AsTable ~~filed~~of ~~with the Securities and Exchange Commission on June 9, 2015~~Contents

~~Registration~~As ~~No.~~filed ~~333-________~~with the Securities and Exchange Commission on June 4, 2025

~~UNITED~~Registration ~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D~~No.C. ~~20549~~333-

~~________________~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~________________~~UNDER

THE SECURITIES ACT OF 1933

AQUA METALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		3691		47-1169572
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code ~~Number~~)		(I.R.S. Employer Identification No.)

~~501~~5370 ~~23rd Avenue Oakland,~~Kietzke ~~California 94606 (510) 479-7635(Address~~Lane, ~~including~~Suite ~~zip code, and telephone number, including area code, of registrant’s principal executive offices)~~201

~~________________~~Reno, Nevada 89511

~~Stephen R. Clarke Chief Executive Officer Aqua Metals, Inc. 501 23rd Avenue, Oakland, California 94606~~ (~~510~~775) ~~479~~446-~~7635(Name, address, including zip code, and telephone number, including area code, of agent for service)~~4418

~~________________~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen Cotton ~~Copies~~Chief ~~to:~~Executive Officer 5370 Kietzke Lane, Suite 201

~~Daniel K. Donahue Greenberg Traurig~~Reno, ~~LLP~~Nevada 3161 Michelson Drive, Suite 1000 Irvine, California 92612 Telephone: (949) 732-6557 Andrew Hudders Golenbock Eiseman Assor Bell & Peskoe LLP 437 Madison Avenue - 40th Floor New York, New York 10022 Telephone: (212) 907-734989511

~~________________~~(775) 446-4418

~~Approximate~~(Name, ~~date~~address, ofincluding ~~commencement~~zip ofcode, ~~proposed sale~~and totelephone ~~the~~number, ~~public:~~including Asarea ~~soon~~code, asof ~~practicable~~agent ~~after~~for ~~this registration statement becomes effective.~~service)

IfCopy ~~any of the securities being registered on this Form are~~ to ~~be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨~~:

IfDaniel this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offeringK. ¨ Donahue

IfGreenberg ~~this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Traurig, ~~check~~ ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~LLP

If18565 ~~this~~Jamboree ~~Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act~~Road, ~~check~~ ~~the~~Suite ~~following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~500

~~Indicate by check mark whether the registrant is a large accelerated filer~~Irvine, anCalifornia accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):92612

~~Large accelerated filer ¨ Non-accelerated filer ¨ Accelerated filer ¨ Smaller reporting company x~~ (~~Do not check if a smaller reporting company~~949) 732-6500

~~CALCULATION~~Approximate ~~OF REGISTRATION~~date ~~FEE~~of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Common Stock, $0.001 par value per share	$	34,500,000	$	4,008.90
Underwriter Warrant(3)(4)(5)	$	100		—
Shares of Common Stock underlying Underwriter Warrant	$	4,140,000	$	481.07

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

~~____________~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional shares that the underwriter has the option to purchase to cover over-allotments, if any.

(3) No registration fee required pursuant to Rule 457(g) under the Securities Act of 1933.

(4) Registers a warrant to be granted to the underwriter for an amount equal to 10% of the number of the shares sold to the public. See “Underwriting” on page 42 of the prospectus contained within this registration statement for information on underwriting arrangements relating to this offering.

(5) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 9, 2015

_________ Shares of Common Stock

Aqua Metals, Inc. is offering ________ shares of common stock on a firm commitment basis. This is an initial public offering of our common stock and there is presently no public market for our common stock. The initial public offering price is $_____ per share. The shares offered hereby will be listed for trading upon the Nasdaq Capital Market under the symbol “AQMS.”

We have agreed to pay the underwriter a selling discount of $3.0 million, or 10%, of the gross proceeds of this offering. We have also agreed to issue to the underwriters warrants to purchase shares of our common stock in an amount up to 10% of the shares of common stock sold in the public offering, with an exercise price equal to 120% of the public offering price.

We are an “emerging growth company” under the federal securities laws and will have the option to use reduced public company reporting requirements. Please see “Risk Factors” beginning on page 6 to read about certain factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Price to Public		Underwriting Discounts and Commissions(1)		Proceeds to Aqua Metals
Per Share	$	________	$	________	$	________
Total Offering	$	30,000,000	$	3,000,000	$	27,000,000

____________

(1) See “Underwriting” for a description of the compensation payable to the underwriter. Excludes a non-accountable expense allowance of $185,000 payable to the underwriter.

The underwriter may also purchase an additional ______ shares of our common stock amounting to 15% of the number of shares offered to the public, within ___ days of the date of this prospectus, to cover over-allotments, if any, on the same terms set forth above.

The underwriter expects to deliver the shares on or about _____________________, 2015.

National Securities Corporation

The date of this prospectus is ___________, 2015

Table of Contents

		Page
Prospectus Summary		1
RISK FACTORS		6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
INDUSTRY AND MARKET DATA		13
OUR BUSINESS		14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
MANAGEMENT		27
PRINCIPAL STOCKHOLDERS		31
ESTIMATED USE OF PROCEEDS		32
CAPITALIZATION		33
DILUTION		34
DESCRIPTION OF SECURITIES		36
SHARES ELIGIBLE FOR FUTURE SALE		40
UNDERWRITING		42
LEGAL MATTERS		45
EXPERTS		45
WHERE YOU CAN FIND MORE INFORMATION		45
INDEX TO FINANCIAL STATEMENTS		F-1

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Neither~~If ~~we nor the underwriter has authorized anyone to provide any information or make any representations other than those contained in~~ this ~~prospectus~~Form oris ina ~~any~~post-effective ~~free~~amendment ~~writing~~filed ~~prospectus~~pursuant ~~prepared by or on behalf of us or~~ to ~~which~~Rule we462(d) ~~have~~under ~~referred you. Neither we nor~~ the ~~underwriter~~Securities ~~takes responsibility for~~Act, ~~and~~check ~~can provide no assurance as to~~ the ~~reliability~~following ~~of,~~box ~~any other information that others may give you. We are offering to sell,~~ and ~~seeking~~list ~~offers~~the ~~to buy,~~Securities ~~shares~~Act ofregistration ~~common~~statement ~~stock~~number ~~only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as~~ of the ~~date~~earlier ofeffective ~~this~~registration ~~prospectus,~~statement ~~regardless~~for of the ~~time~~same ~~of delivery of this prospectus or of any sale of the common stock~~offering. ☐

~~Through~~Indicate ~~and~~by ~~including~~check ~~________,~~mark ~~2015~~whether (the ~~25th day~~registrant ~~after~~is ~~the~~a ~~date~~large ofaccelerated ~~this prospectus)~~filer, ~~all~~an ~~dealers~~accelerated ~~effecting transactions~~filer, ina ~~these~~non-accelerated ~~securities~~filer, ~~whether~~a orsmaller ~~not~~reporting ~~participating in this offering~~company, ~~may~~or bean ~~required~~emerging togrowth ~~deliver a prospectus~~company. ~~This~~See isthe ~~in addition~~definitions toof a“large ~~dealer’s~~accelerated ~~obligation~~filer,” to“accelerated ~~deliver~~filer,” a“smaller ~~prospectus when~~reporting ~~acting~~company,” asand an“emerging ~~underwriter~~growth ~~and~~company” ~~with~~in ~~respect~~Rule to12b-2 anof ~~unsold allotment~~the orExchange ~~subscription~~Act.

~~For~~Large ~~investors~~accelerated ~~outside~~filer of☐ ~~the~~Accelerated ~~United~~filer ~~States:~~☐ ~~Neither~~Non-accelerated wefiler ~~nor~~☒ ~~the underwriter~~Smaller ~~has~~Reporting ~~done~~Company ~~anything~~☒ ~~that~~Emerging ~~would~~Growth ~~permit~~Company this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States are required to inform themselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.☐

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED June 4, 2025

AQUA METALS, INC.

2,000,000 Shares of Common Stock

This prospectus relates to the offer and sale from time to time of up to 2,000,000 shares of our common stock, par value $0.001 per share (“common stock”), by Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”).

The shares included in this prospectus consist of shares of common stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus and the date of the satisfaction of the conditions to the Selling Stockholder’s purchase obligations (the “Commencement Date”) as set forth in the common stock purchase agreement we entered into with Lincoln Park on May 15, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Selling Stockholder has committed to purchase from us, at our direction, up to $10,000,000 million of shares of our common stock, subject to the terms and conditions specified in the Purchase Agreement. The shares registered pursuant to this prospectus also include 227,175 shares of common stock that we issued to the Selling Stockholder upon the execution of the Purchase Agreement as consideration for its irrevocable commitment (the “Commitment Shares”) to purchase shares of our common stock under the Purchase Agreement, at our election in our sole discretion, from time to time after the date of this prospectus, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. See the section titled “The Lincoln Park Transaction” for a description of the Purchase Agreement and the section titled “Selling Stockholder” for additional information regarding the Selling Stockholder.

We are not selling any shares of common stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by the Selling Stockholder. However, we may receive up to $10,000,000 in aggregate gross proceeds from sales of our common stock to the Selling Stockholder that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the Purchase Agreement.

The Selling Stockholder may sell or otherwise dispose of the common stock described in this prospectus in different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell or otherwise dispose of the common stock being registered pursuant to this prospectus. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses of registering under the Securities Act the offer and sale of the common stock to which this prospectus relates by the Selling Stockholder, including legal and accounting fees. See “Plan of Distribution”.

Our common stock is listed on the Nasdaq Capital Market under the symbol “AQMS.” On May 30, 2025, the closing price of our common stock was $0.79.

Investing in our securities involves a high degree of risk. These risks are described in the “Risk Factors” section on page 3 of this prospectus. You should also consider the risk factors described or referred to in any documents incorporated by reference in this prospectus, and in any applicable prospectus supplement to this prospectus, before investing in these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	i
PROSPECTUS SUMMARY	ii
THE OFFERING	1
RISK FACTORS	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
THE LINCOLN PARK TRANSACTION	7
USE OF PROCEEDS	14
DESCRIPTION OF CAPITAL STOCK	15
SELLING STOCKHOLDER	16
PLAN OF DISTRIBUTION	18
LEGAL MATTERS	20
EXPERTS	20
INCORPORATION BY REFERENCE	20
WHERE YOU CAN FIND MORE INFORMATION	21

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act. Under this prospectus, the Selling Stockholder may, from time to time, sell shares of our common stock described in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general description of the securities offered by the Selling Stockholder. Any prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement.

For investors outside of the United States: Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States.

The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before making your investment decision.

You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement and the registration statement. Neither we nor the Selling Stockholder has authorized anyone else to provide you with different or additional information other than that contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, our common stock are being made only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

~~Prospectus~~Table ~~Summary~~of Contents

~~Investing in~~PROSPECTUS our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before investing in our common stock. If any of the following risks materialize, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.SUMMARY

~~All~~This ~~references~~prospectus summary highlights selected information appearing elsewhere in this prospectus toand ~~“metric~~in ~~ton” or~~documents ~~“tonne”~~we ~~refer~~file towith athe ~~metric~~SEC ~~ton~~that ~~which~~are incorporated by reference in this prospectus. Because it is ~~equal~~a summary, it may not contain all of the information that may be important to ~~approximately~~you. 2To understand this offering fully,~~204.6~~ ~~pounds~~you should read this entire prospectus carefully, including the information incorporated by reference herein, the information set forth under the heading “Risk Factors” and our financial statements and the related notes thereto incorporated by reference in this prospectus.

OUR COMPANY

Overview

WeAqua ~~are~~Metals ~~engaged~~is inseeking ~~the~~to ~~business~~reinvent ofmetal recycling ~~lead~~with ~~through~~its apatented ~~novel, proprietary~~ and patent-pending ~~process that we developed and named “~~AquaRefining”™ technologies. ~~AquaRefining~~Aqua ~~uses~~Metals ais ~~novel electro-chemical~~focused ~~process~~on todeveloping ~~produce~~cleaner ~~pure~~and ~~lead~~safer ~~(greater~~metals ~~than~~recycling ~~99.99% purity)~~through ~~recovered from used lead acid batteries~~innovation. We believe ~~that AquaRefining~~Aqua ~~offers~~Metals ~~a significant reduction in production cost over smelting, which is~~ can expand the ~~existing~~development ~~method~~ of ~~producing~~breakthrough ~~lead.~~technologies Wefor ~~also believe~~sustainable ~~that~~metal ~~AquaRefining~~recycling ~~significantly reduces the environmental emissions, health concerns~~ and ~~the~~deliver ~~permitting,~~high-value ~~logistics~~critical ~~and transport~~minerals back ~~challenges~~into ~~associated with lead smelting. We believe that~~ the ~~combined~~manufacturing ~~advantages~~supply ~~offered~~chain bywhile ~~the~~reducing ~~AquaRefining~~emissions ~~process represent~~and atoxic ~~potential~~byproducts ~~step change in lead recycling technology, one which can deliver advantages in economics, footprint~~ and ~~logistics while~~creating ~~greatly~~much ~~reducing~~safer ~~the~~work ~~environmental impact of lead recycling~~environments.

~~Lead~~Aqua isMetals ahas ~~globally~~invested ~~traded~~in ~~commodity~~breakthrough ~~with~~metals arecycling ~~worldwide~~methodologies ~~market~~that ~~value in~~we ~~excess~~believe ofare ~~$20~~environmentally ~~billion.~~responsible, ~~The~~economically ~~chemical~~competitive, ~~properties~~and ofwill ~~lead~~help ~~allow~~retain ~~it to~~critical bestrategic ~~recycled~~metals ~~and~~within ~~reused~~the ~~indefinitely~~U.S. Atwhile ~~the~~enabling ~~same~~domestically ~~time~~produced, ~~most~~sustainably ~~lead mines~~produced, ~~have~~recycled ~~become~~metals ~~exhausted.~~to ~~Consequently~~enter the supply chain and ~~coupled~~lower ~~with~~sole ~~rising global~~reliance ~~demand~~on ~~for~~unsafe ~~lead,~~and ~~recycled~~toxic ~~lead~~mining ~~now~~operations. ~~makes~~Since up2015, ~~approximately 57%~~Aqua ofMetals ~~all~~has ~~lead~~developed ~~produced~~breakthrough ~~worldwide.~~metal Inrecycling ~~many~~technologies ~~countries,~~that ~~including the~~utilize USa clean, ~~this~~closed-loop ~~percentage~~process isthat ~~even~~can ~~higher~~produce ultra-high purity metals. ~~The~~AquaRefining ~~main~~is ~~source~~designed ofto ~~recycled lead~~deliver raw ismaterials ~~lead~~back ~~acid~~into ~~batteries,~~the ormanufacturing ~~LABs~~supply chain, and replaces the ~~production~~need offor polluting ~~which~~furnaces ~~also represents~~and ~~the~~hazardous ~~majority~~chemicals ofwith ~~the~~electricity-powered ~~demand~~electroplating ~~for~~to ~~lead~~recover valuable metals and materials from spent batteries with higher purity, lower emissions, and minimal waste.

ToWe ~~date,~~believe ~~all~~Aqua ~~lead,~~Metals' ~~both~~regenerative ~~mined~~electro-hydrometallurgical ~~and~~recycling ~~recycled,~~method ~~has~~potentially ~~been~~offers ~~produced through~~a ~~lead~~substantial ~~smelting,~~improvement ~~which~~over istraditional anpyrometallurgical ~~inefficient, wasteful, energy intensive~~ and ~~often~~hydrometallurgical ~~highly~~recycling ~~polluting~~techniques, ~~process.~~which Asproduce amuch ~~consequence~~higher ~~of its~~emissions, ~~environmental~~lower ~~and~~recovery ~~health issues~~rates, ~~smelting~~and ~~has~~significant ~~become increasingly~~landfill ~~regulated in developed countries~~waste. ~~Consequently,~~We believe the ~~lead~~ ~~smelting~~AquaRefining ~~industry~~process ishas ~~migrating~~the potential to ~~more~~vastly ~~isolated~~reduce the ~~areas~~environmental ~~and countries~~impact ~~with less stringent regulations. The resulting transportation~~ of ~~used~~recycling ~~LABs~~lithium ~~from~~batteries ~~where~~as ~~they~~compared ~~originate in the US~~ to ~~smelters~~ inother ~~Mexico~~processes ~~and~~while ~~other~~providing ~~countries~~a ~~with~~higher ~~limited~~yield ~~environmental controls~~of ~~represents~~high-purity anmetals ~~increasingly~~essential ~~significant~~for ~~cost~~the toburgeoning ~~recycled lead~~US ~~and~~battery ~~new~~manufacturing ~~LAB production~~industry.

We ~~believe~~are ~~that~~in ~~AquaRefining significantly reduces~~ the ~~permitting, environmental~~process ~~and~~of ~~health~~demonstrating ~~issues~~that ~~associated~~Li ~~with~~AquaRefining ~~lead~~can ~~smelting.~~create ~~On this basis, we believe we have~~ the ~~potential~~highest toquality ~~locate~~and ~~multiple smaller~~highest ~~facilities~~yields ~~closer to the source~~ of ~~used~~recovered ~~LABs.~~minerals Iffrom ~~this “distributed~~lithium-ion ~~recycling” approach proves to be possible~~batteries, we ~~believe~~with itlower waste ~~will~~streams ~~further~~and ~~enhance~~lower ~~the economics of AquaRefining over smelting by reducing transport~~ costs ~~and~~than ~~supply chain bottlenecks~~alternatives. WeWith ~~have~~the ~~entered~~proven ~~into~~ability ~~formal~~to ~~discussions~~recover ~~with~~valuable ~~three separate~~metals ~~suppliers~~from oflithium-ion ~~used~~batteries at ~~LABs.~~our ~~Each~~pilot offacility ~~these~~in ~~suppliers has~~ the ~~ability~~ toTRIC, ~~supply~~our goal ~~enough~~is ~~used LABs~~ to ~~operate~~demonstrate our ~~initial~~ability ~~recycling facility~~to atprocess 80commercial ~~metric~~quantities ~~tons~~ of ~~produced~~high-purity ~~lead~~lithium ~~per~~hydroxide ~~day~~ and/or ~~has expressed~~carbonate, anickel, ~~desire~~cobalt, tomanganese dodioxide, ~~so.~~and ~~Based~~copper onin ~~these~~pure ~~formal~~forms ~~discussions~~that ~~and our~~can ~~understanding~~be ofsold to the ~~market~~general ~~for~~metals ~~used~~and ~~LABs~~superalloy markets, weand ~~believe~~can ~~that~~be ~~used LABs~~made ~~should~~into bebattery ~~readily~~precursor ~~available~~compound tomaterials uswith ~~from~~proven processes athat ~~number~~are ofalready ~~sources~~used ~~at competitive~~in ~~prices~~the battery industry.

~~Our~~The ~~primary~~Company ~~goal~~ is toalso ~~monetize~~exploring ~~the~~additional ~~potential~~innovative applications ~~multiple~~of ~~advantages that~~ AquaRefining ~~provide~~across ~~over~~metals ~~lead~~recycling ~~smelting.~~industries Inat ~~North~~our ~~America~~Innovation ~~and Europe~~Center, weincluding ~~intend to build and operate~~ recycling ~~facilities~~emerging ~~close to~~battery ~~major~~chemistries ~~centers~~and ofopportunities ~~LAB distribution. We also plan~~ to ~~form partnerships~~develop inadditional ~~which~~products wefor ~~will~~sale ~~provide AquaRefining modules~~ to ~~augment~~ orcustomer ~~replace smelting operations~~specifications. ~~In each case, AquaRefining modules will be manufactured, assembled and tested in our own separate and purpose-built facility located near Oakland, California.~~

~~The~~Purchase ~~modular~~Agreement ~~nature of AquaRefining makes it possible to start lead production at a much smaller scale than is possible~~ with ~~smelters, thereby significantly reducing~~ the ~~investment~~Selling ~~risk~~Stockholder associated with building a conventional smelter-based lead production facility. Our plan is to actively explore distributed recycling in the US by establishing our own initial recycling operation near Reno, Nevada. This plan is based on our belief that Reno is a hub of the West Coast’s distribution infrastructure and yet very poorly served by LAB recycling. From our initial and scalable recycling facility near Reno, we intend to expand first throughout the US and then overseas. We will seek to own our own recycling facilities but will also evaluate joint ventures, licensing and direct sales.

