|
$
|
2,088
|
|
Accrued expenses
|
2,413
|
|
|
5,196
|
|
||
Lease liability, current portion
|
520
|
|
|
121
|
|
||
Deferred rent, current portion
|
—
|
|
|
8
|
|
||
Notes payable, current portion
|
272
|
|
|
311
|
|
||
Convertible note payable, current portion
|
—
|
|
|
4,075
|
|
||
Total current liabilities
|
8,652
|
|
|
11,799
|
|
||
|
|
|
|
||||
Deferred rent, non-current portion
|
—
|
|
|
27
|
|
||
Lease liability, non-current portion
|
1,146
|
|
|
110
|
|
||
Asset retirement obligation
|
767
|
|
|
745
|
|
||
Notes payable, non-current portion
|
8,549
|
|
|
8,600
|
|
||
Total liabilities
|
19,114
|
|
|
21,281
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock; $0.001 par value; 100,000,000 shares authorized; 56,889,876 and 38,932,437 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
57
|
|
|
39
|
|
||
Additional paid-in capital
|
181,863
|
|
|
145,147
|
|
||
Accumulated deficit
|
(117,305
|
)
|
|
(95,096
|
)
|
||
Total stockholders’ equity
|
64,615
|
|
|
50,090
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
83,729
|
|
|
$
|
71,371
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
1,483
|
|
|
$
|
483
|
|
|
$
|
1,920
|
|
|
$
|
2,209
|
|
|
|
|
|
|
|
|
|
||||||||
Operating cost and expense
|
|
|
|
|
|
|
|
||||||||
Cost of product sales
|
7,185
|
|
|
4,600
|
|
|
11,866
|
|
|
10,036
|
|
||||
Research and development cost
|
338
|
|
|
1,203
|
|
|
958
|
|
|
2,678
|
|
||||
General and administrative expense
|
4,335
|
|
|
3,913
|
|
|
8,351
|
|
|
5,688
|
|
||||
Total operating expense
|
11,858
|
|
|
9,716
|
|
|
21,175
|
|
|
18,402
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(10,375
|
)
|
|
(9,233
|
)
|
|
(19,255
|
)
|
|
(16,193
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income and (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(203
|
)
|
|
(719
|
)
|
|
(3,092
|
)
|
|
(1,306
|
)
|
||||
Interest and other income
|
77
|
|
|
25
|
|
|
140
|
|
|
42
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total other expense, net
|
(126
|
)
|
|
(694
|
)
|
|
(2,952
|
)
|
|
(1,264
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income tax expense
|
(10,501
|
)
|
|
(9,927
|
)
|
|
(22,207
|
)
|
|
(17,457
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(10,501
|
)
|
|
$
|
(9,927
|
)
|
|
$
|
(22,209
|
)
|
|
$
|
(17,459
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
50,757,448
|
|
|
30,134,995
|
|
|
47,441,219
|
|
|
29,389,459
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.21
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.59
|
)
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||
|
|
Common Stock
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, March 31, 2019
|
|
44,727,697
|
|
|
$
|
45
|
|
|
$
|
157,037
|
|
|
$
|
(106,804
|
)
|
|
$
|
50,278
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
930
|
|
|
—
|
|
|
930
|
|
|||||||
Warrants related to Veolia agreement
|
|
—
|
|
|
—
|
|
|
1,734
|
|
|
—
|
|
|
1,734
|
|
|||||||
Common stock issued upon RSU vesting
|
|
39,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for consulting services
|
|
1,122,829
|
|
|
1
|
|
|
1,856
|
|
|
—
|
|
|
1,857
|
|
|||||||
Common stock issued in May 2019 public offering, net of $1,683 offering costs
|
|
11,000,000
|
|
|
11
|
|
|
20,306
|
|
|
—
|
|
|
$
|
20,317
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,501
