Aqua Metals Inc美股招股说明书(2025-07-14版)

Supplement. This Amendment is not complete without and may only be delivered or utilized in connection with, the Base This Amendment is being filed in connection with our previously announced “at the market offering” program, and to update theremaining amount of shares of our common stock, par value $0.001 per share, or “common stock,” that we may issue and sell fromtime to time through or to The Benchmark Company, LLC, as sales agent or principal, pursuant to the terms of our previouslyannounced ATM Sales Agreement, or the Sales Agreement, dated August 30, 2024. We are filing this Amendment to amend the Prospectus Supplement to update the amount of shares we are eligible to sell underGeneral Instruction I.B.6 of Form S-3 and pursuant to the Sales Agreement. As of July 11, 2025, the aggregate market value of ouroutstanding common stock held by non-affiliates, or the public float, was $14,521,258, which was calculated based on stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75 million. During the 12 calendar months prior to, and including, the date of this Amendment, we have sold3,167,179 shares of our common stock resulting in gross proceeds of approximately $2,582,311 pursuant to General Instruction As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the SalesAgreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $2,258,108 from time totime through the Sales Agent. If our public float increases such that we may sell additional amounts under the Sales Agreement,Prospectus Supplement and Base Prospectus, we will file another amendment to the Prospectus Supplement prior to makingadditional sales. the Securities and Exchange Commission that we incorporate by reference in the Base Prospectus, the ProspectusSupplement and this Amendment, before making a decision to invest in our common stock.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this Prospectus Supplement Amendment. Any representation to the The Benchmark Company, LLC