Aqua Metals Inc美股招股说明书(2025-10-16版)

205,213Shares of Common Stock928,581Pre-Funded Warrants to Purchase Shares of Common Stock928,581Shares of Common Stock Underlying Pre-Funded Warrants We are offering 205,213 shares of our common stock, par value $0.001 per share, at a public offering price of $11.34 per share.We are also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder,9.99%) of our outstanding shares of common stock immediately following consummation of this offering, the opportunity to purchase,if the purchaser so chooses, 928,581 pre-funded warrants to purchase shares of common stock, or the pre-funded warrants, in lieu ofshares of common stock. Each pre-funded warrant will be exercisable for one share of our common stock. The purchase price of eachpre-funded warrant will equal the price per share of common stock being sold to the public in this offering, minus $0.001, and theexercise price of each pre-funded warrant will be $0.001 per share. The pre-funded warrants will not be listed on the Nasdaq CapitalMarket and are not expected to trade in any market; however, we anticipate that the shares of our common stock to be issued uponexercise of the pre-funded warrants will trade on the Nasdaq Capital Market. We are also registering the shares of common stockissuable upon exercise of the pre-funded warrants pursuant to this prospectus supplement. In a concurrent private placement, we are also selling to the purchasers of our shares of common stock warrants, or privateplacement warrants, to purchase1,133,794 shares of our common stock at an exercise price of $11.34 per share. The private placementwarrants are being sold at an offering price of $0.125 per warrant. The private placement warrants and the shares of common stockissuable upon the exercise of such warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act,are not being offered pursuant to this prospectus supplement and the accompanying base prospectus and are being offered pursuant tothe exemption provided in Section4(a)(2)of the Securities Act and Rule506(b)promulgated thereunder. The private placementwarrants are immediately exercisable, and will expire five (5)years from the issuance date. Our common stock is listed on the Nasdaq Capital Market under the symbol “AQMS.”The last reported sale price of ourcommon stock on the Nasdaq Capital Market on October 14, 2025 was $29.62 per share. As of October 14, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or public float,was $12,857,219, based on 1,848,968 shares of our common stock, of which approximately 56,500 shares were held by affiliates, and aprice of $29.62 per share, which was the price at which our common stock was last sold on The Nasdaq Stock Market on October 14,2025. We have sold $4,840,415 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus supplement. Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding morethan one-third of our public float in any 12-month period so long as our public float remains below $75 million. Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefullyreview and consider all of the information set forth in this prospectus supplement, the accompanying base prospectus and thedocuments incorporated by reference herein and therein, including the risks and uncertainties described under“Risk Factors”beginning on pageS-4 of this prospectus supplement and the risk factors incorporated by reference into this prospectussupplement and the accompanying base prospectus. We have engaged The Benchmark Company, LLC, or the placement agent, to act as our exclusive placement agent inconnection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securitiesoffered by this prospectus supplement. The placement agent is not purchasing or selling any of the securities we are offering and theplacement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed topay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offeredby this prospectus supplement. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is nominimum offering requirement as a condition of closing of this offering. We will bear all costs associated with the offering. See “Planof Distribution” on page S-11 of th