1On May 15, 2025, we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase from us up to an aggregate of $10.0 million of shares of common stock, subject to certain limitations and conditions, from time to time over the term of the Purchase Agreement. In connection with the Purchase Agreement, we also entered into a Registration Rights Agreement, dated May 15, 2025 (the “Registration Rights Agreement”), with the Selling Stockholder, pursuant to which we agreed to file with the SEC the registration statement of which this prospectus is a part to register for resale under the Securities Act the shares of our common stock that have and may be issued to the Selling Stockholder under the Purchase Agreement.

~~2014 Private Placement Convertible Promissory Notes~~ii

InTable October 2014, we issued $6 million in senior secured convertible promissory notes that bear simple interest at 6% per year. All interest and principal under the notes must be paid or converted into shares of our common stock on or before December 31, 2015. We refer to these promissory notes in this prospectus as our “convertible notes.” Pursuant to the terms of our convertible notes, all principal and accrued interest under the notes will automatically convert into shares of our common stock concurrent with the completion of this offering, at the conversion price of 50% of the initial public offering price, provided, however, in no event shall the conversion price be greater than $2.27 nor less than $1.52 per share. Assuming that this offering was completed on March 31, 2015 at a price of $__ per share, and based on interest accrued through such date in the amount of $154,356, the convertible notes would have been converted into ___________ shares of our common stock.Contents

~~Risks~~This ~~Related~~prospectus covers the sale or other disposition by the Selling Stockholder of up to ~~Our Business~~2,000,000 shares of common stock, consisting of (i) 227,175 Commitment Shares and (ii) up to 1,772,825 shares of common stock that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder from time to time from and after the Commencement Date (as defined below) under the Purchase Agreement.

~~Our~~We ~~business~~do not have the right to commence any sales of our common stock to the Selling Stockholder under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of the Selling Stockholder’s control, have been satisfied, including that the SEC has declared effective the registration statement of which this prospectus is a part (the “Commencement Date”). Thereafter, we may, from time to time and at our sole discretion for a period that ends on the 24-month anniversary of the Commencement Date (the “Maturity Date”), on any business day that we select on which the closing sale price of our common stock equals or exceeds $0.25 per share (subject to ~~numerous~~adjustment ~~risks~~as set forth in the Purchase Agreement), direct the Selling Stockholder to purchase up to 20,000 shares of our common stock, which ~~are~~amount ~~highlighted~~may be increased depending on the market price of our common stock at the time of sale, subject to a maximum commitment of $500,000 per purchase (each such purchase, a “Regular Purchase”). The maximum number of shares the Company may sell to the Selling Stockholder in a Regular Purchase may be increased by certain amounts to up to 80,000 shares, with the ~~section~~applicable ~~entitled~~maximum share limit determined by whether the closing sale price per share of common stock as reported on The Nasdaq Capital Market on the applicable purchase date for such Regular Purchase equals or exceeds certain minimum price thresholds set forth in the Purchase Agreement. In addition, the Selling Stockholder has committed to purchase other “~~Risk~~accelerated ~~Factors~~amounts” ~~immediately following~~or ~~this~~“additional ~~prospectus~~accelerated ~~summary~~amounts” under certain circumstances, as described in more detail in “The Lincoln Park Transaction.” ~~Some~~The purchase price of ~~these~~the ~~risks~~shares ~~include:~~of our common stock that may be sold to the Selling Stockholder in Regular Purchases under the Purchase Agreement will be based on the market price of our common stock at or preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted as provided in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction as set forth in the Purchase Agreement.

~~• since~~We will control the timing and amount of any sales of our common stock to the Selling Stockholder under the Purchase Agreement. Lincoln Park has no right to require us to sell any shares of common stock to Lincoln Park under the Purchase Agreement, but Lincoln Park is obligated to make purchases of common stock as we ~~have~~direct, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. Actual sales of shares of common stock by us to Lincoln Park under the Purchase Agreement will depend on a ~~limited~~variety ~~operating~~of ~~history~~factors to be determined by us from time to time, itincluding, isamong ~~difficult~~others, ~~for potential~~market ~~investors~~conditions, the trading price of the common stock and determinations by the Company as to ~~evaluate~~the appropriate sources of funding for the Company and its operations. Following the satisfaction of conditions for the commencement of sales under the Purchase Agreement, we may at any time in our sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business; day’s notice.

~~• we~~ There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or the Registration Rights Agreement, other than a ~~development~~prohibition ~~stage~~(subject ~~company~~to certain exceptions set forth in the Purchase Agreement) on our entering into any “equity line of credit” or “at-the-market offering” or other similar offering, ~~have~~until ~~not~~the ~~yet~~earlier ~~commenced~~of ~~revenue producing~~(i) ~~operations~~the 180th day following the effective date of any termination of the Purchase Agreement in accordance with its terms and ~~may~~(ii) ~~never~~the ~~achieve~~later orof ~~maintain profitability;~~(A) the 24-month anniversary of the date of the Purchase Agreement and (B) the Maturity Date. For additional information see “The Lincoln Park Transaction”.

• Issuances of our common stock to Lincoln Park under the ~~report~~Purchase Agreement will not affect the rights or privileges of our ~~independent~~existing ~~registered~~stockholders, ~~public~~except ~~accounting~~that ~~firm~~the ~~for~~ economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the ~~fiscal~~number ~~year~~of ~~ended~~shares ~~December~~of ~~31,~~our ~~2014~~common ~~states~~stock that ~~due~~our toexisting ~~our development~~stockholders ~~stage~~own ~~status~~will not decrease, ~~lack~~the shares of ~~revenue~~our ~~and~~common ~~dependence~~stock ~~upon future~~owned ~~sources~~by our existing stockholders will represent a smaller percentage of ~~equity~~the ortotal ~~debt~~outstanding ~~financing~~shares ~~there~~of isour ~~substantial doubt~~common ~~about~~stock after any such issuance of shares of our ~~ability~~common stock to ~~continue~~Lincoln asPark aunder ~~going~~the ~~concern;~~Purchase Agreement.

• we may need additional financing in addition to the proceeds of this offering to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all;

• our proprietary technologies and processes are not yet verified on a commercial scale;

• we have applied for but currently do not hold any patents for our proprietary technologies or processes;

• our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solution without compensating us, thereby eroding our competitive advantages and harming our business;

• we may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies;

• our business strategy includes licensing arrangements and entering into joint ventures and strategic alliances, and our failure to successfully integrate such licensing arrangements, joint ventures or strategic alliances into our operations could adversely affect our business;

• our success will require timely expansion of our operations and if we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased productivity; and

• government regulation and environmental concerns may adversely affect our business.

For further discussion of these and other risks you should consider before making an investment in our common stock, see the section titled “Risk Factors” immediately following this prospectus summary.

Corporate Information

~~Aqua~~Our ~~Metals,~~principal ~~Inc.~~executive ~~was incorporated in Delaware on June 20, 2014. Our~~ offices are located at ~~501~~5370 ~~23rd Avenue~~Kietzke Lane, ~~Oakland~~Suite 201, ~~California~~Reno, ~~94606~~Nevada 89511, and our telephone number is (~~510~~775) ~~479~~ 446-~~7635~~4418. Our website is www.aquametals.com. Information contained in, or accessible through, our website does not constitute part of this prospectus supplement and ~~inclusions~~is ofnot ~~our website~~incorporated ~~address~~by reference in this prospectus ~~are inactive textual references only~~supplement.

~~Unless otherwise indicated, the terms “Aqua Metals”, “Company”, “we,” “us,” and “our” refer to Aqua Metals, Inc. and its wholly-owned subsidiaries.~~iii

Table of Contents

THE OFFERING

Common Stock Offered by the Selling Stockholder		Up to 2,000,000 shares of our common stock, consisting of: ● 227,175 Commitment Shares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock at our direction under the Purchase Agreement (and for which we will not receive any cash consideration); and ● Up to 1,772,825 shares of our common stock we may issue and sell to Lincoln Park from time to time, at our sole discretion, during the 24-month period commencing on the Commencement Date in accordance with the Purchase Agreement.

Selling Stockholder		Lincoln Park Capital Fund, LLC. See “Selling Stockholder” on page 16 of this prospectus.

Shares of Common Stock Outstanding Prior to This Offering		9,673,280 shares of common stock. (which includes the 227,175 Commitment Shares we issued to Lincoln Park on May 15, 2025 in consideration of Lincoln Park’s obligation to purchase shares of our common stock at our direction under the Purchase Agreement)

Shares of Common Stock Outstanding After This Offering		11,446,105 shares of common stock, assuming the sale of a total of 1,772,825 shares of common stock to the Selling Stockholder under the Purchase Agreement. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares we issue and sell to the Selling Stockholder under the Purchase Agreement after the date of this prospectus.

Use of Proceeds		We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Stockholder. We may receive up to $10.0 million of aggregate gross proceeds under the Purchase Agreement from any sales of common stock we make to the Selling Stockholder pursuant to the Purchase Agreement, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to the Selling Stockholder under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to the Selling Stockholder under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”

Market for Our Shares of Common Stock		Our common stock is listed on the Nasdaq Capital Market under the symbol “AQMS.”

Risk Factors		Any investment in our common stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors”, commencing on page 3 of this prospectus, as well as all other information contained and incorporated by reference in this prospectus.

Table of Contents

The number of shares of common stock to be outstanding is based on 8,942,752 shares of common stock outstanding as of April 30, 2025 (which includes the 128,465 Commitment Shares) and excludes:

●

1,085,095 shares of our common stock issuable upon vesting of outstanding restricted stock units as of April 30, 2025;

●

1,823,856 shares of our common stock issuable upon exercise of outstanding warrants as of April 30, 2025, which have a weighted average exercise price of $5.72 per share;

●

290,977 shares of common stock reserved for issuance and available for future grant under our 2019 Stock Incentive Plan as of April 30, 2025;

●

237,382 shares of common stock reserved for issuance under our Officer and Director Share Purchase Plan as of April 30, 2025; and

●

731,220 shares of common stock reserved for issuance under our 2022 Employee Stock Purchase Plan as of April 30, 2025.

Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options and warrants or any issuance of shares under outstanding restricted stock units, in each case as described above.

~~“Aqua~~Table ~~Metals”, “AquaRefining” and Aqua Metals logo are our trademarks. This prospectus contains additional trade names, trademarks and service marks~~ of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders.Contents

~~Emerging~~RISK ~~Growth Company~~FACTORS

~~The~~An ~~Jumpstart~~investment ~~Our~~in ~~Business~~our ~~Startups~~common ~~Act,~~stock orinvolves a high degree of risk. You should consider carefully the ~~JOBS~~risks ~~Act,~~below ~~was enacted~~and inthe ~~April~~risk ~~2012~~and ~~with~~uncertainties described under the ~~intention~~heading “Risk Factors” in Item 1A of ~~encouraging~~Part ~~capital formation~~I inof ~~the~~our ~~United~~Annual ~~States~~Report ~~and~~on ~~reducing~~Form 10-K for the ~~regulatory~~fiscal ~~burden on~~year ~~newly~~ended ~~public~~December 31, ~~companies~~2024, ~~that~~which ~~qualify~~is asincorporated ~~“emerging~~by ~~growth companies.”~~reference Wein ~~are~~this anprospectus, ~~emerging~~including ~~growth~~our ~~company~~audited ~~within~~consolidated ~~the meaning~~financial ofstatements and the ~~JOBS~~related ~~Act~~notes, before you decide whether to purchase our common stock. AsIf anany ~~emerging~~of ~~growth~~such ~~company~~risks actually occur, weour ~~may~~business, ~~take advantage~~financial condition, results of ~~certain~~operations, ~~exemptions~~cash ~~from~~flow ~~various~~and ~~public~~prospects ~~reporting requirements~~could be materially and adversely affected. As a result, ~~including:~~the trading price of our common stock could decline and you could lose all or part of your investment in our common stock.

~~• the~~Risks ~~requirement~~Related ~~that our internal control over financial reporting be attested~~ to bythis ~~our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002;~~Offering

~~• certain~~The ~~requirements~~issuance ~~related~~and sale of our common stock to the ~~disclosure~~Selling ofStockholder ~~executive compensation~~may incause ~~this~~dilution ~~prospectus~~to our other stockholders and inthe sale of the shares of common stock acquired by the Selling Stockholder, or the perception that such sales may occur, could cause the price of our ~~periodic~~common ~~reports~~stock ~~and proxy~~to ~~statements;~~fall.

• On May 15, 2025, we entered into the ~~requirement~~Purchase ~~that~~Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase up to $10.0 million of our shares of common stock, upon the terms and subject to the conditions set forth in the Purchase Agreement. Upon the execution of the Purchase Agreement, we ~~hold~~issued 227,175 Commitment Shares to the Selling Stockholder as consideration for its commitment to purchase our shares of common stock at our direction under the Purchase Agreement. The remaining shares of our common stock that may be issued under the Purchase Agreement may be sold by us to the Selling Stockholder at our discretion from time to time over a ~~nonbinding~~24-month ~~advisory~~period ~~vote~~commencing on ~~executive~~ ~~compensation~~the ~~and~~Commencement ~~any~~Date. ~~golden~~The ~~parachute~~purchase ~~payments;~~price for the shares that we may sell to the Selling Stockholder under the Purchase Agreement will fluctuate based on the market price of our common stock. Depending on demand and market liquidity at the time, sales of such shares by the Selling Stockholder may cause the trading price of our common stock to fall.

• We generally have the ~~ability~~right to ~~delay~~control ~~compliance~~the ~~with~~timing ~~new~~and amount of any future sales of our shares to the Selling Stockholder. Any sales of our common stock to the Selling Stockholder will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or ~~revised~~none ~~financial accounting~~of ~~standards~~the ~~until~~shares ~~private~~of ~~companies~~our ~~are~~common ~~required~~stock that may be available for us to ~~comply with~~sell pursuant to the ~~new~~Purchase Agreement. If and when we sell shares to the Selling Stockholder, the Selling Stockholder may then resell all, some or ~~revised~~none ~~financial~~of ~~accounting~~those ~~standard~~shares at any time or from time to time in its discretion. See the section titled “Plan of Distribution” elsewhere in this prospectus for more information. Therefore, our sales to the Selling Stockholder could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Selling Stockholder, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

WeIt ~~may~~is ~~take~~not ~~advantage~~possible ofto ~~the~~predict ~~exemptions under~~ the ~~JOBS~~actual ~~Act discussed~~number ~~above until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest to occur~~ of ~~(1)~~shares ~~the last day~~ of ~~the~~common ~~fiscal~~stock ~~year in which~~ we ~~have~~may ~~$1.0 billion~~sell orto ~~more~~Lincoln inPark ~~annual~~under ~~revenue; (2)~~ the ~~date~~Purchase weAgreement qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or ~~(4)~~ the ~~last~~actual ~~day~~gross ofproceeds ~~the~~resulting ~~fiscal year~~from ~~ending~~those ~~after the fifth anniversary of our initial public offering~~sales.

WeThe ~~may~~shares ~~choose to take advantage~~ of ~~some,~~our ~~but~~common ~~not~~stock ~~all,~~that ofmay ~~the available~~be ~~benefits~~issued under the ~~JOBS~~Purchase ~~Act.~~Agreement Wemay ~~are~~be ~~choosing~~sold ~~to irrevocably~~by ~~“opt~~us ~~out”~~to ofLincoln ~~the~~Park ~~extended~~at ~~transition periods~~our ~~available~~discretion ~~under~~from ~~the~~time ~~JOBS Act for complying with new or revised accounting standards, but we intend~~ to ~~take~~time ~~advantage~~over ~~of the~~an ~~other~~approximately ~~exemptions~~24-month ~~discussed~~period ~~above.~~commencing ~~Accordingly,~~on the ~~information contained~~Commencement ~~herein and in our subsequent filing with the Securities and Exchange Commission may be different than the information you receive from other public companies in which you hold stock~~Date.

~~For~~We ~~certain~~generally ~~risks~~have ~~related~~the right to ~~our~~control ~~status~~the astiming anand ~~emerging~~amount ~~growth company,~~of ~~see~~any ~~the~~sales ~~disclosure~~of ~~elsewhere~~our inshares ~~this~~of ~~prospectus~~common stock to Lincoln Park under ~~“Risk~~ ~~Factors—Risks~~the ~~Related~~Purchase Agreement, pursuant to ~~this~~which ~~Offering~~we may issue and ~~Owning Our~~sell ~~Common~~up ~~Stock~~to -$10.0 Wemillion ~~are~~of anshares ~~‘emerging~~of ~~growth~~common ~~company’ under~~stock, subject to the ~~JOBS~~conditions ~~Act~~contained in the Purchase Agreement. Sales of ~~2012~~our common stock, if any, to Lincoln Park under the Purchase Agreement will depend upon market conditions and weother ~~cannot~~factors to be ~~certain~~determined ifby ~~the~~us. ~~reduced disclosure~~We ~~requirements~~may ~~applicable~~ultimately decide to ~~emerging~~sell ~~growth~~to ~~companies will~~Lincoln ~~make~~Park all, some or none of the shares of our common stock ~~less~~that ~~attractive~~may be available for us to ~~investors~~sell to Lincoln Park pursuant to the Purchase Agreement.”

Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Lincoln Park under the Purchase Agreement.

~~THE~~Table ~~OFFERING~~of Contents

~~Common~~Moreover, ~~stock~~although ~~offered~~the byPurchase usAgreement ~~______~~provides ~~shares~~that ~~Common~~we ~~stock~~may sell up to bean ~~outstanding~~aggregate ~~after~~of ~~this~~$10,000,000 ~~offering~~of ~~______________~~our ~~shares~~common ~~Over-allotment~~stock ~~option~~to ~~offered~~Lincoln byPark, usonly ~~______________~~2,000,000 shares ~~Proposed~~of ~~Nasdaq~~common ~~symbol~~stock ~~“AQMS”~~are ~~Use~~being ofregistered ~~proceeds~~under ~~Construction~~the Securities Act for resale by Lincoln Park under the registration statement of which this prospectus is a ~~lead~~part, ~~recycling~~consisting ~~facility~~of ~~near~~(i) the ~~Reno~~227,175 ~~Nevada;~~Commitment ~~tenant~~Shares ~~improvements~~that ~~and~~we ~~equipment~~issued to Lincoln Park as consideration for ~~new~~its ~~office~~commitment to purchase shares of our common stock under the Purchase Agreement (and ~~manufacturing~~for ~~facility~~which we will not receive any cash consideration) and (ii) 1,772,825 shares of our common stock that we may elect to sell to Lincoln Park, in ~~California;~~our ~~patent~~sole ~~filings;~~discretion, from time to time from and ~~general~~after ~~working~~the ~~capital~~Commencement Date under the Purchase Agreement.