|
)
|
|
(10,501
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, June 30, 2019
|
|
56,889,876
|
|
|
$
|
57
|
|
|
$
|
181,863
|
|
|
$
|
(117,305
|
)
|
|
$
|
64,615
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, December 31, 2018
|
|
38,932,437
|
|
|
$
|
39
|
|
|
$
|
145,147
|
|
|
$
|
(95,096
|
)
|
|
$
|
50,090
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,998
|
|
|
—
|
|
|
1,998
|
|
|||||||
Warrants related to Veolia agreement
|
|
—
|
|
|
—
|
|
|
2,312
|
|
|
—
|
|
|
2,312
|
|
|||||||
Common stock issued upon RSU vesting
|
|
357,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for consulting services
|
|
1,425,271
|
|
|
2
|
|
|
3,042
|
|
|
—
|
|
|
3,044
|
|
|||||||
Common stock issued in January 2019 public offering, net of $739 offering costs
|
|
5,175,000
|
|
|
5
|
|
|
9,058
|
|
|
—
|
|
|
9,063
|
|
|||||||
Common stock issued in May 2019 public offering, net of $1,683 offering costs
|
|
11,000,000
|
|
|
11
|
|
|
20,306
|
|
|
—
|
|
|
$
|
20,317
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,209
|
)
|
|
(22,209
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, June 30, 2019
|
|
56,889,876
|
|
|
$
|
57
|
|
|
$
|
181,863
|
|
|
$
|
(117,305
|
)
|
|
$
|
64,615
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, March 31, 2018
|
|
28,694,210
|
|
|
$
|
29
|
|
|
$
|
116,029
|
|
|
$
|
(62,374
|
)
|
|
$
|
53,684
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|||||||
Common stock issued in June 2018 public offering, net of $2,096 offering costs
|
|
10,085,500
|
|
|
10
|
|
|
26,637
|
|
|
—
|
|
|
26,647
|
|
|||||||
Modification of Interstate Battery warrant #1
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
1,002
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,927
|
)
|
|
(9,927
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, June 30, 2018
|
|
38,779,710
|
|
|
$
|
39
|
|
|
$
|
144,016
|
|
|
$
|
(72,301
|
)
|
|
$
|
71,754
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, December 31, 2017
|
|
27,554,076
|
|
|
$
|
27
|
|
|
$
|
113,780
|
|
|
$
|
(54,842
|
)
|
|
$
|
58,965
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
|||||||
Common stock issued under Officers and Directors Purchase Plan
|
|
2,034
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
Common stock issued upon RSU vesting
|
|
65,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued in overallotment related to December 2017 public offering, net of $10 transaction cost
|
|
1,072,500
|
|
|
2
|
|
|
2,101
|
|
|
—
|
|
|
2,103
|
|
|||||||
Common stock issued in June 2018 public offering, net of $2,096 offering costs
|
|
10,085,500
|
|
|
10
|
|
|
26,637
|
|
|
—
|
|
|
26,647
|
|
|||||||
Modification of Interstate Battery warrant #1
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
1,002
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,459
|
)
|
|
(17,459
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, June 30, 2018
|
|
38,779,710
|
|
|
$
|
39
|
|
—
|
|
$
|
144,016
|
|
—
|
|
$
|
(72,301
|
)
|
—
|
|
$
|
71,754
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(22,209
|
)
|
|
$
|
(17,459
|
)
|
Reconciliation of net loss to net cash used in operating activities
|
|
|
|
|
|
||
Depreciation
|
1,937
|
|
|
1,566
|
|
||
Amortization of intellectual property
|
92
|
|
|
95
|
|
||
Accretion of asset retirement obligation
