aqms20260331

aqms20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-37515

Aqua Metals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-1169572
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification no.)

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Address of principal executive offices, including zip code)

(775) 446-4418

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class of stock:	Trading symbol	Name of each exchange on which registered:
Common Stock	AQMS	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (as defined in Rule 12b-2 of the Act):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2026, there were 3,362,006 outstanding shares of the common stock of Aqua Metals, Inc.

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 - Unaudited	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 - Unaudited	2
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 - Unaudited	4
	Notes to Condensed Consolidated Financial Statements - Unaudited	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
	PART II - OTHER INFORMATION
Item 1A.	Risk Factors	19
Item 5	Other Information	19
Item 6.	Exhibits	20

	*March 31, 2026*			*December 31, 2025*
ASSETS
Current assets
Cash and cash equivalents	$	6,816		$	10,810
Note receivable - LION ENERGY, net		3,663			2,069
Interest receivable - LION ENERGY		60			—
Inventory		244			244
Prepaid expenses and other current assets		313			282
Total current assets		11,096			13,405

Non-current assets
Property and equipment, net		5,566			5,763
Intellectual property, net		61			76
Other assets		397			462
Total non-current assets		6,024			6,301

Total assets	$	17,120		$	19,706

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	839		$	547
Accrued expenses		2,457			3,570
Lease liability, current portion		321			311
Total current liabilities		3,617			4,428

Non-current liabilities
Lease liability, non-current portion		197			281
Warrant liability		180			227
Total liabilities		3,994			4,936

Commitments and contingencies (see Note 13)

Stockholders’ equity
Common stock; $0.001 par value; 300,000,000 shares authorized; 3,357,289 and 3,350,604, shares issued and outstanding as of March 31, 2026, respectively and 3,004,898 and 2,999,592 shares issued and outstanding as of December 31, 2025, respectively		3			3
Additional paid-in capital		287,525			285,212
Accumulated deficit		(274,370	)		(270,416	)
Treasury stock, at cost; common shares: 6,685 and 5,306 as of March 31, 2026 and December 31, 2025, respectively		(32	)		(29	)
Total stockholders’ equity		13,126			14,770

Total liabilities and stockholders’ equity	$	17,120		$	19,706

	*Three Months Ended March 31,*
	*2026*			*2025*

Operating cost and expense
Plant operations	$	501		$	724
Research and development cost		282			336
Impairment and loss on disposal of property, plant and equipment		—			5,247
Provision for credit losses		437			—
General and administrative expense		2,920			2,376
Total operating expense		4,140			8,683

Loss from operations		(4,140	)		(8,683	)

Other income and (expense)
Interest expense		(8	)		(403	)
Interest and other income		149			280
Change in fair value of warrant liability		47			491

Total other income, net		188			368

Loss before income tax expense		(3,952	)		(8,315	)

Income tax expense		2			—

Net loss		(3,954	)		(8,315	)


Weighted average shares outstanding, basic and diluted		3,236,557			809,571

Basic and diluted net loss per share	$	(1.22	)	$	(10.27	)

					Additional												Total
	Common Stock				Paid-in			Accumulated			Treasury Stock						Stockholders'
	Shares		Amount		Capital			Deficit			Shares			Amount			Equity

Balances, December 31, 2025		2,999,592	$	3	$	285,212		$	(270,416	)		5,306		$	(29	)	$	14,770

Stock-based compensation		—		—		450			—			—			—			450
Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting		20,663		—		(53	)		—			1,379			(3	)		(56	)
Common stock issued for employee stock purchase plan sales		131,569		—		621			—			—			—			621
Common stock issued for ATM share sales, net of $33 transaction costs		198,780		—		1,295			—			—			—			1,295
Net loss		—		—		—			(3,954	)		—			—			(3,954	)

Balances, March 31, 2026		3,350,604	$	3	$	287,525		$	(274,370	)		6,685		$	(32	)	$	13,126

Balances, December 31, 2024		773,084	$	1	$	264,205		$	(247,770	)		2,942		$	(192	)	$	16,244

Stock-based compensation		—		—		455			—			—			—			455
Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting		3,522		—		(192	)		—			(294	)		125			(67	)
Common stock issued for ATM share sales, net of $34 transaction costs		59,648		—		1,214			—			—			—			1,214
Net loss		—		—		—			(8,315	)		—			—			(8,315	)

Balances, March 31, 2025		836,254	$	1	$	265,682		$	(256,085	)		2,648		$	(67	)	$	9,531

	*Three Months Ended March 31,*
Excluded potentially dilutive weighted average securities (1):	*2026*		*2025*

Unvested restricted stock units		261,381		20,832
Financing warrants to purchase common stock		1,316,180		182,386
Total potential dilutive weighted average securities		1,577,561		203,218