~~The~~If, ~~number~~after ofthe Commencement Date, we elect to sell to the selling stockholder 2,000,000 shares of ~~our~~ common stock tobeing beregistered ~~outstanding~~for ~~after~~ resale by Lincoln Park under this ~~offering~~prospectus isthat ~~based~~are available for sale by us to the selling stockholder under the Purchase Agreement, depending on ~~_________~~the ~~shares~~market prices of our common stock ~~outstanding~~ asat the time of ~~March~~such 31sales, ~~2015~~the ~~(including~~actual ~~4,800,000~~gross proceeds from the sale of all such shares of common stock ~~outstanding~~by asus ofto ~~the~~Lincoln ~~date~~Park ofmay ~~this~~be ~~prospectus~~substantially ~~and ________~~less ~~shares~~than ~~common~~the ~~stock~~$10,000,000 ~~issuable~~total ~~upon~~purchase ~~conversion~~commitment ofavailable ~~our convertible~~to ~~notes~~us asunder ofthe ~~March~~Purchase 31Agreement, ~~2015),~~which ~~and~~could ~~excludes:~~materially adversely affect our liquidity.

~~• 624~~If it becomes necessary for us to issue and sell to Lincoln Park shares of common stock in excess of the Exchange Cap (as defined below) under the Purchase Agreement in order to receive aggregate gross proceeds equal to $10,~~268~~000,000 under the Purchase Agreement, then for so long as the Exchange Cap continues to apply to issuances and sales of common stock under the Purchase Agreement, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules. Furthermore, if we elect to issue and sell to Lincoln Park more than the 1,772,825 shares of our common stock ~~issuable~~registered ~~upon~~for ~~exercise~~resale by Lincoln Park hereunder, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by Lincoln Park such additional shares of ~~options~~ ~~granted~~our ~~pursuant~~common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our ~~2014~~common ~~Stock~~stock ~~Incentive~~to ~~Plan;~~Lincoln Park under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 2,000,000 shares of common stock being registered for resale by Lincoln Park under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock, if any, we ultimately sell to Lincoln Park under the Purchase Agreement.

~~• 722,291~~Investors ~~shares~~who ofbuy ~~our~~shares ~~common~~at ~~stock~~different ~~issuable~~times ~~upon~~will ~~exercise~~likely ~~of outstanding~~pay ~~warrants;~~different prices.

~~• up~~ Pursuant to ~~_________~~the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and number of shares ~~issuable~~sold to Lincoln Park. If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the ~~underwriter’s over-allotment~~Purchase ~~option;~~Agreement, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times will likely pay different prices for those shares, and may therefore experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Lincoln Park in this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares in this offering.

~~• 875,732~~Our ~~shares~~management will have broad discretion over the use of the net proceeds, if any, from our sale of shares of common stock ~~reserved~~to ~~for~~Lincoln ~~future~~Park, ~~grants pursuant~~and toyou ~~our~~may ~~2014~~not ~~Stock~~agree ~~Incentive~~with ~~Plan;~~how we use the proceeds and the proceeds may not be invested successfully.

• Our management will have broad discretion as to the ~~shares~~use of the net proceeds from our sale of shares of common stock ~~issuable~~to ~~upon~~Lincoln ~~exercise~~Park, and we could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the ~~underwriter’s~~ ~~warrant~~judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

Except as otherwise indicated, all information in this prospectus assumes:

• the automatic conversion of $6.0 million principal amount of our convertible notes, and $154,356 of accrued interest thereon as of March 31, 2015, into an aggregate of __________ shares of common stock effective upon the completion of this offering;

• no exercise of outstanding warrants or options subsequent to March 31, 2015; and

• no exercise of the underwriter’s over-allotment option.

~~Summary~~Table ~~Consolidated Financial~~of ~~Data~~Contents

~~The~~We ~~following~~may ~~tables~~not ~~summarize~~have ~~our~~access ~~consolidated~~to ~~financial data. You should read this summary consolidated financial data together with~~ the ~~section entitled~~full ~~“Management’s~~amount ~~Discussion~~available ~~and~~under Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes that are included elsewhere in this prospectus. The consolidated financial information as of and for the ~~period~~Purchase ~~from~~Agreement ~~inception~~with ~~(June~~Lincoln ~~20, 2014) through December 31, 2014 are derived from the audited consolidated financial statements that are included elsewhere in this prospectus~~Park. ~~The~~We ~~consolidated~~may ~~financial~~require ~~information~~additional asfinancing ofto ~~March~~sustain ~~31, 2015 and for the three month period ended March 31, 2015 are derived from~~ our unaudited consolidated financial statements that are included elsewhere in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and includeoperations, inwithout ~~management’s~~which ~~opinion, all adjustments, consisting only of normal recurring adjustments that~~ we ~~consider~~may ~~necessary for a fair presentation of the financial information set forth in those statements. Our historical results are~~ not ~~necessarily indicative of the results that may~~ be ~~expected~~able into ~~the~~continue ~~future~~operations, and ~~our~~the ~~interim results~~terms ~~are not necessarily indicative~~ of ~~the~~subsequent ~~results~~financings tomay ~~be expected~~adversely ~~for~~impact ~~the~~our ~~full year or any other period~~stockholders.

	From Inception (June 20, 2014) through December 31, 2014			Three Months Ended March 31, 2015
Consolidated Statement of Operations Data:					(unaudited)
Revenues	$	—		$	—
Net income (loss)		(2,373,751	)		(4,898,651	)

We may direct Lincoln Park to purchase up to $10,000,000 of shares of our common stock in a Regular Purchase from time to time under the Purchase Agreement over a 24-month period generally in daily amounts up to 20,000 shares of our common stock, which may be increased to up to 80,000 shares of our common stock depending on the closing sale price of our common stock at the time of sale, provided that Lincoln Park’s maximum purchase obligation under any single Regular Purchase shall not exceed $500,000. Moreover, under certain circumstances as set forth in the Purchase Agreement, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “Accelerated Purchases,” and “Additional Accelerated Purchases” (each as defined below) as set forth in the Purchase Agreement.

	March 31, 2015
		Actual			Pro Forma(1)		Pro Forma as Adjusted(2)
		(unaudited)			(unaudited)		(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	3,685,803		$	3,685,803	$
Working capital (deficit)	$	(1,735,764	)	$	3,736,534	$
Total assets	$	5,214,155		$	5,214,155	$
Convertible notes	$	5,317,942		$	—	$	—
Total stockholders’ (deficit) equity	$	(5,669,507	)	$	4,572,308	$

Depending on the prevailing market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $10,000,000 over the term of the Purchase Agreement. We will need to seek stockholder approval before issuing more than the Exchange Cap limit of 1,888,276 shares of common stock under the Purchase Agreement, unless the average price per share of common stock for all shares of common stock sold by the Company to Lincoln Park under the Purchase Agreement equals or exceeds $1.02194 per share (representing the average official closing price of the common stock on Nasdaq for the five consecutive trading days ending on the date of the Purchase Agreement, as adjusted under applicable Nasdaq rules to take into account the issuance of Commitment Shares to Lincoln Park in exchange for non-cash consideration), such that the Exchange Cap limitation would no longer apply to issuances and sales of common stock by the Company to Lincoln Park under the Purchase Agreement under applicable Nasdaq listing rules. In addition, Lincoln Park will not be required to purchase any shares of our common stock if such purchase would result in Lincoln Park’s beneficial ownership of our common stock exceeding the Beneficial Ownership Limitation (as defined below) of 4.99% of the outstanding shares of our common stock. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business and financial position.

~~____________~~The extent to which we rely on Lincoln Park as a source of funding will depend on a number of factors, including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. Assuming a purchase price of $0.79 (which represents the closing price of our common stock on May 30, 2025), the purchase by Lincoln Park of the entire 1,772,825 shares of common stock issuable under the Purchase Agreement and being registered for resale by Lincoln Park hereunder would result in gross proceeds to us of $1,400,531. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure other sources of funding in order to satisfy our working capital needs. Even if we sell all $10,000,000 of shares of our common stock to Lincoln Park under the Purchase Agreement, we may still need additional capital to finance our future business plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities.

~~(1) The~~Depending ~~pro forma~~on ~~column~~the ~~reflects~~type ~~(i)~~and the ~~automatic~~terms ~~conversion~~ of ~~$6.0~~any ~~million principal~~financing ~~amount,~~we ~~net~~pursue, stockholders’ rights and the value of their investment in our ~~convertible~~common ~~notes,~~stock ~~and~~could ~~$154,356~~be ~~of accrued~~reduced. ~~interest~~A ~~thereon~~financing ascould involve one or more types of ~~March~~securities, 31including preferred stock, ~~2015~~common stock, ~~into~~convertible andebt ~~aggregate~~or ~~of _______~~warrants ~~shares~~to ofacquire common or preferred stock. ~~and~~These ~~reclassified~~securities ~~into~~could be issued at or below the then prevailing market price for our common stock ~~and~~. ~~additional~~In ~~paid~~addition, inif ~~capital;~~we ~~(ii)~~issue secured debt securities, the ~~immediate~~holders ~~expense~~of the debt would have a claim to our assets that would be prior to the rights of ~~$682,058~~ instockholders ~~unamortized~~until the debt ~~discount;~~is paid. Interest on these debt securities would increase costs and ~~(iii)~~negatively impact operating results and liquidity. If the ~~reclassification~~ issuance of ~~$4,769,518~~new ofsecurities ~~derivative~~results ~~liability~~in ~~related~~diminished rights to holders of our ~~convertible~~common ~~notes~~stock, tothe ~~additional~~market ~~paid-in~~price ~~capital~~of our common stock could be negatively impacted.

~~(2) The~~Should ~~pro forma as adjusted column reflects all adjustments included in~~ the ~~pro~~ ~~forma~~financing ~~column~~we ~~and~~require ~~gives effect~~ to ~~the~~sustain ~~sale~~our byworking uscapital ofneeds ~~________ shares~~be ofunavailable ~~common~~or ~~stock~~prohibitively ~~offered~~expensive bywhen ~~this~~we ~~prospectus~~require atit, the ~~initial public~~consequences ~~offering~~could ~~price~~be ofa ~~$_____~~material ~~per~~adverse ~~share,~~effect ~~after~~on ~~deducting underwriting~~our ~~discounts~~business, ~~and~~operating ~~commissions~~results, ~~and~~financial ~~estimated~~condition ~~offering expenses~~and ~~payable by us~~prospects.

Table of Contents

~~RISK~~CAUTIONARY ~~FACTORS~~NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Investing~~This prospectus contains forward-looking statements. Certain statements in ~~our common~~this ~~stock~~prospectus ~~involves~~may aconstitute ~~high~~“forward-looking ~~degree~~statements” for purposes of ~~risk~~the federal securities laws. ~~You~~Our ~~should~~forward-looking ~~carefully consider~~statements ~~the~~include, ~~risks~~but ~~and~~are ~~uncertainties~~not ~~described~~limited ~~below~~to, ~~together~~statements ~~with all~~regarding ofexpectations, hopes, beliefs, intentions or strategies regarding the ~~other~~future. ~~information~~In inaddition, ~~this~~any ~~prospectus~~statements that refer to projections, ~~including~~forecasts ~~our consolidated~~or ~~financial~~other ~~statements~~characterizations ~~and~~of ~~related~~future ~~notes~~events or circumstances, ~~before investing~~including inany ~~our~~underlying ~~common~~assumptions, ~~stock~~are forward-looking statements. IfThe ~~any~~words of“anticipate,” ~~the~~“believe,” ~~following~~“continue,” ~~risks materialize~~“could,” ~~our~~“estimate,” ~~business~~“expect,” ~~financial~~“intends,” ~~condition~~“may,” ~~operating~~“might,” ~~results and~~“plan,” ~~prospects~~“possible,” ~~could~~“potential,” be“predict,” ~~materially~~“project,” “should,” “will,” “would” and ~~adversely~~similar ~~affected.~~expressions Inmay ~~that event~~identify forward-looking statements, but the ~~price~~absence of ~~our~~these ~~common~~words ~~stock~~does ~~could~~not ~~decline,~~mean ~~and~~that ~~you~~a ~~could lose~~statement ~~part~~is ornot ~~all~~forward-looking. ofForward-looking ~~your~~statements ~~investment.~~in this prospectus may include, for example, statements about:

~~Risks~~• ~~Relating~~our ability to ~~Our Business~~have our Aqua Refining solutions gain market acceptance; • our ability to acquire addition working capital on reasonable terms, as needed and on a timely basis.

Since we have a limited operating history and have not commenced revenue-producing operations, it is difficult for potential investors to evaluate our business. We formed our corporation in June 2014 and have not commenced revenue-producing operations. To date, our operations have consisted of the development and limited testing of our AquaRefining process and the development of our business plan. Our limited operating history makes it difficult for potential investors to evaluate our technology or prospective operations. As an early stage company, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. As of March 31, 2015, we had total assets of $5,214,155 and a working capital deficit of $1,735,764. We believe that we require a minimum of $26 million of capital over the next 12 months in order to fund our current business plan, including the development of our initial recycling facility near Reno, Nevada. We have undertaken this initial public offering of our common shares to acquire the necessary capital. However, we may require additional capital over the next 12 months, the receipt of which there can be no assurance. In addition, we will require additional capital in order to fund our proposed development of additional AquaRefining recycling facilities. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, licensing fees for our technology, joint ventures with capital partners and project financing of our recycling facilities. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.

The report of our independent registered public accounting firm for the fiscal year ended December 31, 2014 states that due to our development stage status, lack of revenue and dependence upon future sources of equity or debt financing there is substantial doubt about our ability to continue as a going concern.

Our business model is new and has not been proven by us or anyone else. We intend to engage in the business of producing recycled lead through a proprietary, patent-pending electro-chemical technology. While the production of recycled lead is an established business, to date all recycled lead has been produced by way of traditional smelting processes. To our knowledge, no one has successfully produced recycled lead in commercial quantities other than by way of smelting. We have tested our AquaRefining process on a small scale and to a limited degree, however there can be no assurance that we will be able to produce lead in commercial quantities at a cost of production that will provide us with an adequate profit margin. The uniqueness of our AquaRefining process presents potential risks associated with the development of a business model that is untried and unproven.

While the testing of our AquaRefining process has been successful to date, there can be no assurance that we will be able to replicate the process, along with all of the expected economic advantages, on a large commercial scale. As of the date of this prospectus, we have built and operated both a small-scale unit of our AquaRefining process and a full size production prototype. Through the operation of such units we have successfully produced 99.99% pure lead on a limited scale. While we believe that our development and testing to date has proven the concept of our AquaRefining process, we have not undertaken the build-out or operation of a large-scale facility capable of recycling LABs and producing lead in large commercial quantities. We intend to apply a portion of the proceeds of this offering towards the development and installation of the manufacturing process for our large-scale AquaRefining modules. There can be no assurance that as we commence large scale manufacturing or operations that we will not incur unexpected costs or hurdles that might restrict the desired scale of our intended operations or negatively impact our projected gross profit margin.

Our intellectual property rights may not be adequate to protect our business. We currently do not hold any patents for our products. To date, we have filed eight U.S. patent applications, of which six are provisional applications, relating to certain elements of the technology underlying our AquaRefining process and related apparatus and chemical formulations. Although we expect to continue filing, where applicable, patent applications related to our technology, no assurances can be given that any patent will be issued on our patent applications or any other application that we may file in the future or that, if such patents are issued, they will be sufficiently broad to adequately protect our technology. In addition, we cannot assure you that any patents that may be issued to us will not be challenged, invalidated, or circumvented.

Even if we are issued patents, they may not stop a competitor from illegally using our patented processes and materials. In such event, we would incur substantial costs and expenses, including lost time of management in addressing and litigating, if necessary, such matters. Additionally, we rely upon a combination of trade secret laws and nondisclosure agreements with third parties and employees having access to confidential information or receiving unpatented proprietary know-how, trade secrets and technology to protect our proprietary rights and technology. These laws and agreements provide only limited protection. We can give no assurance that these measures will adequately protect us from misappropriation of proprietary information.

Our processes may infringe on the intellectual property rights of others, which could lead to costly disputes or disruptions. The applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other agreements rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at all.

Our business strategy includes licensing arrangements and entering into joint ventures and strategic alliances. Failure to successfully integrate such licensing arrangements, joint ventures, or strategic alliances into our operations could adversely affect our business. We propose to commercially exploit our AquaRefining process, in part, by licensing our technology to third parties and entering into joint ventures and strategic relationships with parties involved in the manufacture and recycling of LABs. Licensing programs, joint ventures and strategic alliances may involve significant other risks and uncertainties, including distraction of management’s attention away from normal business operations, insufficient revenue generation to offset liabilities assumed and expenses associated with the transaction, and unidentified issues not discovered in our due diligence process, such as product quality, technology issues and legal contingencies. In addition, we may be unable to effectively integrate any such programs and ventures into our operations. Our operating results could be adversely affected by any problems arising during or from any licenses, joint ventures or strategic alliances.

If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased productivity. If our AquaRefining process proves to be commercially valuable, it is likely that we will experience a rapid growth phase that could place a significant strain on our managerial, administrative, technical, operational and financial resources. Our organization, procedures and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy. If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting in decreased productivity.

Certain industry participants may have the ability to restrict our access to used LABs and otherwise focus significant competitive pressure on us. We believe that our primary competition will come from operators of existing smelters and other parties invested in the existing supply chain for smelting, both of which may resist the change presented by our AquaRefining process. Competition from such incumbents may come in the form of restricted access to used LABs. We believe that LAB manufacturers who also maintain their own smelting operations control approximately 50% of the market for used LABs. We will require access to used LABs at market prices in order to carry out our business plan. If those LAB manufacturers and others involved in the reverse supply chain for used LABs attempt to restrict our access to used LABs, that may adversely affect our prospects and future growth. There can be no assurance that we will be able to effectively withstand the pressures applied by our competition.

We may experience significant fluctuations in raw material prices and the price of our principal product, either of which could have a material adverse effect on our liquidity, growth prospects and results of operations. Spent LAB’s are our primary raw material and we believe that in recent years the cost of used LABS has been volatile at times. Our principal product, recycled lead, has also experienced price volatility from time to time as well. For example, the market price of lead on the London Metal Exchange, or LME, rose from a trading range of $1,000 to $1,200 per metric ton during 2005 to $2,200 per metric ton during 2014. However, between mid-2014 and March 2015, the LME market price for lead decreased

to approximately $1,792 per metric ton, as a result of the global economic conditions that contributed to the decline in oil and commodity prices generally, before increasing to $2,113 per metric ton as of May 7, 2015. While we intend to pursue supply and tolling arrangements and hedge transactions as appropriate to offset any price volatility, the volatile nature of prices for used LABs and recycled lead could have an adverse impact on our liquidity, growth prospects and results of operations.

The global economic conditions could negatively affect our prospects for growth and operating results. Our prospects for growth and operating results will be directly affected by the general global economic conditions of the industries in which our suppliers, partners and customer groups operate. We believe that the market price of our principal product, recycled lead, is relatively volatile and reacts to general global economic conditions. For example, the market price of lead on the LME declined from $2,237 per metric ton as of August 31, 2014 to approximately $1,792 per metric ton as of March 31, 2015, before increasing to $2,113 per metric ton as of May 7, 2015. The decrease was caused, in our opinion, by an oversupply of lead resulting from a global economic slowdown and the other global economic conditions that contributed to the decrease in the price of oil and commodities generally. Our business will be highly dependent on the economic and market conditions in each of the geographic areas in which we operate. These conditions affect our business by reducing the demand for LABs and decreasing the price of lead in times of economic down turn and increasing the price of used LABs in times of increasing demand of LABs and recycled lead. There can be no assurance that global economic conditions will not, at times, negatively impact our liquidity, growth prospects and results of operations.