|
23
|
|
|
21
|
|
||
Fair value of warrant modification, net
|
—
|
|
|
402
|
|
||
Fair value of common stock issued for consulting services
|
3,044
|
|
|
—
|
|
||
Stock-based compensation
|
1,998
|
|
|
492
|
|
||
Warrant expense
|
2,312
|
|
|
—
|
|
||
Amortization of debt discount
|
—
|
|
|
597
|
|
||
Amortization of deferred financing costs
|
38
|
|
|
42
|
|
||
Non-cash convertible note interest expense
|
2,556
|
|
|
333
|
|
||
Non-cash interest expense
|
118
|
|
|
—
|
|
||
Loss on disposal of Ebonex asset
|
90
|
|
|
—
|
|
||
Loss on disposal of equipment
|
79
|
|
|
—
|
|
||
Inventory adjustment
|
—
|
|
|
130
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
|
||
Accounts receivable
|
(288
|
)
|
|
522
|
|
||
Inventory
|
(977
|
)
|
|
(138
|
)
|
||
Prepaid expenses and other current assets
|
(210
|
)
|
|
552
|
|
||
Accounts payable
|
2,453
|
|
|
111
|
|
||
Accrued expenses
|
(2,605
|
)
|
|
645
|
|
||
Deferred rent
|
(35
|
)
|
|
(93
|
)
|
||
Other assets and liabilities
|
(247
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
(11,831
|
)
|
|
(12,182
|
)
|
||
|
|
|
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(3,198
|
)
|
|
(2,391
|
)
|
||
Equipment deposits and other assets
|
(1,101
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(4,299
|
)
|
|
(2,391
|
)
|
||
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net of transaction costs
|
29,380
|
|
|
28,754
|
|
||
Payments on notes payable
|
(179
|
)
|
|
(137
|
)
|
||
Payments on finance leases
|
—
|
|
|
(78
|
)
|
||
Payments on convertible note
|
(6,651
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
22,550
|
|
|
28,539
|
|
||
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents
|
6,420
|
|
|
13,966
|
|
||
Cash and cash equivalents at beginning of period
|
20,892
|
|
|
22,793
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents at end of period
|
$
|
27,312
|
|
|
$
|
36,759
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flows information
|
|
|
|
||||
Cash paid for income taxes
|
$
|
2
|
|
|
$
|
2
|
|
Cash paid for interest
|
$
|
372
|
|
|
$
|
310
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash transactions
|
|
|
|
||||
Change in property and equipment resulting from change in accounts payable
|
$
|
(904
|
)
|
|
$
|
146
|
|
Change in property and equipment resulting from change in accrued expenses
|
$
|
218
|
|
|
$
|
(212
|
)
|
Change in equity resulting from change in accrued expenses
|
$
|
1,300
|
|
|
$
|
600
|
|
|
June 30,
|
||||
Excluded potentially dilutive securities (1):
|
2019
|
|
2018
|
||
|
|
|
|
||
Convertible note - principal
|
—
|
|
|
702,247
|
|
Options to purchase common stock
|
3,604,001
|
|
|
1,583,354
|
|
Unvested restricted stock units
|
242,023
|
|
|
212,100
|
|
Financing warrants to purchase common stock
|
4,839,197
|
|
|
2,340,828
|
|
Total potential dilutive securities
|
8,685,221
|
|
|
4,838,529
|
|
(1)
|
The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.
|
|
Revenue
|
|
Revenue
|
|
Accounts Receivable
|
||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
June 30,
2019 |
|
December 31,
2018 |
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Clarios (successor of Johnson Controls Battery Group, Inc.)
|
59
|
%
|
|
91
|
%
|
|
59
|
%
|
|
81
|
%
|
|
71
|
%
|
|
95
|
%
|
Ocean Partners USA, Inc.
