(Registrant’s
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)of the Act:
Title of each class
Common stock: Par value $.001
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AQMS
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Nasdaq Capital Market
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
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Emerging growth company x
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. x
Item
1.01
Entry into a Material Definitive Agreement
On March 25, 2020, Aqua Metals, Inc. (the “Company”) entered into a Memorandum of Agreement (“MOU”) with Veritex Community Bank (“Veritex”), the successor in interest to Green Bank, N.A. (“Green Bank”), with regard the Loan Agreement dated November 2, 2015 originally entered into between the Company and Green Bank.
Pursuant to the MOU, the parties have agreed to the allocation of proceeds from insurance policies and sales of collateral secured
by the Loan Agreement. As previously reported by the Company, the Company experienced a fire on November 29, 2019 and has $50 million dollars in combined property, equipment and business interruption insurance, consisting of four layers of coverage, that potentially covers the losses resulting from the fire. Pursuant to the MOU, the parties have agreed on the allocation of all insurance proceeds, with the proceeds allocated to Veritex to be used to pay off all amounts outstanding under the Loan Agreement, approximately $8.8 million as of the date of this report (inclusive of an approximate $500,000 prepayment penalty, netted against a $1,000,000 CD collateral), as follows:
Pursuant to the MOU, the parties have also agreed that 100% and 50% of the proceeds from the Company’s sale of real estate and non-real-estate collateral, respectively, will be applied to the outstanding loan amount. At such time as Veritex has received payments from insurance proceeds or asset sales equaling the amount outstanding under the
Loan Agreement, approximately $8.8 million as of the date of this report (inclusive of an approximate $500,000 prepayment penalty, netted against a $1,000,000 CD collateral), the Loan Agreement will be retired and all further proceeds will accrue to the Company exclusively.
Except as set forth in the MOU, all terms and conditions of the Loan Agreement remain in place and unchanged, including, without limitation, the Company’s obligation to make monthly payments under the Loan Agreement and the effectiveness and enforceability of Veritex’s liens and security interests under the Loan Agreement.
A copy of the MOU is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the MOU do not purport to be complete and is qualified in its entirety by reference to such exhibit.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.