We are subject to the risks of conducting business outside the United States. A part of our strategy involves our pursuit of growth opportunities in certain international market locations. We intend to pursue the development and ownership of recycling facilities in certain foreign jurisdictions, including Mexico, China and India, among others countries, however it is more likely that we will enter into licensing or joint venture arrangements with local partners who will be primarily responsible for the day-to-day operations. Any expansion outside of the US will require significant management attention and financial resources to successfully develop and operate any such facilities, including the sales, supply and support channels, and we cannot assure you that we will be successful or that our expenditures in this effort will not exceed the amount of any resulting revenues. Our international operations expose us to risks and challenges that we would otherwise not face if we conducted our business only in the United States, such as:

• increased cost of enforcing 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;

• 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.

Government regulation and environmental, health and safety concerns may adversely affect our business. Our operations in the United States will be subject to the Federal, State and local environmental, health and safety laws applicable to the reclamation of lead acid batteries. Depending on how any particular operation is structured, our facilities will probably have to obtain environmental permits or approvals to operate, including those associated with air emissions, water discharges,

and waste management and storage. We may face opposition from local residents or public interest groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects. In addition to permitting requirements, our operations are subject to environmental health, safety and transportation laws and regulations that govern the management of and exposure to hazardous materials such as the lead and acids involved in battery reclamation. These include hazard communication and other occupational safety requirements for employees, which may mandate industrial hygiene monitoring of employees for potential exposure to lead. Failure to comply with these requirements could subject our business to significant penalties (civil or criminal) and other sanctions that could adversely affect our business.

The nature of our operations involve risks, including the potential for exposure to hazardous materials such as lead, that could result in personal injury and property damage claims from third parties, including employees and neighbors, which claims could result in significant costs or other environmental liability. Our operations also pose a risk of releases of hazardous substances, such as lead or acids, into the environment, which can result in liabilities for the removal or remediation of such hazardous substances from the properties at which they have been released, liabilities which can be imposed regardless of fault, and our business could be held liable for the entire cost of cleanup even if we were only partially responsible. Like any manufacturer, we are also subject to the possibility that we may receive notices of potential liability in connection with materials that were sent to third-party recycling, treatment, and/or disposal facilities under the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state statutes, which impose liability for investigation and remediation of contamination without regard to fault or the legality of the conduct that contributed to the contamination, and for damages to natural resources. Liability under CERCLA is retroactive, and, under certain circumstances, liability for the entire cost of a cleanup can be imposed on any responsible party.

As our business expands outside of the United States, our operations will be subject to the environmental, health and safety laws of the countries where we do business, including permitting and compliance requirements that address the similar risks as do the laws in the United States, as well as international legal requirements such as those applicable to the transportation of hazardous materials. Depending on the country or region, these laws could be as stringent as those in the US, or they could be less stringent or not as strictly enforced. In some countries in which we are interested in expanding our business, such as Mexico and China, the relevant environmental regulatory and enforcement frameworks are in flux and subject to change. Compliance with these requirements will cause our business to incur costs, and failure to comply with these requirements could adversely affect our business.

In the event we are unable to present and operate our AquaRefining process and operations as safe and environmentally responsible, we may face opposition from local governments, residents or public interest groups to the installation and operation of our facilities.

Control by management may limit your ability to influence the outcome of director elections and other transactions requiring stockholder approval. Prior to this offering, our directors and executive officers beneficially own approximately __% of our outstanding common stock. Upon the completion of this offering, and assuming the conversion of all convertible notes at the initial conversion price of $2.27 per share, our directors and executive officers will beneficially own approximately __% of our outstanding common stock. As a result, in addition to their board seats and offices, such persons will have significant influence over corporate actions requiring stockholder approval, including the following actions:

• to elect or defeat the election of our directors;

• to amend or prevent amendment of our certificate of incorporation or bylaws;

• to effect or prevent a merger, sale of assets or other corporate transaction; and

• to control the outcome of any other matter submitted to our stockholders for vote.

Such persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Risks Related to this Offering and Owning Our Common Stock

Prior to the completion of our initial public offering, there was no public trading market for our common stock. The offering under this prospectus is an initial public offering of our common shares. Upon the completion of this offering, our

common stock will commence trading on the Nasdaq Capital Market, under the symbol “AQMS”. However, there can be no assurance that we will be able to successfully develop a liquid market for our common shares. The stock market in general, and early stage public companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. If we are unable to develop a market for our common shares, you may not be able to sell your common shares at prices you consider to be fair or at times that are convenient for you, or at all.

We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

• 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.

We have chosen to “opt out” of the extended transition periods available for complying with new or revised accounting standards, but we intend to take advantage of all of the other benefits available under the JOBS Act, including the exemptions discussed above. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it. Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our reporting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We have not paid dividends in the past and have no immediate plans to pay dividends. We plan to reinvest all of our earnings, to the extent we have earnings, in order to develop our recycling centers and cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend. Therefore, you should not expect to receive cash dividends on the common stock we are offering.

We will incur significant increased costs as a result of becoming a public company that reports to the Securities and Exchange Commission and our management will be required to devote substantial time to meet compliance obligations. As a public company reporting to the Securities and Exchange Commission, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to reporting requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission that impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. In addition, on July 21, 2010, the Dodd-Frank Wall Street Reform and Protection Act was enacted. There are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act that are expected to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place undue strain on our personnel, systems and resources. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

Assuming a market for our common stock develops, shares eligible for future sale may adversely affect the market for our common stock. We have agreed to register for resale ________ shares of common stock expected to be issued upon conversion of our convertible notes and 722,291 shares of common stock underlying warrants. Furthermore, commencing on the 90th day following the close of this offering, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement (which disappears after one year). Of the ________ shares of our common stock expected to be outstanding following completion of the offering, approximately ______ shares will be held by “non-affiliates” who received their common shares upon conversion of their convertible notes. Those ____ shares will be freely tradable without restriction pursuant to Rule 144 following the expiration of the 180-day lock-up previously agreed to buy the convertible note holders.

Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus (including sales by investors of securities acquired in connection with this offering) may have a material adverse effect on the market price of our common stock.

You will experience immediate dilution in the book value per share of the common stock you purchase. Because the price per share of our common stock being offered is substantially higher than the book value per share of our common stock, you will experience substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the offering price of $___ per share, if you purchase shares of common stock in this offering, you will experience immediate and substantial dilution of $___ per share in the net tangible book value of the common stock at December 31, 2014.

Our charter documents and Delaware law may inhibit a takeover that stockholders consider favorable. Upon the closing of this offering, provisions of our Certificate of Incorporation (“Certificate”) and bylaws and applicable provisions of Delaware law may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our Certificate and bylaws:

• limit who may call stockholder meetings;

• do not permit stockholders to act by written consent;

• do not provide for cumulative voting rights; 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.

In addition, once we become a publicly traded corporation, Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of three years following the share acquisition. These provisions may have the effect of entrenching our management team and may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.

Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us or any our directors, officers or other employees arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws, or (iv) any action asserting a claim against us or any our directors, officers or other employees governed by the internal affairs doctrine. This forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or any our directors, officers or other employees.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” contains forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

• our future financial and operating results;

•

our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;

•

the timing and success of our plan of commercialization;

• our ability to ~~operate~~demonstrate the operation of our AquaRefining process on a commercial scale;

• our ability to ~~procure~~successfully ~~LABs~~apply inour ~~sufficient~~AquaRefining ~~quantities~~technology atto ~~competitive prices~~the recycling of lithium-ion batteries;

• the adequacy of the net proceeds of this offering to complete the development of our initial recycling center;

•

the effects of market conditions on our stock price and operating results;

•

our ability to maintain our competitive technological advantages against competitors in our industry;

• our ability to have our technology solutions gain market acceptance;

•

our ability to maintain, protect and enhance our intellectual property;

•

the effects of increased competition in our market and our ability to compete effectively;

• our plans to use the proceeds from this offering;

•

costs associated with defending intellectual property infringement and other claims;

• our expectations concerning our relationships with suppliers, partners and other third parties; and

• the attraction and retention of qualified employees and key personnel;

• future acquisitions of or investments in complementary companies or technologies; and

•

our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and environmental regulations.

~~These~~The forward-looking statements ~~are~~contained ~~subject~~in tothis aprospectus ~~number~~are ofbased ~~risks, uncertainties~~on ~~and~~current ~~assumptions,~~expectations ~~including~~and ~~those~~beliefs ~~described~~concerning ~~in “Risk~~future ~~Factors”~~developments and ~~elsewhere~~their inpotential ~~this~~effects ~~prospectus~~on the Company. ~~Moreover,~~ weThere ~~operate~~can inbe ano ~~very~~assurance ~~competitive~~that ~~and~~future ~~rapidly~~developments ~~changing environment,~~affecting ~~and~~us ~~new~~will ~~risks~~be ~~emerge~~those ~~from~~that ~~time~~we tohave ~~time~~anticipated. ItThese isforward-looking ~~not possible~~statements ~~for~~involve usa tonumber ~~predict~~of ~~all~~ risks, ~~nor~~uncertainties, ~~can~~some ~~we assess the impact~~ of ~~all~~which ~~factors~~are onbeyond our ~~business~~control, or ~~the~~other ~~extent~~assumptions tothat ~~which any factor, or combination of factors,~~ may cause actual results or performance to ~~differ~~ be materially different from those ~~contained~~expressed inor ~~any~~implied by these forward-looking statements we. ~~may~~These ~~make~~risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” and in our periodic filings with the SEC. InOur ~~light~~SEC filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks, or uncertainties ~~and~~ materialize, or should any of our assumptions prove incorrect, ~~the~~actual results may vary in material respects from those projected in these forward-looking ~~events~~statements. ~~and~~Accordingly, ~~circumstances~~forward-looking ~~discussed~~ statements in this prospectus ~~may~~should not ~~occur~~be ~~and~~relied ~~actual~~upon ~~results~~as ~~could~~representing ~~differ materially~~our views as of any subsequent date, and ~~adversely~~we ~~from~~undertake ~~those~~no ~~anticipated~~obligation to update or ~~implied~~revise inany ~~our~~ forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.6

Table of Contents

~~You~~THE ~~should~~LINCOLN ~~read~~PARK this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.TRANSACTION

General

On May 15, 2025, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to purchase from us up to an aggregate of $10,000,000 of our common stock (subject to certain limitations set forth in the Purchase Agreement), from time to time and at our sole discretion for a period of up to 24 months after the Commencement Date.

Also on May 15, 2025, we entered into the Registration Rights Agreement, pursuant to which we filed with the SEC the registration statement that includes this prospectus to register under the Securities Act for resale by Lincoln Park up to 2,000,000 shares of common stock, consisting of (i) the 227,175 Commitment Shares that we previously issued to Lincoln Park on May 15, 2025 as consideration for its commitment to purchase shares of our common stock at our direction under the Purchase Agreement and (ii) up to 1,772,825 shares of our common stock that we may elect to sell to Lincoln Park, in our sole discretion, from time to time for a period of up to 24 months from and after the Commencement Date under the Purchase Agreement.

We do not have the right to commence any sales of common stock to Lincoln Park under the Purchase Agreement until all of the conditions set forth in the Purchase Agreement have been satisfied on the Commencement Date, including that the registration statement of which this prospectus is a part is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC. From and after the Commencement Date, on any business day that we select as the purchase date therefor on which the closing sale price of our common stock is not below $0.25 (subject to adjustment as set forth in the Purchase Agreement) per share (the “Floor Price”), we may, from time to time and at our sole discretion for a period of up to 24 months after the Commencement Date, by written notice delivered by us to Lincoln Park, direct Lincoln Park to purchase up to 20,000 shares of common stock (subject to adjustment as set forth in the Purchase Agreement) in a Regular Purchase, at a purchase price per share that will be determined and fixed in accordance with the Purchase Agreement at the time we deliver such written notice to Lincoln Park on the purchase date for such Regular Purchase. The maximum share limit for a Regular Purchase shall be increased to higher share threshold amounts in the Purchase Agreement, up to a maximum share limit of 80,000 shares of common stock, with the applicable maximum share limit determined by whether the closing price for our common stock on the applicable purchase date exceeds certain price thresholds set forth in the Purchase Agreement, in each case, subject to adjustment for any recapitalization, non-cash dividend, forward or reverse stock split or other similar transactions as provided in the Purchase Agreement; however, Lincoln Park’s maximum purchase commitment in any single regular purchase may not exceed $500,000. The purchase price per share of common stock sold in each such Regular Purchase, if any, will be based on market prices of the common stock over a specified period immediately preceding the time of sale as computed under the Purchase Agreement.

In addition, at our discretion, Lincoln Park has committed to purchase other “accelerated amounts” or “additional accelerated amounts” under certain circumstances. We will control the timing and amount of any sales of our common stock to Lincoln Park. The purchase price per share of common stock sold in each such Accelerated Purchase and Additional Accelerated Purchase, if any, will be based on market prices of the common stock on the applicable purchase dates for such Accelerated Purchases and Additional Accelerated Purchases as computed under the Purchase Agreement.

Under the applicable Nasdaq listing rules, in no event may we issue to Lincoln Park under the Purchase Agreement more than the Exchange Cap limit of 1,888,276 shares of our common stock (including the Commitment Shares), which number of shares is equal to 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement, unless (i) the Company first obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules, or (ii) at the time the Company has issued shares of common stock equal to the Exchange Cap and at all times thereafter, the average price per share of common stock for all shares of common stock sold by the Company to Lincoln Park under the Purchase Agreement equals or exceeds $1.02194 per share (which represents the lower of (A) the official closing price of our common stock on Nasdaq on the date of the Purchase Agreement and (B) the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the date of the Purchase Agreement, as adjusted under applicable Nasdaq rules to take into account the issuance of Commitment Shares to Lincoln Park for non-cash consideration), such that the Exchange Cap limitation would no longer apply to issuances and sales of common stock by the Company to Lincoln Park under the Purchase Agreement under applicable Nasdaq listing rules.

Table of Contents

The Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of our common stock (the “Beneficial Ownership Limitation”).

The Company will control the timing and amount of any sales of common stock to Lincoln Park pursuant to the Purchase Agreement. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park under the Purchase Agreement, but Lincoln Park is obligated to make purchases of common stock as the Company directs, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement.

We may not assign or transfer our rights and obligations under the Purchase Agreement without consent of Lincoln Park. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. No provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or Lincoln Park.

Actual sales of shares of common stock by the Company to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

As consideration for Lincoln Park’s commitment to purchase shares of common stock from us at our direction from time to time from and after the Commencement Date pursuant to the Purchase Agreement, promptly following our execution of the Purchase Agreement and the Registration Rights Agreement, we issued 227,175 Commitment Shares to Lincoln Park on May 15, 2025. All 227,175 Commitment Shares that we issued to Lincoln Park are included in the 2,000,000 shares of common stock being registered under the Securities Act for resale by Lincoln Park under the registration statement of which this prospectus is a part.

As of May 30, 2025, there were 9,673,280 shares of common stock outstanding (which includes the 227,175 Commitment Shares we issued to Lincoln Park on May 15, 2025 in consideration of Lincoln Park’s obligation to purchase shares of our common stock at our direction under the Purchase Agreement), of which 347,221 shares were held by affiliates of the Company. Although the Purchase Agreement provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the Purchase Agreement, direct Lincoln Park to purchase shares of our common stock from us in one or more purchases under the Purchase Agreement, for a maximum aggregate purchase price of up to $10,000,000, only 2,000,000 shares of common stock (227,175 of which represent the Commitment Shares that have been issued by us to Lincoln Park on May 15, 2025, for which we will receive no cash proceeds) are being registered for resale under the registration statement that includes this prospectus. If, in addition to the 227,175 Commitment Shares that are currently outstanding, all of the additional 1,772,825 shares of common stock offered for resale by Lincoln Park under this prospectus (without taking into account the 19.99% Exchange Cap limitation applicable to issuances and sales of common stock under the Purchase Agreement) were issued and outstanding as of May 30, 2025, such shares would represent approximately 15.5% of the total number of shares of our common stock outstanding, and approximately 16.0% of the total number of outstanding shares held by non-affiliates of the Company, in each case as of May 30, 2025.

Table of Contents

Purchases of Shares of our common stock under the Purchase Agreement

Regular Purchases

From and after the Commencement Date, on any business day that we select as the purchase date therefor on which the closing sale price of our common stock is not below the Floor Price (and provided all shares of common stock subject to all prior Regular Purchases that we have effected under the Purchase Agreement, if any, have been received by Lincoln Park before we deliver notice to Lincoln Park for such Regular Purchase in accordance with the Purchase Agreement), the Company may, by written notice delivered by us to Lincoln Park, direct Lincoln Park to purchase up to 20,000 shares of common stock on such purchase date in a Regular Purchase, provided, however, that the maximum number of shares we may sell to Lincoln Park in a Regular Purchase may be increased to:

●

up to 40,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $1.00;

●

up to 60,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $2.00; and

●

up to 80,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $3.00 (each of such share and dollar amounts subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement).

In any case, however, Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $500,000.

The purchase price per share of common stock sold in each such Regular Purchase, if any, will be equal to 97% of the lower of:

●

the lowest sale price for our common stock on the purchase date for such Regular Purchase; and

●

the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date for such Regular Purchase.

Accelerated Purchases

In addition to Regular Purchases described above, on any purchase date for a Regular Purchase on which we have properly submitted a Regular Purchase notice directing Lincoln Park to purchase the maximum number of shares of our common stock that we are then permitted to include in a single Regular Purchase notice (and provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases that we have effected under the Purchase Agreement prior to such purchase date, if any, have been received by Lincoln Park before we deliver notice to Lincoln Park for such Accelerated Purchase in accordance with the Purchase Agreement), we may, by written notice delivered by us to Lincoln Park simultaneously with such Regular Purchase notice for such corresponding Regular Purchase, direct Lincoln Park to purchase an additional amount of our common stock, which we refer to as an “Accelerated Purchase,” on the next business day following such purchase date for such corresponding Regular Purchase, which we refer to as the “Accelerated Purchase Date,” not to exceed the lesser of:

●

30% of the aggregate number of shares of our common stock traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase Date we refer to as the “Accelerated Purchase Measurement Period”; and

●

300% of the number of shares of common stock purchased pursuant to the corresponding Regular Purchase.

The purchase price per share for the shares of common stock subject to an Accelerated Purchase will be equal to 97% of the lower of:

●

the volume weighted average price of our common stock during the Accelerated Purchase Measurement Period on the applicable Accelerated Purchase Date; and

Table of Contents

●

the closing sale price of our common stock on the applicable Accelerated Purchase Date.

Additional Accelerated Purchases

We may also direct Lincoln Park, by written notice delivered to Lincoln Park not later than 1:00 p.m., Eastern time, on an Accelerated Purchase Date (and provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases that we have effected under the Purchase Agreement, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase, if any, have been received by Lincoln Park in accordance with the Purchase Agreement before we deliver notice to Lincoln Park for such Additional Accelerated Purchase), to purchase an additional amount of our common stock on such same Accelerated Purchase Date, which we refer to as an “Additional Accelerated Purchase,” of up to the lesser of:

●

30% of the aggregate number of shares of our common stock traded during the portion of the normal trading hours on the applicable Accelerated Purchase Date determined in accordance with the Purchase Agreement, which period of time on the applicable Accelerated Purchase Date we refer to as the Additional Accelerated Purchase Measurement Period; and

●

300% of the number of shares of common stock purchased pursuant to the Regular Purchase corresponding to the Accelerated Purchase effected on such same Accelerated Purchase Date.

The purchase price per share for the shares subject to an Additional Accelerated Purchase will be equal to 97% of the lower of:

●

the volume weighted average price of our common stock during the applicable Additional Accelerated Purchase Measurement Period for such Additional Accelerated Purchase; and

●

the closing sale price of our common stock on the applicable same Accelerated Purchase Date.