|
—
|
%
|
|
5
|
%
|
|
—
|
%
|
|
15
|
%
|
|
—
|
%
|
|
—
|
%
|
P. Kay Metals
|
38
|
%
|
|
—
|
%
|
|
38
|
%
|
|
—
|
%
|
|
27
|
%
|
|
—
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Finished goods
|
$
|
326
|
|
|
$
|
43
|
|
Work in process
|
604
|
|
|
164
|
|
||
Raw materials
|
812
|
|
|
558
|
|
||
Total inventory
|
$
|
1,742
|
|
|
$
|
765
|
|
Asset Class
|
|
Useful Life
(Years)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
|
|
|
||||
Operational equipment
|
|
3-10
|
|
$
|
18,690
|
|
|
$
|
15,926
|
|
Lab equipment
|
|
5
|
|
580
|
|
|
698
|
|
||
Computer equipment
|
|
3
|
|
212
|
|
|
201
|
|
||
Office furniture and equipment
|
|
3
|
|
336
|
|
|
336
|
|
||
Land
|
|
-
|
|
1,047
|
|
|
1,047
|
|
||
Building
|
|
39
|
|
24,842
|
|
|
24,820
|
|
||
Asset retirement cost
|
|
20
|
|
670
|
|
|
670
|
|
||
Equipment under construction
|
|
|
|
8,951
|
|
|
7,892
|
|
||
|
|
|
|
55,328
|
|
|
51,590
|
|
||
Less: accumulated depreciation
|
|
|
|
(7,698
|
)
|
|
(6,042
|
)
|
||
|
|
|
|
|
|
|
||||
Total property and equipment, net
|
|
|
|
$
|
47,630
|
|
|
$
|
45,548
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Convertible note payable
|
$
|
—
|
|
|
$
|
5,000
|
|
Accrued interest
|
—
|
|
|
1,651
|
|
||
Deferred financing costs, net
|
—
|
|
|
(20
|
)
|
||
Note discount
|
—
|
|
|
(2,556
|
)
|
||
|
|
|
|
||||
Less current portion
|
$
|
—
|
|
|
4,075
|
|
|
|
|
|
|
||||
Convertible note payable, non-current portion
|
$
|
—
|
|
|
$
|
—
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
||||
Notes payable, current portion
|
|
|
|
||||
Capital equipment leases
|
$
|
—
|
|
|
$
|
16
|
|
Green Bank, net of issuance costs
|
272
|
|
|
295
|
|
||
Total notes payable, current portion
|
$
|
272
|
|
|
$
|
311
|
|
|
|
|
|
||||
Notes payable, non-current portion
|
|
|
|
||||
Capital equipment leases
|
$
|
—
|
|
|
$
|
31
|
|
Green Bank, net of issuance costs
|
8,549
|
|
|
8,569
|
|
||
Total notes payable, non-current portion
|
$
|
8,549
|
|
|
$
|
8,600
|
|
|
Three months ended June 30, 2019
|
Six months ended June 30, 2019
|
||||
Cash paid for operating lease liabilities
|
$
|
155
|
|
$
|
309
|
|
Operating Lease Cost
|
$
|
144
|
|
$
|
289
|
|
|
June 30, 2019
|
|
Weighted-average remaining lease term
|
2.7 Years
|
|
Weighted-average discount rate
|
9.66
|
%
|
|
|
||
Due in 12-month period ended June 30,
|
|
||
2020
|
$
|
633
|
|
2021
|
$
|
652
|
|
2022
|
$
|
560
|
|
|
$
|
1,845
|
|
Less imputed interest
|
$
|
(213
|
)
|
Total lease liabilities
|
$
|
1,632
|
|
|
|
||
Current operating lease liabilities
|
$
|
514
|
|
Non-current operating lease liabilities
|
$
|
1,118
|
|
|
$
|
1,632
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
2019
|
|
2018
|
||||||||
Cost of product sales
|
$
|
17
|
|
|
$
|
47
|
|
$
|
92
|
|
|
$
|
97
|
|
Research and development cost
|
19
|
|
|
77
|
|
134
|
|
|
189
|
|
||||
General and administrative expense
|
894
|
|
|
224
|
|
1,772
|
|
|