	Amount

Balance as of January 1, 2026	$	-
Provision for credit losses		437
Balance as of March 31, 2026	$	437

	March 31, 2026		December 31, 2025

Raw materials	$	244	$	244
Total inventory	$	244	$	244

	Useful Life
Asset Class	(Years)		March 31, 2026			December 31, 2025

Operational equipment		3 - 10	$	3,456		$	3,456
Lab equipment		5		1,031			1,031
Computer equipment		3		107			107
Office furniture and equipment		3		87			87
Leasehold improvements		2.5		80			80
Equipment under construction				3,990			3,990
				8,751			8,751
Less: accumulated depreciation				(3,185	)		(2,988	)

Total property and equipment, net			$	5,566		$	5,763

	March 31, 2026		December 31, 2025

Nevada facilities Right of Use Assets (1)	$	377	$	442
Other assets		20		20
Total other assets, non-current	$	397	$	462

	*March 31, 2026*		*December 31, 2025*

Property and equipment related	$	560	$	560
Payroll related		681		2,060
Professional services		1,153		825
Other		63		125
Total accrued expenses	$	2,457	$	3,570

	March 31, 2026			March 31, 2025
Weighted-average remaining lease term (years) - operating leases		1.4			1.9
Weighted-average discount rate - operating leases		10.23	%		10.50	%

Weighted-average remaining lease term (years) - finance leases		3.0			4.0
Weighted-average discount rate - finance leases		4.85	%		4.85	%

Due in 12-month period ended March 31,
	Operating Leases			Finance Leases
2026	$	304		$	47
2027		111			47
2028		—			47
Less imputed interest		(29	)		(9	)
Total lease liabilities	$	386		$	132

Current lease liabilities	$	279		$	42
Non-current lease liabilities		107			90
Total lease liabilities	$	386		$	132

	As of March 31, 2026			As of December 31, 2025
Expected life of the options to convert		3.72			3.97
Risk-free rate		3.78	%		3.58	%
Historical volatility		124.62	%		123.69	%
Valuation date stock price	$	4.28		$	4.80
Strike price	$19.30/$19.20			$19.30/$19.20
Probability of completing a change in control		5	%		5	%
Volatility if change in control occurs		100	%		100	%
Dividend yield		0	%		0	%

	Number of Shares			Number of			Number of
	Available for			PSUs			RSUs
	Grant			Outstanding			Outstanding
Balances, December 31, 2025		37,749			11,878			235,600
Granted		(53,385	)		—			53,385
Released		—			—			(32,455	)
Forfeited		19,032			(11,878	)		(7,154	)
Returned to Plan		11,792			—			—
Balances, March 31, 2026		15,188			—			249,376

	Three Months Ended
	March 31,
	2026		2025
Cash paid for operating lease liabilities	$	74	$	73
Operating lease cost	$	75	$	72

Cash paid for finance lease liabilities	$	12	$	12
Interest expense	$	2	$	2

	Warrant liability
Fair value as of December 31, 2025	$	227
Change in fair value of warrant liabilities		(47	)
Fair value as of March 31, 2026	$	180

	Three Months Ended March 31,
	2026		2025
Plant operations	$	1	$	8
Research and development cost		32		38
General and administrative expense		417		655
Total	$	450	$	701

	Three Months Ended March 31,
					Favorable					%
	2026		2025		(Unfavorable)			Change

Plant operations	$	501	$	724	$	223			(30.8	)%
Research and development cost		282		336		54			(16.1	)%
Impairment and loss on disposal of property, plant and equipment		—		5,247		5,247			(100.0	)%
Provision for credit losses		437		—		(437	)		100.0	%
General and administrative expense		2,920		2,376		(544	)		22.9	%
Total operating expense	$	4,140	$	8,683	$	4,543			(52.3	)%

Exhibit No.	Description	Method of Filing

3.1	First Amended and Restated Certificate of Incorporation of the Registrant	Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015.
3.2	Third Amended and Restated Bylaws of the Registrant	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 21, 2022.
3.3	Certificate of Amendment to First Amended and Restated Certificate of Incorporation of the Registrant	Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 25, 2015.
3.4	Certificate of Amendment to the First Amended and Restated Certificate of Incorporation	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2019
3.5	Certificate of Amendment to the First Amended and Restated Certificate of Incorporation	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on July 21, 2022
3.6	Certificate of Amendment to the First Amended and Restated Certificate of Incorporation	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2025
10.1	Subordinated, Last-Out Participation Agreement, dated as of February 6, 2026, by and between the Company and GRC SPV Investments, LLC	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 11, 2026
31.1	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith
31.2	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).	Filed electronically herewith
101.INS	Inline XBRL Instance Document	Filed electronically herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed electronically herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed electronically herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed electronically herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed electronically herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed electronically herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SEC Form 10-Q filed by Aqua Metals Inc.