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park prior to 1:00 p.m., Eastern time, on a single Accelerated Purchase Date, again provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time.

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase prices per share of common stock to be sold therein will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

Suspension Events

“Suspension Events” under the Purchase Agreement include the following:

●

the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

Table of Contents

●

suspension by our principal market of our common stock from trading for a period of one business day;

●

the delisting of our common stock from The Nasdaq Capital Market, our principal market, or any nationally recognize successor thereto, unless our common stock is not immediately thereafter trading on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, or the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group Inc. (or any nationally recognized successors thereto);

●

the failure of our transfer agent to issue to Lincoln Park shares of our common stock within two business days after the applicable date on which Lincoln Park is entitled to receive such shares of our common stock;

●

our breach of any of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five consecutive business days;

●

any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us;

●

if at any time we are not eligible to transfer our common stock electronically; or

●

if at any time we have issued and sold under the Purchase Agreement an aggregate number of shares of common stock equal to the Exchange Cap (to the extent applicable under the terms of the Purchase Agreement) and our stockholders have not approved the issuance of shares of common stock under the Purchase Agreement in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules.

Lincoln Park does not have the right to terminate the Purchase Agreement upon the occurrence of any of the Suspension Events set forth above, all of which are outside of Lincoln Park’s control, although the Purchase Agreement would automatically terminate without any action of the Company or Lincoln Park in the event of any voluntary or involuntary bankruptcy proceedings by or against the Company that are not discharged within 90 days. So long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event has occurred and is continuing, we may not direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to terminate the Purchase Agreement upon one business day’s prior written notice to Lincoln Park. In the event of any voluntary or involuntary bankruptcy proceedings by or against the Company that are not discharged within 90 days, the Purchase Agreement would automatically terminate without any action of the Company or Lincoln Park. No termination of the Purchase Agreement will be effective during the pendency of any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase that has not then fully settled in accordance with the Purchase Agreement.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has represented to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

Table of Contents

Prohibitions on Similar Transactions

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, except the Company is prohibited from effecting or entering into any agreement to effect an “equity line of credit”, “at-the-market offering” or other similar offering with another third party in which the Company may issue and sell common stock, from time to time over a certain period of time, at future determined prices based on the market prices of the common stock at the time of each such issuance and sale, until the earlier of (i) the 180^th day following the effective date of any termination of the Purchase Agreement in accordance with its terms and (ii) the later of (A) the 24-month anniversary of the date of the Purchase Agreement and (B) the Maturity Date. The foregoing prohibition is subject to certain exceptions, including that we may issue shares of common stock in an “at-the-market offering” under Rule 415(a)(4) under the Securities Act exclusively through one or more registered broker-dealer(s) acting as our agent(s) pursuant to a written agreement between us and such registered broker-dealer(s).

Effect of Performance of the Purchase Agreement on Our Stockholders

All shares of our common stock being registered for resale hereunder which may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold from time to time over a period of up to 24 months commencing on the date that the registration statement of which this prospectus is a part becomes effective.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Lincoln Park. Sales of our common stock, if any, to Lincoln Park under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common stock that may be available for us to sell to Lincoln Park pursuant to the Purchase Agreement. Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Lincoln Park under the Purchase Agreement.

If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the Purchase Agreement, after Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Lincoln Park in this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares in this offering.

Moreover, although the Purchase Agreement provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the Purchase Agreement, direct Lincoln Park to purchase shares of our common stock from us in one or more purchases under the Purchase Agreement, for a maximum aggregate purchase price of up to $10,000,000, only 2,000,000 shares of common stock (227,175 of which represent the Commitment Shares that have been issued by us to Lincoln Park on May 15, 2025, for which we will receive no cash proceeds) are being registered for resale under the registration statement that includes this prospectus. Therefore, only 1,772,825 of such shares of common stock represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our sole discretion, during the 24-month period commencing on the Commencement Date. If after the Commencement Date we elect to sell to the selling stockholder all of the 1,772,825 shares of common stock being registered for resale under this prospectus that are available for sale by us to the selling stockholder in purchases under the Purchase Agreement, depending on the market prices of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $10,000,000 total purchase commitment available to us under the Purchase Agreement, which could materially adversely affect our liquidity.

~~INDUSTRY~~Table ~~AND~~of ~~MARKET DATA~~Contents

~~This~~If ~~prospectus~~it ~~contains~~becomes ~~statistical~~necessary ~~data,~~for ~~estimates,~~us to issue and ~~forecasts that~~sell ~~are~~to ~~based~~Lincoln onPark ~~independent~~shares ~~industry,~~of ~~government~~common ~~and non-government~~stock ~~organization~~in ~~publications~~excess orof ~~other~~the ~~publicly available~~Exchange ~~information~~Cap under the Purchase Agreement in order to receive aggregate gross proceeds equal to $10,000,000 asin ~~well~~under the Purchase Agreement, then for so long as ~~other~~the ~~information~~Exchange ~~based~~Cap oncontinues ~~our internal~~to ~~sources.~~apply ~~Although~~to weissuances ~~believe~~and ~~that~~sales of common stock under the ~~third-party~~Purchase ~~sources referred~~Agreement, we must first obtain stockholder approval to issue shares of common stock in ~~this~~excess ~~prospectus~~of ~~are~~the ~~reliable,~~Exchange ~~estimates~~Cap asin ~~they relate~~accordance towith ~~projections~~applicable ~~involve~~Nasdaq ~~numerous~~listing ~~assumptions~~rules. Furthermore, ~~are~~if ~~subject~~we elect to ~~risks~~ issue and ~~uncertainties~~sell to Lincoln Park more than the 1,772,825 shares of our common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are ~~subject~~being toregistered ~~change~~for ~~based~~resale onby ~~various factors~~Lincoln Park hereunder, ~~including~~which ~~those~~we ~~discussed~~have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the ~~section~~Securities ~~titled “Risk~~Act ~~Factors”~~for ~~and~~resale ~~elsewhere~~by Lincoln Park such additional shares of our common stock, which the SEC must declare effective, in ~~this~~each ~~prospectus~~case before we may elect to sell any such additional shares of our common stock. ~~These~~ Any issuance and ~~other~~sale ~~factors~~by ~~could~~us ~~cause~~under ~~results~~the toPurchase ~~differ~~Agreement ~~materially~~of ~~from those~~a ~~expressed~~substantial amount of shares of common stock in addition to the ~~estimates~~2,000,000 ~~made~~shares byof ~~the~~common ~~independent~~stock ~~parties and~~being registered for resale by usLincoln Park under this prospectus could cause additional substantial dilution to our stockholders.

~~Certain~~The ~~information~~number inof ~~the~~shares ~~text~~ of common stock ultimately resold by Lincoln Park through this prospectus is ~~contained~~dependent ~~in independent~~upon ~~industry~~the ~~government~~total number of shares of common stock, if any, we elect to issue and ~~non-governmental~~sell ~~organizational publications~~to Lincoln Park under the Purchase Agreement from and after the Commencement Date and during the term of the Purchase Agreement. ~~The~~Issuances ~~sources~~of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of ~~these~~our ~~publications~~existing ~~are~~stockholders, ~~provided below:~~except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement.

• IC Consultants, Ltd., Lead The Facts;

• U.S. Department of the Interior, Comparison of the U.S. Lead Recycling Industry in 1998 and 2011;

• United Nations Environment Programme, Overview of Lead Recycling;

• Occupational Knowledge International and Fronteras Comunes, Exporting Hazards;

• CEC Secretariat of the Commission for Environmental Cooperation, Hazardous Trade?;

• Lead Action 21 Evolution of an Element, published by the International Lead Association;

• International Lead Association, Lead Facts, and

• The Blacksmith Institute, Lead Smelting.

Table of Contents

~~OUR~~USE ~~BUSINESS~~OF PROCEEDS

~~Overview~~We will not receive any of the proceeds from the sale of any common stock by the Selling Stockholder offered under this prospectus, but we will bear all fees and expenses incident to our obligation to register the shares of common stock being offered for resale hereunder by the Selling Stockholder.

We ~~are~~may ~~engaged~~receive inup ~~the~~to ~~business~~$10.0 ofmillion ~~recycling~~in ~~lead~~aggregate ~~through~~gross aproceeds ~~novel, proprietary~~under ~~and~~the ~~patent-pending~~Purchase ~~process~~Agreement ~~that~~from weany ~~developed~~sales ~~and~~we ~~named “AquaRefining”.~~make ~~Lead~~to isthe aSelling ~~globally~~Stockholder ~~traded~~pursuant ~~commodity with~~to athe ~~worldwide~~Purchase ~~market~~Agreement. ~~value~~The innet ~~excess~~proceeds, ofif ~~$20~~any, ~~billion.~~under ~~Lead~~the ~~acid batteries~~Purchase Agreement, orwill ~~LABs,~~depend ~~are~~on the ~~primary~~frequency ~~use~~and ofprices ~~all~~at ~~lead~~which ~~produced~~we insell ~~the world.~~shares ~~Because~~of ~~the~~common ~~chemical~~stock ~~properties~~to ofthe ~~lead~~Selling ~~allow~~Stockholder itafter tothe ~~be recycled~~date ~~and~~of ~~reused~~this ~~indefinitely,~~prospectus. ~~LABs~~Because we are ~~also~~not ~~the~~obligated ~~primary~~to ~~source~~ sell any shares of ~~all~~our ~~lead~~common ~~production.~~stock Asunder ~~such~~the Purchase Agreement, ~~LABs~~other ~~are~~than ~~almost~~the ~~100%~~Commitment ~~recycled~~Shares, ~~for purposes~~the ofactual ~~capturing~~total ~~the~~offering ~~lead~~amount ~~contained~~and ~~therein~~proceeds ~~for~~to ~~re-use.~~us, ~~We believe~~if ~~that~~any, ~~our~~are ~~proprietary~~not ~~AquaRefining~~determinable ~~process~~at ~~will~~this ~~provide~~time. ~~for~~ See the ~~recycling~~section titled “Plan of ~~LABs~~Distribution” ~~and~~elsewhere ~~the~~in ~~production~~this ofprospectus afor ~~pure~~more ~~grade~~information. ~~lead~~We ~~with a~~expect ~~significantly~~to ~~lower~~use ~~cost~~any ofproceeds ~~production,~~that ~~and~~we ~~with~~receive ~~fewer environmental~~under ~~and~~the ~~regulatory~~Purchase ~~issues,~~Agreement ~~than~~for ~~conventional~~working ~~methods~~capital ~~of lead~~and ~~production~~general corporate purposes.

In recent years, many lead mines have become exhausted and recycled lead has become increasingly important to LAB production. Recycled lead surpassed mined lead in the 1990s and now represents more than 50% of the lead content in new LABs. Whether it is produced from lead ore or recycled LABs, lead has historically been produced by smelting. Smelting is a high-temperature, endothermic chemical reduction, making it inefficient, energy intensive and often highly pollutive process. As a consequence of its environmental and health issues, lead smelting has become increasingly regulated in developed countries. In the US, regulatory non-compliance has forced the closure of large high-capacity lead smelters in Vernon, California, Frisco, Texas and Herculaneum, Missouri over the last three years. Herculaneum was the last remaining primary lead-mine operation (i.e., smelting lead from ore) in the US, though secondary lead smelters that process recycled lead continue to operate in the US. In response, there has been an expansion of LAB smelting capacity in Mexico and other less regulated countries. The resulting transportation of used LABs from where they originate in the US to smelters in Mexico, the Philippines and elsewhere is an increasingly significant logistical and global environmental cost.

AquaRefining uses an aqueous solvent and a novel electro-chemical process to produce pure lead (i.e., higher than 99.99% purity). We believe that AquaRefining can significantly reduce production costs as compared with alternative methods of producing pure lead. This cost reduction is partly because our novel electro-chemical process requires less energy than the endothermic high temperature (1400°F) chemical reduction that is at the core of smelting. It is also partly because our process does not generate toxic high temperature dust and gas, or the lead containing slag and dross that are unavoidable byproducts of smelting, and which require capital and energy intensive processes to meet environmental compliance. We also have the potential to locate multiple smaller recycling facilities in areas closer to the source of used LABs, thereby reducing transport costs and supply chain bottlenecks. AquaRefining is a water-based ambient temperature process. On this basis, we believe that it significantly reduces environmental emissions, health concerns and permitting needs as compared with lead smelting. We believe that the combined advantages offered by AquaRefining represent a potential step change in lead recycling technology, one that can deliver advantages in economics, footprint and logistics while greatly reducing the environmental impact of lead recycling.

The modular nature of AquaRefining makes it possible to start LAB recycling at a much smaller scale than is possible with smelters, thereby significantly reducing the investment risk associated with building a lead production facility. Our plan is to actively explore distributed recycling in the US by establishing our own initial recycling operation near Reno, Nevada. This plan is based on our belief that Reno has become a significant hub of the West Coast’s LAB distribution infrastructure and yet is very poorly served by the LAB recycling industry. From our initial recycling facility near Reno, we intend to expand first throughout the US and then overseas. We will seek to own our own recycling facilities but will also evaluate joint ventures, licensing and direct sales.

Our Markets

The Lead Market

Lead is a globally traded commodity and is the essential component of over 95% of the world’s rechargeable batteries. Lead is traded as a commodity on the London Metals Exchange, or LME. The price of lead on the LME has risen from a trading range of $1,000 to $1,200 per metric ton during 2005 to $2,000 to $2,400 per metric ton during 2014, with a price of $2,113 per metric ton on May 7, 2015. According to the International Lead Association, or ILA, world production of lead is approximately 10.5 million metric tons per year, while industry consultant, CHR Metals, Ltd., puts the official output of refined lead at approximately 11.5 million metric tons per year. This represents a worldwide market in excess of $20 billion.

Table of Contents

~~Figure~~DESCRIPTION 1:OF ~~International~~CAPITAL ~~Lead Association, 14th Asian Battery Conference, Hyderabad, India 2013~~STOCK

~~Lead~~The isfollowing ~~integral~~summary ~~for~~of ~~LABs.~~the ~~LABs~~material ~~are~~terms ~~the~~of ~~primary~~our ~~use~~capital ofstock ~~all~~is ~~lead produced~~not inintended ~~the~~to ~~world,~~be ~~and~~a ~~recycled~~complete ~~LABs~~summary ~~are~~of the ~~primary~~rights ~~source~~and preferences of ~~all~~ ~~lead~~such ~~production~~securities. ~~According~~We urge you to ~~the~~read ~~ILA,~~our infirst ~~2012~~amended ~~the~~and ~~manufacture~~ restated certificate of ~~LABs~~incorporation, ~~accounted~~including ~~for~~the ~~approximately~~amendments ~~85%~~thereto, ofwhich ~~all~~we ~~lead~~refer ~~produced worldwide.~~to Inas ~~addition~~our certificate of incorporation, ~~the~~and ~~ILA~~our ~~reports~~third ~~that~~amended ~~57%~~and ofrestated ~~lead~~bylaws, ~~production worldwide~~which ~~was~~we ~~from~~refer ~~recycled~~to ~~LABs.~~our ~~The~~bylaws, ~~integral~~in ~~and~~its ~~cyclical relationship~~entirety ~~between~~for ~~lead~~a ~~and~~complete ~~LABs~~description isof the ~~result~~rights and preferences of ~~several important~~our ~~factors,~~capital ~~including:~~stock.

• the chemical properties of lead, which allow it to be recycled and reused indefinitely;

• legislation requiring the recycling of LABs;

• the Basel Convention on the Control Transboundary Movements of Hazardous Waste and Their Disposal which impacts the international trade in lead among its 170 signatory countries (the US is not a signatory);

• robust reverse supply chains in the US that cost effectively return used LABs to manufacturers and recyclers; and

• supply and demand economics that make recycled lead cost competitive with mined lead.

There are two principal sources of lead, namely ores and concentrates, which are smelted to produce “primary” lead, and used LABs, which are also smelted to produce what is known as “secondary” lead.

Primary lead is of high purity (i.e., greater than 99.99% purity) and is required for the active material in LABs. Secondary lead is typically 95% lead, the balance being other elements such as antimony, arsenic, bismuth, calcium, copper, selenium and tin. Some of these elements are added to create the structural lead alloys used in LAB manufacturing. Secondary lead can be further refined to the purity of primary lead. However, this requires an expensive multi-step process. LAB manufacturers have historically used primary and secondary lead in the manufacture of their LABs on a 50/50 basis. However, as LAB technology evolves, LAB manufacturers require higher percentage amounts of primary lead in their LAB manufacturing processes.

Figure 2: International Lead Association, 14th Asian Battery Conference, Hyderabad, India 2013

As noted above, lead is traded as a commodity on the LME. The spot price of lead on the LME as of May 7, 2015 was $2,113 per metric ton. Based on our discussions with buyers of lead in the US lead market, different grades of lead are traded in the US at a discount or premium to the LME price substantially as follows:

• Virgin pure lead (greater than 99.99% purity): +14 cents per pound premium (approximately 14%) to the LME price;

• Specific battery grade alloys: +1 to +9 cents per pound premium (approximately 1% to 9%) to the LME price; and

• Rough lead (unrefined 95% pure): -5 to -10 cents per pound discount (approximately -5% to -10%) to the LME price.

Demand for lead has made it the world’s most recycled material. According to the ILA and The International Lead Zinc Research Organization, or ILZRO, most of the easily mined sources of lead are worked out and new production is a byproduct of zinc mining. According to the ILA, the proportion of world lead output from recycled lead has risen from 25% in 1970 to over 55% in 2012. The reported proportion of lead production from recycling varies markedly from region to region. In 2013, the proportion of all lead production from recycling was 83% in North America and 76% in Europe. In some countries, including Pakistan and India, the proportion is even higher.

Lead Smelting

Currently, smelters produce virtually all the world’s mined and recycled lead. Smelting is an inefficient, energy intensive and often highly polluting process. At its core, smelting is a high temperature (in excess of 1400°F) chemical reduction process in which lead compounds are heated and then reacted with reducing agents to remove the oxygen and sulfur, leaving behind lead. The chemical reactions are endothermic, which means that heat must be continually supplied to replace the energy consumed by the reduction processes. In smelting, 5% to 15% of the lead is lost as “slag” and the lead produced typically contains 2% or more of impurities. Importantly, smelting is only cost effective at large scale, typically more than 200 metric tons of lead per day.

In addition to the high costs and inefficiencies associated with smelting, it generates large volumes of toxic solid, liquid, particulate and gaseous waste. In developed countries, there is both increased environmental regulation and enforcement of such, including monitoring of permissible blood lead levels in employees and local populations. These regulations and the increasing enforcement have made it more expensive to operate smelters. According to a report titled “Hazardous Trade?”

produced by the Secretariat of the Commission for Environmental Cooperation in 2013, this has led to a decline of lead smelters in the U.S., an expansion of smelting operations in Mexico and a resultant increase in the export of used LABs from the US followed by the re-import of recycled lead. This trade is believed to be largely driven by the lower costs related to the less stringent environmental standards and enforcement in Mexico. For the foregoing reasons, we believe that lead smelting facilities are increasingly located in poorly regulated areas remote from both the source of used LABs and the demand for lead. We believe that the remote location of smelting can add up to $250 per metric ton of transport costs to the production of recycled lead.

Lead Acid Batteries

The lead acid battery was invented in 1859 and is the oldest and most popular type of rechargeable battery. LABs have the ability to provide higher surge currents than other rechargeable batteries, making them ideal for use in motor vehicles and other machines to provide the high current required by starter motors. LABs are also used in lithium-ion battery-powered electric vehicles to power most functions (outside of the drive train). The relatively inexpensive cost of manufacturing makes LABs attractive for other uses as well, including storage in backup power supplies in cell phone towers, grid storage applications and high-availability settings like hospitals, and stand-alone power systems.