206
|
|
||||
Total
|
$
|
930
|
|
|
$
|
348
|
|
$
|
1,998
|
|
|
$
|
492
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||
|
2019
|
|
2018
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
|
||||
Expected stock volatility
|
86.3% - 87.5%
|
|
|
79.5% - 86.3%
|
|
82.3% - 87.5%
|
|
|
78.4% - 86.3%
|
|
Risk free interest rate
|
2.2% - 2.3%
|
|
|
2.4% - 2.8%
|
|
2.2% - 2.5%
|
|
|
2.1% - 2.8%
|
|
Expected years until exercise
|
2.8 - 3.4
|
|
|
2.5 - 3.5
|
|
2.2 - 2.5
|
|
|
2.5 - 3.5
|
|
Dividend yield
|
0
|
%
|
|
0
|
%
|
0
|
%
|
|
0
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Favorable
(Unfavorable)
|
|
%
Change
|
|
2019
|
|
2018
|
|
Favorable
(Unfavorable)
|
|
%
Change
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Product sales
|
$
|
1,483
|
|
|
$
|
483
|
|
|
$
|
1,000
|
|
|
207.0
|
%
|
|
$
|
1,920
|
|
|
$
|
2,209
|
|
|
$
|
(289
|
)
|
|
(13.1
|
)%
|
Cost of product sales
|
7,185
|
|
|
4,600
|
|
|
(2,585
|
)
|
|
56.2
|
%
|
|
11,866
|
|
|
10,036
|
|
|
(1,830
|
)
|
|
18.2
|
%
|
||||||
Research and development cost
|
338
|
|
|
1,203
|
|
|
865
|
|
|
(71.9
|
)%
|
|
958
|
|
|
2,678
|
|
|
1,720
|
|
|
(64.2
|
)%
|
||||||
General and administrative expense
|
4,335
|
|
|
3,913
|
|
|
(422
|
)
|
|
10.8
|
%
|
|
8,351
|
|
|
5,688
|
|
|
(2,663
|
)
|
|
46.8
|
%
|
||||||
Total operating expense
|
$
|
11,858
|
|
|
$
|
9,716
|
|
|
$
|
(2,142
|
)
|
|
22.0
|
%
|
|
$
|
21,175
|
|
|
$
|
18,402
|
|
|
$
|
(2,773
|
)
|
|
15.1
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Favorable
(Unfavorable)
|
|
%
Change
|
|
2019
|
|
2018
|
|
Favorable
(Unfavorable)
|
|
%
Change
|
||||||||||||||
Other income and (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
(203
|
)
|
|
$
|
(719
|
)
|
|
$
|
516
|
|
|
71.8
|
%
|
|
$
|
(3,092
|
)
|
|
$
|
(1,306
|
)
|
|
$
|
(1,786
|
)
|
|
(136.8
|
)%
|
Interest and other income
|
$
|
77
|
|
|
$
|
25
|
|
|
$
|
52
|
|
|
208.0
|
%
|
|
$
|
140
|
|
|
$
|
42
|
|
|
$
|
98
|
|
|
233.3
|
%
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net cash used in operating activities
|
$
|
(11,831
|
)
|
|
$
|
(12,182
|
)
|
Net cash used in investing activities
|
$
|
(4,299
|
)
|
|
$
|
(2,391
|
)
|
Net cash provided by financing activities
|
$
|
22,550
|
|
|
$
|
28,539
|
|
•
|
the timing and success of our plan of commercialization and the fact that we continue to experience delays in ramping up our LAB recycling operations at TRIC;
|
•
|
our ability to bring modules online and ramp up production on a commercial scale;
|
•
|
our ability to profitably operate our AquaRefining process on a commercial scale;
|
•
|
our ability to realize the expected benefits of our strategic partnerships with Clarios and Veolia;
|
•
|
our ability to procure LABs in sufficient quantities at competitive prices; and
|
•
|
our ability to receive proper certification from and meet the requirements of our customers regarding the purity of our AquaRefined lead.