Figure 3: International Lead Association, 14th Asian Battery Conference, Hyderabad, India 2013

The majority of LAB production, and with it the majority of lead, goes into what are called “starter, lights, ignition” batteries for automotive vehicles. According to CHR Metals, total lead output in 2017 will be 20% higher than it was in 2012. Similarly, articles published in the Financial Times and the Wall Street Journal support continued growth in demand for lead for at least the next 20 years as car ownership increases rapidly in developing nations. The battery market for electric e-bikes and scooters in China is one example of a recent and rapidly growing niche application for LABs. This niche has grown from minimal roots in 2005 to accounting for over 15% of LAB production in 2012. There are now over 150 million e-bikes and scooters now on the road in China, and nearly all of them are powered by LABs. We believe that grid storage and other energy storage applications linked to renewable energy (solar and wind) will also generate increased demand for LABs, where low cost, safety and reliability will make them attractive options.

The increase in LAB manufacturing in general and particularly in China, India and Southeast Asia has increased demand for lead, putting pressure on global recycling networks to meet this demand. At present, we believe that most of the LAB recycling performed outside of the US, Canada, the EU, Japan, Korea, Taiwan, Australia and New Zealand is carried out in outdated facilities with poor environmental standards and insufficient enforcement. China, India, Pakistan and South America

appear to be moving toward tougher regulation and enforcement. We believe that this will drive a demand in foreign markets for more less polluting LAB recycling processes.

Our Business Model

The market for lead is global in scale but local in nature and execution, with large differences in local regulation, custom and practice. In some regions it is highly regulated, and in others it is not. Consequently, we have developed our business model to commercialize our technology optimally across multiple countries.

In the US and similarly regulated countries, our plan is to build and operate our own LAB recycling facilities. These will be smaller distributed facilities rather than large centralized facilities as is required for smelting. Our plan is to locate our recycling facilities close to regional supplies of used LABs, starting with locations that are furthest from existing LAB smelting facilities. In countries where direct operation is not possible or not optimal, due to local laws that restrict or limit foreign ownership of operating businesses or otherwise, we plan to supply our process to approved third party customers on a fee-sharing basis.

Lead recycling is subject to a variety of domestic and international regulations related to hazardous materials, emissions, employee safety and other matters. While our operations will be subject to these regulations, we believe that one of our potential advantages will be our ability to conduct lead recycling operations with less regulatory cost and burden than smelting operators. One of our key objectives will be to educate regulators and the public as to the environmental benefits of AquaRefining. We believe we have the potential to develop a business model that offers both strong economics and the opportunity to conduct in a socially responsible manner an important recycling activity that to date has been conducted in an inefficient, energy intensive and often highly polluting manner.

AquaRefining Process

We developed AquaRefining to be a less expensive, cleaner and modular alternative to smelting. Our process has two key elements, both of which are integral to our pending-patent application. The first is our use of a proprietary, non-toxic solvent that dissolves lead compounds. The second is a proprietary electro-chemical process and electrolyzer that converts the dissolved lead compounds into pure, primary grade lead on a fully automated basis.

Similar to conventional LAB recycling, our AquaRefining process begins with the crushing of used LABs and the separation of the metallic lead, active material (lead compounds), sulfuric acid and plastic for recycling. The active material is dissolved in our solvent. The primary lead is then stripped from the solvent using our patent pending and fully automated process allowing the solvent to be reused continuously and indefinitely. The photograph below is an actual full size AquaRefining unit installed in our Oakland development and test facility and is the basis for the modules we will produce in the module production facility we will build nearby.

Our AquaRefining process generates four outputs, namely:

• Primary (high purity) lead ingots;

• High quality LAB grade lead alloy ingots to specific customer specifications;

• Cleaned plastic chips, recovered from battery casings, which we intend to sell; and

• Sulfuric acid, which is recovered as part of our AquaRefining process, which we also intend to sell.

We expect to derive revenue primarily from the sale of primary and secondary lead recovered from the recycled LABs and tolling fees for converting used LABs into primary and secondary lead on behalf of our clients. We expect the additional revenue derived from the sale of cleaned plastic chips and sulphuric acid to be modest.

A significant benefit of our AquaRefining equipment is that we designed the equipment used in the process to be manufactured on a purpose-built production line, in standard sized modules. This is not possible with the smelting process, as smelters need to be constructed on site. This gives us the ability to provide AquaRefining systems with capacities ranging from four metric tons per day to 400 metric tons per day or more all based on our standard factory produced module. Following the completion of this offering, we plan to commence the production of our AquaRefining modules for our Reno facility and third parties.

Equipment

We expect to obtain LAB crushing equipment and ingot production systems from Wirtz Manufacturing Co, Inc., a leading US-based supplier of equipment to LAB manufacturers and smelters. Wirtz has also expressed its interest in distributing our AquaRefining modules to those seeking LAB recycling systems; however, we have no definitive agreements with Wirtz with regard to its distribution of our AquaRefining modules. In August 2014, Wirtz purchased from us an unsecured convertible promissory note in the original principal amount of $500,000, which it exchanged for one of our convertible notes in October 2014.

Other than the LAB crushing equipment and ingot production systems we expect to be supplied by Wirtz, we will source all other components of our AquaRefining modules and related equipment and products from off-the-shelf products or equipment that we will have designed and built to our specifications. All such equipment and products are available from multiple sources at competitive prices.

Our First Recycling Facility: Reno, Nevada

We intend to develop our initial LAB recycling facility near Reno, Nevada. On May 29, 2015, we purchased 11.73 acres of undeveloped land for the purchase price of $1,006,370. The property is located in the Tahoe Reno Industrial Center, a 107,000-acre park located nine miles east of Reno on I-80. The Tahoe Reno Industrial Center includes a developable 30,000-acre industrial complex, with pre-approved industrial and manufacturing uses and on-site rail service by both the Union Pacific and Burlington Northern Santa Fe railways. The Tahoe Reno Industrial Center is the home of the Tesla Gigafactory.

We intend to build a 125,000 square foot LAB recycling facility at our Reno property and have allocated a total of $22.5 million of the proceeds of this offering towards the development of the facility, including $13 million towards site construction and $9.5 million towards the manufacture and installation of our AquaRefining modules, other equipment and fixtures. We have commenced the design of the facility and initiated the selection of a prime contractor to perform the work. We intend to commence construction of the facility within one month of the close of this offering. We expect to complete construction and commence commercial operations within ten months of the completion of this offering.

This facility will include a fully self-contained battery breaking and pre-treatment facility, which will be supplied, at our cost, by Wirtz Manufacturing Co., Inc. In keeping with our modular approach, we intend to commence LAB recycling operations shortly after the first AquaRefining module is delivered, following which, capacity will increase with each subsequent module delivery. We intend to install with the proceeds of this offering approximately eight AquaRefining modules of our own design and manufacture, and operate the facility at a production capacity of 40 metric tons of lead produced per day. Our near-term goal will be to increase our production at the Reno facility to 80 metric tons of lead per day. To do so, we will need an additional

eight AquaRefining modules and building improvements at a total cost of up to approximately $9.5 million, depending on the timing of our receipt of the additional funds. If we are able to acquire additional funds early in the construction process, the incremental cost of building the 80 metric ton per day facility could be as little as approximately $6 million. We intend to seek the additional funds through various financing sources, including the sale of our equity and debt securities and other means of debt financing, with a preference for debt financing. As of the date of this prospectus, we have commenced discussions with various providers of debt financing, including both government and commercial providers of debt financing. However, there can be no assurance that additional debt or equity financing will be available on commercially reasonable terms, if at all. The figure below is an artist’s rendering of our proposed facility based on our present design specifications.

Pursuant to the real estate purchase and sale agreement by which we acquired the Reno property, we are responsible for the construction of all improvements and related costs, however the seller is responsible for the construction and related costs of all normal and customary off-site utility infrastructure typical of industrial/commercial parcels, including water supply, sewer capacity and electric power.

In connection with the development and operation of our Reno facility, we will be required to obtain, among other government permits and approvals, a use permit from the State of Nevada Division of Environmental Protection, Bureau of Waste Management and an air quality permit from the State of Nevada Division of Environmental Protection, Bureau of Air Pollution Control. Based on our meetings with officials from each of these agencies and our own permitting study, we do not expect to encounter any material issues or delays in obtaining all required permits and other governmental approvals for the construction and operation of our Reno facility.

We intend to establish additional recycling facilities throughout the US and overseas. However, we have no agreements or plans at this time concerning any recycling facilities other than our proposed Reno facility.

Supply of Used LABs

We believe there is an ample supply of used LABs in the market today and will be for the foreseeable future. The used LAB market consists primarily of LAB manufacturers, LAB specialists and distributors and LAB recovery consolidators. We have entered into formal discussions with three separate suppliers of used LABs. Each of these suppliers has the ability to supply enough used LABs to operate our Reno facility at 80 metric tons of produced lead per day and have expressed a desire to do so. Although we have no definitive agreements in place as of the date of this prospectus with any LAB suppliers, based on our understanding of the market for used LABs and our discussions to date with LAB suppliers, we believe that used LABs should be readily available to us from a number of sources at competitive prices.

Competition

As of the date of this prospectus, we are not aware of any commercially viable alternative to smelting for LAB recycling in operation, except for one variation on smelting that uses a thermal lance to provide the heat. This process, known as Isamelt, has some limited advantages over smelting but has not been widely taken up, although it has been in existence for over 20 years. In addition, several years ago, Engitec Technologies S.p.A. developed an electro-refining process as an alternative to smelting for lead ore. The process is known as the Flubor process and uses fluoboric acid as an electrolyte. We believe The Doe Run Company, a US-based operator of lead smelters, evaluated this process for the production of primary lead, however, to our knowledge, the Flubor process has never been used in commercial lead recycling by The Doe Run Company or anyone else.

We believe that our primary competition in the production of lead will come from operators of existing smelters and other parties invested in the existing supply chain for smelting, both of which may resist the change presented by AquaRefining. Competition from such incumbents may come in the form of price competition for lead produced, however to the extent we are successful in being a low cost producer of lead, we should be able to compete effectively based on price.

Another area where incumbents may seek to compete is in controlling access to used LABs. The market for used LABs is made up of the members of the LAB reverse supply chains, including auto repair shops, auto parts stores and auto dealers, LAB manufacturers who operate their own smelting operations and third parties who engage in the purchase and sale of used LABs. We believe that some LAB manufacturers who maintain their own smelting operations may feel significantly threatened by our AquaRefining process. Such parties may attempt to restrict our access to used LABs; however, we believe these LAB manufacturers only control approximately 50% of the market for used LABs, leaving us with significant access to LABs even if these parties do attempt to interfere. We have assumed at least some level of interference by incumbents and have initiated discussions with potential suppliers of used LABs. On the basis of these discussions, we do not view access to used LABs be a significant risk to our LAB recycling operations.

While we assume that smelters will be resistant, at least at first, to AquaRefining, we have received preliminary inquiries from a number of existing operators of lead smelters who are interested in augmenting their existing capacity or replacing it entirely with our AquaRefining modules. However, our business plan is not dependent or even focused on the acceptance of our process by lead smelters. We intend to initially focus on operating our AquaRefining facilities directly.

We do not expect to experience significant competition in connection with our sale of lead. We believe that the market for lead is established, fluid and effective; and like the markets for other natural resources, such as oil, gas, gold, silver, etc., we do not expect to encounter any issues, conditions or qualifications for the sale of our lead production at prevailing market prices set by the LME. The vertically integrated LAB manufacturers who conduct smelting operations also are buyers of lead from third parties. While these LAB manufacturers may feel threatened by our AquaRefining process, we believe that they will still purchase lead from us if we are able to offer it at the price we anticipate. Notwithstanding this, we believe that the vertically integrated LAB manufacturers account for only 50% of the demand for lead production, leaving a sizable amount of the lead market in the hands of purchasers who we believe will not be reluctant to purchase lead from us.

Intellectual Property Rights

We regard the protection of our technologies and intellectual property rights as an important element of our business operations and crucial to our success. We rely primarily on a combination of patent laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary technology. We generally require our employees, consultants and advisors to enter into confidentiality agreements. These agreements provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except under specific circumstances. In the case of our employees, the agreements provide that all of the technology that is conceived by the individual during the course of employment is our exclusive property. The development of our technology and many of our processes are dependent upon the knowledge, experience and skills of key scientific and technical personnel.

In November 2013, we filed with the US Patent and Trademark Office, or USPTO, a provisional patent covering multiple aspects of our AquaRefining process, including all aspects of our proprietary water-based solvent and our novel electrolyzer. In November 2014, our provisional patent application was converted into a non-provisional patent application which was filed in accordance with the Patent Cooperation Treaty and contained 35 claims. The claims seek patent protection for the entirety of the novel aspects of our process, starting with the dissolution of the lead compounds recovered from a used LAB, the solvents used and the range of chemical compositions under which they are effective. The claims also extend to novel aspects of the electrochemical apparatus and the range of electrochemical parameters, such as electrical current, voltage and solution pH. Finally, the claims seek patent protection for the type and composition of the electrodes used, the form and quality of the lead produced and methods of removing the lead from the electrodes.

In May 2015, we filed an additional non-provisional patent application with the USPTO in accordance with Patent Cooperation Treaty which contained 39 claims. These claims seek to provide additional, complementary and alternative aspects of the November 2014 filing.

In May 2015, we filed an additional six provisional patent applications with the USPTO containing a total of 54 claims. These provisional filings seek to extend our patent protection in our core process technology and seek patent coverage for areas including ancillary processes, electrolyte and water recovery, the form and uses of the lead produced and applications of our process to materials other than lead.

We intend to conduct foreign patent filings covering the claims in our provisional and non-provisional patent applications.

There can be no assurance that any patents will issue from any of our current or any future applications. Also, any patents that may issue may not survive a legal challenge to their scope, validity or enforceability, or provide significant protection for us. The failure of our patents, or the failure of trade secret laws, to adequately protect our technology, might make it easier for our competitors to copy our AquaRefining process.

We have also filed for trademark registration in the US of our corporate name “Aqua Metals” and the terms “AquaRefining,” “AquaRefinery” and “AquaRefine” and intend to conduct foreign filings of these marks.

Government Regulation

Our operations in the United States will be subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of LABs. While the lead reclamation process itself is generally not subject to Federal permitting requirements, depending on how any particular operation is structured, our facilities may have to obtain environmental permits or approvals from Federal, state or local regulators to operate, including permits or regulatory approvals related to air emissions, water discharges, waste management, and the storage of LABs on-site should that become necessary. We may face opposition from local residents or public interest groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects.

In addition to permitting requirements, our operations are subject to environmental health, safety and transportation laws and regulations that govern the management of and exposure to hazardous materials such as the lead and acids involved in LAB reclamation. These include hazard communication and other occupational safety requirements for employees, which may mandate industrial hygiene monitoring of employees for potential exposure to lead. Failure to comply with these requirements could subject our business to significant penalties (civil or criminal) and other sanctions that could adversely affect our business. Changes to these regulatory requirements in the future could also increase our costs, require changes in or cessation of certain activities, and adversely affect the business.

As our business expands outside of the United States, our operations will be subject to the environmental, health and safety laws of the countries where we do business, including permitting and compliance requirements that address the similar risks as do the laws in the United States, as well as international legal requirements such as those applicable to the transportation of hazardous materials. Depending on the country or region, these laws could be as stringent as those in the US, or they could be less stringent or not as strictly enforced. In some countries in which we are interested in expanding our business, such as Mexico and China, the relevant environmental regulatory and enforcement frameworks are in flux and subject to change. Therefore, while compliance with these requirements will cause our business to incur costs, and failure to comply with these requirements could adversely affect our business, it is difficult to evaluate such potential costs or adverse impacts until such time as we decide to initiate operations in particular countries outside the United States.

Employees

As of the date of this prospectus, we employ 10 people on a full-time basis, including our four executive officers and six technical staff, one person on a part-time basis and three technical consultants. Upon the completion of this offering, we intend to hire up to 20 additional employees to support the production of our AquaRefining modules. We also expect to hire up to 50 additional employees in 2016 in connection with the operation of our LAB recycling facility in Reno, Nevada.

Properties

Our executive offices are presently located in a 2,300 square foot facility in Oakland, California pursuant to a six-month lease, ending July 31, 2015, at the rate of $4,200 per month. We also lease a 5,200 square feet engineering and test facility in Oakland, California pursuant to a three-year lease at a lease rate of $3,100 per month.

We are currently pursuing the lease of an approximately 20,000 square foot facility in the greater Oakland, California area from which we will assemble and ship AquaRefining modules. We also intend to consolidate our existing executive offices and engineering and test operations in the new facility. We believe there are several suitable lease sites available at competitive prices.

In May 2015, we purchased 11.73 acres of undeveloped land located in the Tahoe Reno Industrial Center, a 107,000-acre park located nine miles east of Reno, Nevada on I-80. We intend to develop a 125,000 square foot lab recycling facility on the property, as more fully described at “Our Business - Our First Recycling Facility: Reno, Nevada.”

Litigation

There are no pending legal proceedings to which we or our properties are subject.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

We were formed as a Delaware corporation on June 20, 2014 for the purpose of engaging in the business of recycling lead through a novel, proprietary and patent-pending process that we developed and named “AquaRefining”. Since our formation, we have focused our efforts on the further development of our AquaRefining process, establishment of strategic relationships and the pursuit of additional working capital. We have not commenced revenue-producing operations and, under our current plan of business, do not expect to do so until the second quarter of 2016 and subject to our receipt of a total of $26 million of net proceeds from this offering.

To date, we have capitalized our operations with equity contributions and advances from our founders, our receipt of a $500,000 investment from Wirtz Manufacturing Co. Inc. and our receipt of $5.5 million of capital from our private placement sale of senior secured convertible promissory notes, which we refer to as our “convertible notes”, in October 2014. Pursuant to the terms of our investment agreement with Wirtz Manufacturing Co. Inc., Wirtz exchanged its investment in our company for a convertible note sold in the October 2014 private placement. As a result we have issued and outstanding convertible notes in the aggregate principal amount of $6 million, with accrued and unpaid interest as of March 31, 2015 in the amount of $154,356.

Interest on our convertible notes accrues on the unpaid principal at the rate of six percent (6%) per year, except during any event of default under the convertible notes in which case the interest rate shall be twelve percent (12%) per year. All principal and interest under the convertible notes are due and payable on December 31, 2015. All principal and interest under the convertible notes are convertible into shares of common stock as follows:

• Upon the consummation of an initial public offering by us, all principal and interest shall automatically convert at 50% of the IPO price, provided, however, in no event shall the conversion price be greater than $2.27 nor less than $1.52 per share;

• In the event of a subsequent private placement approved by the holders of 50% or more of the aggregate principal amount of all convertible notes, all principal and interest shall automatically convert at 50% of the offer price in the subsequent private placement, provided, however, in no event shall the conversion price be greater than $2.27 nor less than $1.52 per share; and

• Until the 10th day prior to the consummation of an IPO by us, a holder of a convertible note, at its option, may convert at a conversion price of $2.27 per share.

Pursuant to the terms of our convertible notes, all principal and accrued interest under the notes will automatically convert into shares of our common stock, at the conversion price of $____ per share upon the completion of this offering.

Plan of Operations

Our plan of operations for the 12-month period following the completion of this offering is to commence the development and construction of our initial recycling facility near Reno, Nevada. In May 2015, we purchased 11.73 acres of undeveloped land nine miles outside of Reno for the purchase price of $1,006,370. We intend to build a 125,000 square foot LAB recycling facility at our Reno property and have allocated a total of $22.5 million of the proceeds of this offering towards the development of the facility, including $13 million towards site construction and $9.5 million towards the manufacture and installation of our AquaRefining modules, other equipment and fixtures. We have commenced the design of the facility and initiated the selection of a prime contractor to perform the work. We intend to commence construction of the facility within 30 days of the close of this offering. We expect to complete construction and commence commercial operations within ten months of the completion of this offering.

We intend to install with the proceeds of this offering approximately eight AquaRefining modules of our own design and manufacture, and operate the facility at a production capacity of 40 metric tons of lead produced per day. However, in keeping with our modular approach, we intend to commence LAB recycling operations shortly after the first AquaRefining module is delivered, following which, capacity will increase with each subsequent module delivery. We believe that the net proceeds of this offering, together with our cash on hand, will be sufficient to complete the development of the Reno recycling facility, including the manufacture and installation of approximately eight AquaRefining recycling modules. This belief is based on our

current assumptions and estimates concerning the costs of production and manufacture and the availability of materials and labor. If our assumptions or estimates prove to be inaccurate, we may require additional funds in order to complete our Reno facility.

Our near-term goal will be to increase our production at the Reno facility to 80 metric tons of lead per day. To do so, we will need an additional eight AquaRefining modules and building improvements at a total cost of up to approximately $9.5 million, depending on the timing of our receipt of the additional funds. If we are able to acquire additional funds early in the construction process, the incremental cost of building the 80 metric ton per day facility could be as little as approximately $6 million. We intend to seek the additional funds through various financing sources, including the sale of our equity and debt securities and other means of debt financing, with a preference for debt financing. As of the date of this prospectus, we have commenced discussions with various providers of debt financing, including both government and commercial providers of debt financing. However, there can be no assurance that additional debt or equity financing will be available on commercially reasonable terms, if at all.

Results of Operations

We were formed on June 20, 2014 and have not commenced revenue-producing operations. To date, our operations have consisted of the development and limited testing of our AquaRefining process and the development of our business plan. From inception on June 20, 2014 through December 31, 2014, we incurred $231,043 of operations and development costs, consisting primarily of $157,917 of salary and benefits, $62,159 of supplies and overhead and $10,967 for consulting fees. We also incurred $1,175,613 of business development and management costs, consisting primarily of $315,752 of salary and benefits, $735,284 of professional services, $45,922 of depreciation and amortization and $78,655 of insurance, travel and overhead. Other expenses for the period June 20, 2014 through December 31, 2014 included $216,919 of interest expense and $1,172,627 resulting from a change in fair value of derivative liabilities relating to our convertible note financing and the related financing warrants. We incurred a net loss before tax of $2,373,751 for the period from June 20, 2014 through December 31, 2014.

For the three months ended March 31, 2015, we incurred $213,591 of operations and development costs, consisting primarily of $122,219 of salary and benefits, $26,368 of supplies and overhead and $65,004 for consulting fees. We also incurred $471,623 of business development and management costs, consisting primarily of $306,921 of salary and benefits, $79,840 of professional services, $30,663 of depreciation and amortization and $54,199 of insurance, travel and overhead. Other expenses for the three months ended March 31, 2015 included $316,534 of interest expense and $3,896,079 resulting from a change in fair value of derivative liabilities relating to our convertible note financing and the related financing warrants. We incurred a net loss before tax of $4,898,651 for the three months ended March 31, 2015.

Financial Condition

As of March 31, 2015, we had total assets of $5,214,155 and a working capital deficit of $1,735,764. We believe that we require a minimum of $26 million of capital over the next 12 months in order to fund our current business plan, including the development of our initial recycling facility near Reno, Nevada. However, we may require additional capital over the next 12 months, the receipt of which there can be no assurance. In addition, we will require additional capital in order to fund our proposed development of additional AquaRefining recycling facilities. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, licensing fees for our technology, joint ventures with capital partners and project financing of our recycling facilities. In addition, we will consider alternatives to our current business plan that may enable to us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Off Balance Sheet Transactions

We do not have any off-balance sheet transactions.

Critical Accounting Policies

Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Please see Note 1 to our financial statements for a more complete description of our significant accounting policies.

Convertible Instruments. We account for hybrid contracts that feature conversion options in accordance with ASC 815 “Derivatives and Hedging Activities,” (“ASC 815”) and ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”), which require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. We account for convertible instruments that have been determined to be free standing derivative financial instruments (when we have determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

We account for convertible debt instruments, when we have determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options”. We record, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized under the effective interest method over the term of the related debt.

Common Stock Purchase Warrants and Other Derivative Financial Instruments. We classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) providing that such contracts are indexed to our own stock as defined in ASC 815-40 “Contracts in Entity’s Own Equity” (“ASC 815-40”). We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required.

Intangible and Other Long-Lived Assets. Our intangible asset consists of a patent application contributed to us by five founding stockholders. The useful life of the asset has been determined to be ten years and the asset is being amortized. We periodically evaluate our intangible and other long-lived assets for indications that the carrying amount of an asset may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value. In addition to the recoverability assessment, we routinely review the remaining estimated lives of our long-lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the period when such determination is made, as well as in subsequent periods. We performed an impairment analysis on intellectual property for the quarter ended December 31, 2014 and concluded there was no impairment. We determined that the estimated life of the intellectual property properly reflected the current remaining economic life of the asset.

MANAGEMENT

Set forth below are our directors and officers:

Name	Age	Position
Stephen R. Clarke	57	President, Chief Executive Officer and Chairman of the Board
Thomas Murphy	63	Chief Financial Officer and Director
Selwyn Mould	54	Chief Operating Officer
Stephen Cotton	48	Chief Commercial Officer
Stan Kimmel	79	Director
Vincent L. DiVito	55	Director

Stephen R. Clarke is a co-founder of our company and has served as our president, chief executive officer and chairman of our board directors since inception in June 2014. From May 2013 to June 2014, Dr. Clarke, along with Mr. Mould and others, engaged in research and development that ultimately lead to their development of the AquaRefining process. From 2008 to May 2013, Dr. Clarke was employed as the chief executive officer of Applied Intellectual Capital, Ltd., an Isle of Jersey company co-founded by Dr. Clarke in 1999 to engage in the business of incubating and developing electro-chemical technologies. Dr. Clarke holds a Ph.D. in computer simulation and manufacturing management from The University of Aston, UK, a BSc in mechanical engineering from Nottingham Trent University, UK and an MSc/MBA in engineering enterprise management from The University of Warwick, UK.

Dr. Clarke has extensive knowledge of the battery industry and electro-chemical technologies from his senior management position with Applied Intellectual Capital, Ltd. As a result of these and other professional experiences, our board of directors has concluded that Mr. Clarke is qualified to serve as a director.

Thomas Murphy is a co-founder of our company and has served as our chief financial officer and a member of our board directors since inception in June 2014. From May 2013 to June 2014, Mr. Murphy worked alongside Mr. Clarke and Mr. Mould in the development of the AquaRefining process and our current business. From September 2009 to May 2013, Mr. Murphy served as chief financial officer of Applied Intellectual Capital, Ltd. In addition Mr. Murphy has over 30 years’ experience in senior financial positions working in publishing, construction and aviation industries.

Mr. Murphy has extensive knowledge of accounting issues and business operations in the markets in which we operate from his experience as chief financial officer of Applied Intellectual Capital, Ltd. As a result of these and other professional experiences, our board of directors has concluded that Mr. Murphy is qualified to serve as a director.

Selwyn Mould is a co-founder of our company and has served as our chief operating officer since inception in June 2014. From May 2013 to June 2014, Mr. Mould, along with Mr. Clarke and others, engaged in research and development that ultimately lead to their development of the AquaRefining process. From 2008 to May 2013, Mr. Mould served as chief operating officer of Applied Intellectual Capital, Ltd. From 1999 to 2007, Mr. Mould served as head of supply chain for Group Lotus Plc, the sports car manufacturer and engineering consultant. Prior to that he was head of logistics for Pilkington Plc. In his earlier career, Mr. Mould was a production manager for Chloride Industrial Batteries Ltd. Mr. Mould holds an MA in natural sciences from the University of Cambridge with a major in chemistry.

Stephen Cotton has served as our chief commercial officer since January 2015. Mr. Cotton co-founded Canara, Inc. in December 2001 and served as its chief executive officer through the sale of the company to a private equity firm in June 2012, after which he served as executive chairman until April 2014. Canara is a global provider of stationary battery systems with integrated monitoring systems and cloud-based monitoring services to many of the largest data center operators. From April 2014 to January 2015, Mr. Cotton managed his private investments.

Stan Kimmel has served as a member of our board of directors since May 2015. Mr. Kimmel has over 50 years of experience in the engineering and construction industry with a primary focus on design, construction and startup of first-of-a-kind processes, primarily in the fuels, energy, and chemical industries. From 1965 to 1998, Mr. Kimmel was employed by Fluor Corporation, an international engineering and construction company. From 1988 to 1998, Mr. Kimmel served as vice president of technology where he was responsible for a wide-range of technical and business development activities. Mr. Kimmel’s responsibilities as vice president of technology included environmental engineering and identification and first-time engineering of commercially promising new technologies with a focus on advanced power and energy systems. Since 1998, Mr. Kimmel has been engaged

as an independent consultant on technical, business planning and management matters for the fuels, energy, and chemical industries.

Mr. Kimmel has extensive knowledge of the design, engineering and construction of first-of-a-kind processes, primarily in the fuels, energy, and chemical industries, from his senior management position with Fluor Corporation. As a result of these and other professional experiences, our board of directors has concluded that Mr. Kimmel is qualified to serve as a director.

Vincent L. DiVito has served as a member of our board of directors since May 2015. Since April 2010, Mr. DiVito has served as the owner and chief executive officer of Vincent L. DiVito, Inc., a financial and management consulting firm. From January 2008 to April 2010, Mr. DiVito served as president of Lonza America, Inc., a global life sciences chemical business headquartered in Allendale, New Jersey, and also served as chief financial officer and treasurer of Lonza America, Inc. from September 2000 to April 2010. Lonza America, Inc. is part of Lonza Group, whose stock is traded on the Swiss Stock Exchange. From 1990 to September 2000, Mr. DiVito was employed by Algroup Wheaton, a global pharmaceutical and cosmetics packaging company, first as its director of business development and later as its vice president and chief financial officer. Mr. DiVito is a certified public accountant and certified management accountant and is a National Association of Corporate Directors Board Leadership Fellow. He has served on the board of directors and chairman of the audit committee of Entertainment Gaming Asia Inc., a Nasdaq listed company gaming company, since October 2005 and also served as a member of the board of directors of Riviera Holdings Corporation, formerly an AMEX listed gaming and resort company, from July 2002 until the consummation of a change in control of the corporation in March 2011.

Mr. DiVito has extensive knowledge of accounting and corporate governance issues from his experience serving on various corporate boards of directors and has extensive operational knowledge as a result of his experience as a senior executive officer of major corporations. As a result of these and other professional experiences, our board of directors has concluded that Mr. DiVito is qualified to serve as a director.

Board Composition

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of four authorized members.

Generally, under the listing requirements and rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of this offering. Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that, other than Mr. Clarke and Mr. Murphy, by virtue of their executive officer positions, none of our directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making this determination, our board of directors considered the current and prior relationships that each nonemployee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each nonemployee director. Accordingly, only 50% of our directors are independent, as required under applicable Nasdaq Stock Market rules. We intend that within one year from the completion of this offering the composition of our board of directors will include a majority of directors under the rules of the Nasdaq Stock Market.

Our board of directors intends to establish an audit committee, a compensation committee, and a nominating and corporate governance committee, each under a written charter that will satisfy the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market.

Compensation Committee Interlocks and Insider Participation

Neither of our independent directors, Stan Kimmel or Vincent L. DiVito, is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors.

Executive Compensation

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to, our executive officers for the year ended December 31, 2014. In reviewing the table, please note that:

• We commenced operations in June 2014 and commenced paying compensation to our executive officers in August 2014; and

• Mr. Cotton commenced his employment with us in January 2015.

Name and Principal Position	Year	Salary		Bonus	Stock Awards	Option Awards	All Other Compensation	Total
Stephen Clarke, CEO	2014	$	131,167	—	—	—	—	$	131,167
Selwyn Mould, COO	2014	$	119,167	—	—	—	—	$	119,167
Thomas Murphy, CFO	2014	$	106,667	—	—	—	—	$	106,667
Stephen Cotton, CCO	2014		—	—	—	—	—		—

Narrative Disclosure to Summary Compensation Table

We have entered into executive employment agreements with each of our executive officers. Pursuant to the employment agreements, we compensate our executive officers at the annual rate of $280,000 for Dr. Clarke and $250,000 for Messrs. Mould, Murphy and Cotton. The employment agreements entitle each officer to reasonable and customary health insurance and other benefits, at our expense, and a severance payment in the amount of two-times their then annual salary and related benefits in the event of our termination of their employment without cause or their resignation for good reason. Each employment agreement provides for intellectual property assignment and confidentiality provisions that are customary in our industry.

In April 2015, we granted Mr. Cotton options to purchase 315,000 shares of our common stock over a five-year period at an exercise price of $3.23 per share. Mr. Cotton’s options vest and first become exercisable over a three-year period commencing on the first anniversary of the date of grant. Mr. Cotton’s options were granted pursuant to our 2014 Stock Incentive Plan. As of the date of this prospectus, we have not granted any other equity awards to our executive officers.

Compensation of Directors

We do not compensate any of our executive directors for their service as a director and we have not adopted any policies or plans with regard to the compensation of our independent directors. However, in connection with the appointment of our current independent directors in April 2015, we agreed to compensate each of the independent directors as follows:

• We have granted Vincent DiVito options to purchase 24,038 shares of our common stock over a five-year period at an exercise price of $3.23 per share and agreed to pay him annually cash in the amount of $50,000; and

• We have granted Stan Kimmel options to purchase 19,230 shares of our common stock over a five-year period at an exercise price of $3.23 per share and agreed to pay him annually cash in the amount of $40,000.

The directors’ options were granted pursuant to our 2014 Stock Incentive Plan. The options vest and first become exercisable over a three-year period commencing one year from the date of grant. The above-described cash payments are in lieu of attendance fees, however we intend to reimburse our independent directors for their reasonable expenses incurred in connection with attending meetings of our board of directors.

Related Party Transactions

In November 2014, we purchased $18,750 in shop tools and $8,195 in shop supplies from AIC Labs, Inc., a wholly-owned subsidiary of AIC Nevada, Inc., a holder of more than 5% of our issued common shares.

Except as set forth above, we have not entered into any transactions with any of our directors, officers, beneficial owners of five percent or more of our common shares, any immediate family members of the foregoing or entities of which any of the foregoing are also officers or directors or in which they have a material financial interest, other than the compensatory arrangements described elsewhere in this prospectus.

We have adopted a policy that any transactions with directors, officers, beneficial owners of five percent or more of our common shares, any immediate family members of the foregoing or entities of which any of the foregoing are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of our board.

Limitation of Liability of Directors and Indemnification of Directors and Officers

The Delaware General Corporation Law provides that corporations may include a provision in their certificate of incorporation relieving directors of monetary liability for breach of their fiduciary duty as directors, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of a dividend or unlawful stock purchase or redemption, or (iv) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation provides that directors are not liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. In addition to the foregoing, our bylaws provide that we may indemnify directors, officers, employees or agents to the fullest extent permitted by law and we have agreed to provide such indemnification to each of our directors.

The above provisions in our certificate of incorporation and bylaws and in the written indemnity agreements may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their fiduciary duty, even though such an action, if successful, might otherwise have benefited us and our stockholders. However, we believe that the foregoing provisions are necessary to attract and retain qualified persons as directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this prospectus by:

• each person who is known by us to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

• each of our directors and executive officers; and

• all directors and executive officers as a group.

The beneficial ownership of each person was calculated based on _____________ common shares issued and outstanding prior to the offering, including 4,800,000 shares issued and outstanding as of the date of this prospectus and _____ shares issuable upon the conversion of our outstanding convertible notes as of March 31, 2015. The SEC has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of the date of this prospectus, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness. Two or more persons might count as beneficial owners of the same share. Unless otherwise indicated, the address for each reporting person is 501 23rd Avenue, Oakland, California 94606.

Name of Director or Executive Officer	Number of Shares		Percentage Owned Prior to Offering(1)	Percentage Owned After Offering(2)
Stephen R. Clarke	1,909,814	(3)	%	%
Selwyn Mould	864,000		%	%
Thomas Murphy	864,000		%	%
Stephen Cotton	110,133	(4)	%	*
Stan Kimmel	—	(5)	%	%
Vincent L. DiVito	—	(6)	%	%
Directors and executive officers as a group	3,747,947		%	%

____________

* Less than 1%.____________

____________

Name and Address of 5% + Holders	Number of Shares		Percentage Owned Prior to Offering(1)	Percentage Owned After Offering(2)
AIC Nevada, Inc.	805,814		%	%
Michael King	480,000		%	%
Liquid Patent Consulting, LLC 4551 Glencoe Avenue, Suite 150 Marina Del Rey, CA 90292	480,000	(7)	%	%

____________

1 Assumes the issuance of ______ shares of our common stock issuable upon the conversion of our convertible notes.

2 Assumes the sale of __________ shares of our common stock in the present offering.

3 Includes 805,814 common shares held by AIC Nevada, Inc. Mr. Clarke is a director of AIC Nevada, Inc. and, therefore, is considered to be the beneficial owner of those shares.

4 Excludes 315,000 shares underlying an outstanding option subject to vesting.

5 Excludes 19,230 shares underlying an outstanding option subject to vesting.

6 Excludes 24,038 shares underlying an outstanding option subject to vesting.

7 Represents shares issuable upon exercise of an outstanding warrant.

ESTIMATED USE OF PROCEEDS

After the payment of underwriting discounts of 10% on the sale of the shares offered hereby and estimated offering expenses of $600,000, the net proceeds of this offering will be approximately $26,400,000. We intend to apply the estimated net proceeds of the offering as follows:

	Amount		Percent
Build and equip a recycling facility near Reno, Nevada	$	22,500,000	85	%
Tenant improvements and equipment for office and manufacturing facility in Alameda, California	$	500,000	2	%
Patent and trademark filings	$	200,000	1	%
Working Capital	$	3,200,000	12	%
Total Net Proceeds	$	26,400,000	100	%

We believe that the net proceeds of this offering, together with our cash on hand, will be sufficient to complete the development of the Reno recycling facility, described in the section at “Our Business - Our First Recycling Facility, Reno Nevada”, including the manufacture and installation of approximately eight AquaRefining recycling modules with a capacity, as a group, to produce approximately 40 metric tons of lead per day. This belief is based on our current assumptions and estimates concerning the costs of production and manufacture and the availability of materials and labor. If our assumptions or estimates prove to be inaccurate, we may require additional funds in order to complete our Reno facility. In addition, the expected allocation of net proceeds set forth above represents our best estimates based upon our present plans and our assumptions regarding industry conditions and our anticipated future revenues and expenditures. We may find it necessary to reallocate some of the proceeds within the above-described categories or to use portions thereof for other purposes in order to carry out our business plan if those assumptions change.