|
•
|
limit our flexibility in developing our business operations and planning for, or reacting to, changes in our business;
|
•
|
increase our vulnerability to, and reduce our flexibility to respond to, general adverse economic and industry conditions; and
|
•
|
place us at a competitive disadvantage as compared to our competitors that are not as highly leveraged.
|
•
|
our ability to acquire sufficient quantities of used LABs at competitive prices;
|
•
|
our ability to produce AquaRefined lead that is priced competitively with lead produced by traditional smelting;
|
•
|
our ability to produce AquaRefined lead on a commercial scale and at an adequate gross profit; and
|
•
|
our ability to sell our AquaRefined lead at prices and in quantities that provide an adequate net profit from operations.
|
•
|
increased cost of enforcing our intellectual property rights;
|
•
|
diminished ability to protect our intellectual property rights;
|
•
|
heightened price sensitivities from customers in emerging markets;
|
•
|
our ability to establish or contract for local manufacturing, support and service functions;
|
•
|
localization of our LABs and components, including translation into foreign languages and the associated expenses;
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations;
|
•
|
compliance with the Federal Corrupt Practices Act and other anti-corruption laws;
|
•
|
foreign currency fluctuations;
|
•
|
laws favoring local competitors;
|
•
|
weaker legal protections of contract terms, enforcement on collection of receivables and intellectual property rights and mechanisms for enforcing those rights;
|
•
|
market disruptions created by public health crises in regions outside the United States;
|
•
|
difficulties in staffing and managing foreign operations, including challenges presented by relationships with workers’ councils and labor unions;
|
•
|
issues related to differences in cultures and practices; and
|
•
|
changing regional economic, political and regulatory conditions.
|
•
|
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments; and
|
•
|
extended transition periods available for complying with new or revised accounting standards.
|
•
|
limit who may call stockholder meetings;
|
•
|
do not permit stockholders to act by written consent;
|
•
|
do not provide for cumulative voting rights;
|
•
|
establish an advance notice procedure for stockholders' proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors, and
|
•
|
provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.
|
Exhibit
No.
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
3.1
|
|
|
Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on July 22, 2015.
|
|
|
|
|
|
|
3.2
|
|
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on September 27. 2018.
|
|
|
|
|
|
|
3.3
|
|
|
Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015.
|
|
|
|
|
|
|
3.4
|
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10Q filed on May 9, 2019
|
|
|
|
|
|
|
10.1
|
|
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 8-K filed on May 10, 2019
|
|
|
|
|
|
10.2+
|
|
|
|
Filed electronically herewith
|
|
|
|
|
|
31.1
|
|
|
Filed electronically herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed electronically herewith
|
|
|
|
|
|
|
32.1
|
|
|
Filed electronically herewith
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed electronically herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed electronically herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed electronically herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed electronically herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed electronically herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed electronically herewith
|
|
|
AQUA METALS, INC.
|
|
|
|
|
|
Date:
|
July 31, 2019
|
By:
|
/s/
Stephen Cotton
|
|
|
|
Stephen Cotton,
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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Date:
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July 31, 2019
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By:
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/s/ Judd Merrill
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Judd Merrill,
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Chief Financial Officer
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(Principal Financial Officer)
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1)
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I have reviewed this quarterly report on Form 10-Q of Aqua Metals, Inc.;
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2)
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal quarter presented in this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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July 31, 2019
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By:
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/s/
Stephen Cotton
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Stephen Cotton, President
(Principal Executive Officer)
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1)
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I have reviewed this quarterly report on Form 10-Q of Aqua Metals, Inc.;
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2)
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal quarter presented in this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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July 31, 2019
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By:
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/s/ Judd Merrill
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Judd Merrill, CFO (Principal Financial Officer)
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By:
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/s/
Stephen Cotton
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Dated:
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July 31, 2019
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Stephen Cotton
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Title:
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President (Principal Executive Officer)
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By:
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/s/ Judd Merrill
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Dated:
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July 31, 2019
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Judd Merrill
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Title:
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CFO (Principal Financial Officer)
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