If the underwriter exercises its right to purchase additional ___ shares of common stock to cover over-allotments, we may receive up to an additional $2.7 million, after deducting $300,000 for underwriting discounts. We intend to apply any net proceeds from the exercise of the overallotment option to working capital. Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2015 on:

• an actual basis;

• a pro forma basis, giving effect to the automatic conversion of $6.0 million principal amount, net, of our convertible notes, and $154,356 of accrued interest thereon as of March 31, 2015, into ______ shares of common stock and the resulting elimination of the derivative liability related to the debt, each to be effective immediately upon the consummation of this offering as if such conversions had occurred on March 31, 2015; and

• a pro forma as adjusted basis to reflect, in addition, our sale of _________ shares of common stock in this offering at the initial public offering price of $____ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the information in this table together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

	As of March 31, 2015
	Actual			Pro Forma(1)			Pro Forma As Adjusted
Convertible notes(2)	$	5,317,942		$	—		$	—
Derivative liabilities		5,280,861			511,343			—
Stockholders’ (deficit) equity:
Common stock, $0.001 par value, 50,000,000 shares authorized, 4,800,000 shares issued and outstanding, actual; _______ shares issued and outstanding, pro forma; _______ shares issued and outstanding, pro forma as adjusted		4,800			8,611
Additional paid-in capital		1,598,095			12,518,157
Accumulated earnings (deficit)		(7,272,402	)		(7,954,459	)
Total stockholders’ (deficit) equity		(5,669,507	)		4,572,308
Total capitalization	$	4,929,296			5,083,652

____________

(1) The pro forma column reflects (i) the automatic conversion of $6.0 million principal amount, net, of our convertible notes, and $154,356 of accrued interest thereon as of March 31, 2015, into an aggregate of _________ shares of common stock and reclassified to common stock and additional paid in capital, and (ii) the reclassification of $4,769,517 of derivative liability related to the convertible notes to additional paid in capital.

(2) Convertible notes is shown net of a debt discount of $682,057 attributed to financing costs associated with our convertible notes. These notes will be converted into shares of common stock immediately upon the consummation of this offering and therefore have been excluded from the pro forma and pro forma as adjusted convertible notes balances.

The number of shares of our common stock to be outstanding after this offering is based on _________ shares of our common stock outstanding as of March 31, 2015 (including 4,800,000 shares of common stock outstanding as of the date of this prospectus and ________ shares common stock issuable upon conversion of our convertible notes as of March 31, 2015), and excludes:

• 624,268 shares of our common stock issuable upon exercise of options granted pursuant to our 2014 Stock Incentive Plan;

• 722,291 shares of our common stock issuable upon exercise of outstanding warrants;

• up to _________ shares issuable pursuant to the underwriter’s over-allotment option;

• 875,732 shares of our common stock reserved for future grants pursuant to our 2014 Stock Incentive Plan; and

• the shares of our common stock issuable upon exercise of the underwriter’s warrant.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after the completion of this offering.

As of March 31, 2015, our pro forma net tangible book deficit was approximately $(6.8) million, or $(____) per share of common stock. Our pro forma net tangible book deficit per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of March 31, 2015, assuming the conversion of $6,154,356 million amount of indebtedness relating to our convertible notes and related interest into _______ shares of common stock and the resulting elimination of the derivative liability related to the debt and write-off of unamortized debt issuance cost, each effective upon the completion of this offering.

After giving effect to our sale in this offering of ______ shares of our common stock, at the initial public offering price of $____ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2015 would have been approximately $___ million, or $___ per share of our common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $___ per share to our existing stockholders and an immediate dilution of $___ per share to investors purchasing shares in this offering.

The following table illustrates this dilution:

Initial public offering price per share	$
Pro forma net tangible book value per share as of March 31, 2015, before giving effect to this offering	$	(	)
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share, after giving effect to this offering	$
Dilution per share to new investors purchasing shares in this offering	$

If the underwriter exercises its over-allotment option in full, the pro forma as adjusted net tangible book value per share of our common stock would be $___ per share, and the dilution per share to new investors purchasing shares in this offering would be $____ per share.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2015 after giving effect to (i) the automatic conversion of $6.0 million principal amount, net, of indebtedness related to our convertible notes into shares of common stock and (ii) completion of this offering at the initial public offering price of $___ per share, the difference between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid, before deducting underwriting discounts and commissions and estimated offering expenses:

	Shares Purchased			Total Consideration			Average Price
	Number	Percent		Amount	Percent		Per Share
Existing stockholders		%		$	%		$
New public investors							$
Total		100.0	%	$	100.0	%

To the extent that our outstanding warrants are exercised, investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriter’s over-allotment option. If the underwriter exercises its over-allotment option in full, our existing stockholders would own ___% and our new investors would own ___% of the total number of shares of our common stock outstanding upon the completion of this offering.

• 624,268 shares of our common stock issuable upon exercise of options granted pursuant to our 2014 Stock Incentive Plan;

• 722,291 shares of our common stock issuable upon exercise of outstanding warrants;

• up to _________ shares issuable pursuant to the underwriter’s over-allotment option;

• 875,732 shares of our common stock reserved for future grants pursuant to our 2014 Stock Incentive Plan; and

• the shares of our common stock issuable upon exercise of the underwriter’s warrant.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50300,000,000 shares of $0.001 par value common stock. As of the date of this prospectus, there are 4 9,~~800~~446,~~000~~ 105 shares of ~~our~~ common stock issued and outstanding. ~~Except as described below, there are no other agreements or outstanding options, warrants or similar rights that entitle their holder to acquire from us any of our equity securities.~~

Holders of shares of common stock are entitled to one vote per share on all matters to be voted upon by the ~~shareholders~~ stockholders generally. ~~Shareholders~~Stockholders are entitled to receive such dividends as may be declared from time to time by the board of directors out of funds legally available ~~therefore~~therefor, and in the event of liquidation, dissolution or winding up of the company to share ratably in all assets remaining after payment of liabilities. The holders of shares of common stock have no preemptive, conversion, subscription ~~rights~~ or cumulative voting rights.

Record Holders

As of the date of this prospectus, our outstanding shares of common stock were held of record by nine stockholders.

Dividends

We do not anticipate the payment of cash dividends on our common stock in the foreseeable future.

~~Senior~~Anti-Takeover ~~Secured Convertible~~Effects ~~Promissory~~of ~~Notes~~Certain Provisions of Our Certificate of Incorporation and Bylaws and Delaware General Corporation Law

InProvisions ~~October~~of ~~2014,~~our wecertificate ~~issued senior~~of ~~secured~~incorporation ~~convertible~~and ~~promissory~~bylaws ~~notes,~~and ~~which~~applicable weprovisions ~~refer to as our “convertible notes”, in the aggregate principal amount~~ of $6Delaware ~~million.~~law ~~The~~may ~~interest~~delay ~~accrues~~or ondiscourage ~~the~~transactions ~~unpaid~~involving ~~principal amount~~an ~~under~~actual ~~the~~or ~~convertible~~potential ~~notes~~change atin ~~the~~control ~~rate~~or ofchange ~~six~~in ~~percent~~our ~~(6%) per year~~management, ~~except~~including ~~during~~transactions ~~any event of default under the convertible notes~~ in which ~~case~~stockholders ~~the~~might ~~interest~~otherwise ~~rate~~receive ~~shall~~a bepremium ~~twelve~~for ~~percent~~their ~~(12%) per~~shares, ~~year.~~or ~~All~~transactions ~~principal~~that ~~and~~our ~~interest~~stockholders ~~under~~might ~~the~~otherwise ~~convertible~~deem ~~notes are~~to ~~due~~be ~~and~~in ~~payable~~their onbest ~~December 31, 2015~~interests. ~~All~~The ~~principal~~provisions ~~and interest~~in ~~under~~our ~~the~~certificate ~~convertible notes are convertible into shares~~ of ~~common~~ ~~stock~~incorporation asand ~~follows~~bylaws:

• ~~Upon~~ ~~the~~limit ~~consummation~~who ofmay call stockholder meetings; • do not provide for cumulative voting rights; • establish an ~~initial~~ ~~public~~advance ~~offering~~notice byprocedure ~~us,~~for ~~all~~stockholders' ~~principal~~proposals ~~and~~to ~~interest~~be ~~shall automatically~~brought ~~convert~~before atan ~~50%~~annual meeting, including proposed nominations of ~~the~~persons ~~IPO~~for ~~price,~~election ~~provided,~~to ~~however~~our board of directors, in noand ~~event~~• ~~shall~~provide ~~the~~that ~~conversion~~all ~~price~~vacancies may be ~~greater~~filled ~~than~~by ~~$2.27~~the ~~nor~~ affirmative vote of a majority of directors then in office, even if less than ~~$1.52~~a ~~per share;~~quorum.

• In ~~the~~ ~~event~~addition, Section 203 of athe ~~subsequent~~Delaware ~~private~~General ~~placement~~Corporation ~~approved~~Law bymay ~~the~~limit ~~holders of~~our 50ability to engage in any business combination with a person who beneficially owns 15% or more of ~~the~~our ~~aggregate~~outstanding ~~principal~~voting ~~amount~~stock ofunless ~~all~~certain ~~convertible notes,~~conditions ~~all~~are ~~principal~~satisfied. ~~and~~This ~~interest~~restriction ~~shall~~lasts ~~automatically~~for ~~convert~~a ~~at 50%~~period of three years following the ~~offer~~share ~~price~~acquisition. inThese provisions may have the ~~subsequent~~effect ~~private~~of ~~placement, provided,~~entrenching ~~however,~~our inmanagement noteam ~~event~~and ~~shall~~may deprive you of the ~~conversion~~opportunity ~~price~~to ~~be greater~~sell ~~than~~your ~~$2.27~~shares ~~nor~~to ~~less~~potential ~~than~~acquirers $1at a premium over prevailing prices.52 ~~per~~This ~~share;~~potential ~~and~~inability to obtain a control premium could reduce the price of our common stock.

~~• Until~~Exclusive ~~the~~Forum ~~10th day prior to the consummation of an IPO by us, a holder of the convertible note, at its option, may convert at a conversion price of $2.27 per share.~~Selection

WeOur ~~granted~~bylaws provide that, unless we consent in writing to the ~~holders~~selection of ~~the~~an ~~convertible~~alternative ~~notes~~forum, ~~one-time~~the ~~demand registration~~Court ~~rights~~of ~~exercisable~~Chancery byof the ~~holders~~State of ~~50%~~Delaware orshall ~~more~~be of the ~~aggregate~~sole ~~principal~~and ~~amount~~exclusive offorum ~~all~~for ~~notes~~(i) ~~and~~any ~~certain~~derivative ~~piggyback registration~~action ~~rights.~~or ~~However~~proceeding brought on our behalf, ~~the~~(ii) ~~note~~any ~~holders~~action ~~have~~asserting ~~agreed~~a ~~that~~claim ~~in connection~~of ~~with~~breach ~~the~~of ~~present~~fiduciary ~~offering~~duty ~~the~~owed ~~holders~~by any of ~~the~~our ~~notes~~directors, ~~will not~~officers ~~sell~~or other employees to us or our stockholders, ~~transfer~~(iii) any action asserting a claim against us or ~~pledge~~any our directors, officers or ~~offer~~other toemployees doarising pursuant to any provision of the ~~same, directly~~Delaware General Corporation Law or ~~indirectly~~our certificate of incorporation or bylaws, or (iv) any ofaction asserting a claim against us or any our ~~securities~~directors, ~~for~~officers aor ~~period~~other ~~180~~employees ~~days following~~governed by the ~~date~~internal ofaffairs ~~this~~doctrine. ~~offering,~~This ~~which~~forum ~~may~~selection beprovision ~~extended~~in ~~under certain~~our ~~circumstances~~bylaws ~~for~~may uplimit our stockholders’ ability to obtain a ~~total~~favorable judicial forum for disputes with us or any of ~~216~~our ~~days~~directors, ~~following~~officers ~~this offering~~or other employees.

WeListing ~~have~~on ~~issued and outstanding convertible promissory notes in~~ the ~~aggregate~~Nasdaq ~~principal amount~~Capital of $6 million, with accrued and unpaid interest as of March 31, 2015 in the amount of $154,356. Pursuant to the terms of our convertible notes, all principal and accrued interest under the notes will automatically convert into shares of our common stock, at the conversion price of __$ per share.Market

~~Stock~~The ~~Incentive Plan~~common stock is listed on The Nasdaq Capital Market under the symbol “AQMS.”

We have adopted the Aqua Metals 2014 Stock Incentive Plan providing for the grant of non-qualified stock options and incentive stock options to purchase shares of our common stock and for the grant of restricted and unrestricted share grants. We have reserved 1,500,000 shares of our common stock under the plan. The purpose of the plan is to provide eligible participants with an opportunity to acquire an ownership interest in our company. All officers, directors, employees and consultants to our company are eligible to participate under the plan. The plan provides that options may not be granted at an exercise price less than the fair market value of our common shares on the date of grant. As of the date of this prospectus, we have granted options to purchase an aggregate of 624,268 shares of our common stock at an exercise price of $3.23 per share.

Warrants

Upon the completion of this offering, we will have outstanding the following warrants to purchase shares of our common stock:

• warrants to purchase 480,000 shares of our common stock at an exercise price of $0.003 per share, which warrants were issued on September 8, 2014 to Liquid Patent Consulting, LLC as consideration for consulting services, (some of which warrants were subsequently transferred by Liquid Patent Consulting, LLC to other persons);

• warrants to purchase 242,291 shares of our common stock at an exercise price of $2.72 per share, which warrants were issued on October 31, 2014 to National Securities Corporation as consideration for financial advisory services in connection with our October 2014 convertible note financing, (some of which warrants were subsequently transferred by National Securities Corporation to other persons); and

• the underwriter’s warrant to purchase a number of shares of our common stock equal to 10% of the number of shares of common stock sold in this offering, including the over-allotment, at an exercise price equal to 120% of the price of the common stock sold in this offering.

The warrants contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. The holders of the shares issuable upon exercise of the warrants are entitled to registration rights with respect to such shares as described in greater detail under the heading “—Registration Rights” below.

Registration Rights

Following the completion of this offering, certain holders of an aggregate of _____ shares of our common stock, or their permitted transferees, are entitled to rights with respect to the registration under the Securities Act of their shares of common stock, including demand registration rights and piggyback registration rights. These rights are provided under the terms of two registration rights agreements between us and the holders of our capital stock. In any registration made pursuant to these agreements, all fees, costs and expenses of the registrations will be borne by us, and all selling expenses, including estimated underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

In connection with our October 2014 convertible note financing, in which we issued $6.0 million principal amount of our convertible notes, which notes will automatically convert into an aggregate of _____ shares of our common stock effective upon the completion of this offering. We entered into a registration rights agreement with the convertible note purchasers pursuant to which we will be required, upon the written request at any time more than 180 days after the completion of this offering by the holders of at least 50% of the shares that are entitled to registration rights under the agreement, to register, as soon as practicable, all or a portion of these shares for public resale. We are required to effect only one registration pursuant to this provision of the registration rights agreement. These demand registration rights terminate as to each investor when their shares subject to the registration rights agreement may be sold by the investor pursuant to Rule 144 under the Securities Act without regard to both the volume limitations for sales as provided in Rule 144.

In connection with our issuance to Liquid Patent Consulting, LLC of warrants to purchase 480,000 shares of our common stock and our issuance to National Securities Corporation of a warrant to purchase an aggregate 242,291 shares of our common stock in connection with the October 2014 private placement of convertible notes, we entered into a registration rights agreement with Liquid Patent Consulting, LLC and National Securities Corporation pursuant to which we will be required, upon the written request at any time more than 180 days after the completion of this offering by the holders of at least 50% of the shares that are entitled to registration rights under that agreement and the registration rights agreement entered into with the convertible note investors, as a group, to register, as soon as practicable, all or a portion of these shares for public resale. We are required to effect only one registration pursuant to this provision of the registration rights agreement. These demand registration rights terminate as to each stockholder when their shares subject to the registration rights agreement may be sold by the investor pursuant to Rule 144 under the Securities Act without regard to both the volume limitations for sales as provided in Rule 144.

In addition, the two above-mentioned registration rights agreements each contain piggyback registration rights with respect our capital stock held by these investors. These piggyback registration rights terminate with respect to each stockholder when their shares subject to the registration rights agreement may be sold by the stockholder pursuant to Rule 144 under the Securities Act without regard to both the volume limitations for sales as provided in Rule 144.

If we register any of our securities for our own account, after the completion of this offering, the holders of these shares are entitled to include their shares in the registration. Both we and the underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to limitations set forth in the respective agreements with these investors.

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Charter Documents

The following is a summary of certain provisions of Delaware law, our Certificate of Incorporation and our bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our Certificate of Incorporation and bylaws.

Effect of Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder, unless:

• prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and officers and by excluding employee stock plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to that date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines “business combination” to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• subject to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

Effect of California Corporation Long-Arm Statute. We are a Delaware corporation, governed by the Delaware General Corporation Law; however, our headquarters, property and officers are located in California. Section 2115 of the California Corporations Code (the “California Corporation Long-Arm Statute”) purports to impose on corporations like us certain portions of California’s laws governing corporations formed under the laws of the State of California. While disputes have arisen regarding the enforceability of the California Corporation Long-Arm Statute, the statute purports to apply the California Corporations Code in the following areas of governance to corporations that meet the test for applicability for the California Corporation Long-Arm Statute: Chapter 1 (general provisions and definitions), to the extent applicable to the following

provisions; Section 301 (annual election of directors); Section 303 (removal of directors without cause); Section 304 (removal of directors by court proceedings); Section 305, subdivision (c) (filling of director vacancies where less than a majority in office elected by shareholders); Section 309 (directors’ standard of care); Section 316 (excluding paragraph (3) of subdivision (a) and paragraph (3) of subdivision (f)) (liability of directors for unlawful distributions); Section 317 (indemnification of directors, officers, and others); Sections 500 to 505, inclusive (limitations on corporate distributions in cash or property); Section 506 (liability of shareholder who receives unlawful distribution); Section 600, subdivisions (b) and (c) (requirement for annual shareholders’ meeting and remedy if same not timely held); Section 708, subdivisions (a), (b), and (c) (shareholder’s right to cumulate votes at any election of directors); Section 710 (supermajority vote requirement); Section 1001, subdivision (d) (limitations on sale of assets); Section 1101 (provisions following subdivision (e)) (limitations on mergers); Section 1151 (first sentence only) (limitations on conversions); Section 1152 (requirements of conversions); Chapter 12 (commencing with Section 1200) (reorganizations); Chapter 13 (commencing with Section 1300) (dissenters’ rights); Sections 1500 and 1501 (records and reports); Section 1508 (action by Attorney General); Chapter 16 (commencing with Section 1600) (rights of inspection).

We believe it is likely that we meet the test for the application of the California Corporation Long-Arm Statute and do not anticipate a specific time in the future when we would not meet such test. The California Corporation Long-Arm Statute, if applicable, would purport to require a different outcome for certain important activities fundamental to the governance of corporations, and you are encouraged to review the effect of the California Long-Arm Statute to determine whether the differences from the Delaware General Corporation Law are important to you.

Our Charter Documents. Our charter documents include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders. Certain of these provisions are summarized in the following paragraphs.

Effects of authorized but unissued common stock. One of the effects of the existence of authorized but unissued common stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

Cumulative Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.

Vacancies. Our Certificate of Incorporation provides that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Special Meeting of Stockholders and Stockholder Action by Written Consent. A special meeting of stockholders may only be called by our president, board of directors or such officers or other persons as our board may designate at any time and for any purpose or purposes as shall be stated in the notice of the meeting. Our charter documents do not allow stockholders to take action by written consent. Therefore, stockholders, without the assistance of management, will be unable to propose a vote on any transaction that would delay, defer or prevent a change of control, even if the transaction were in the best interests of our stockholders.

Forum Selection. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.

Transfer Agent and Registrar

~~Upon~~The ~~the closing of this offering, the~~ transfer agent and registrar for ~~our~~the common stock ~~will~~is be VStock Transfer, LLC, ~~located at~~ 18 Lafayette Place, Woodmere, New York 11598.

3915

Table of Contents

~~SHARES~~SELLING ~~ELIGIBLE FOR FUTURE SALE~~STOCKHOLDER

~~Prior~~This prospectus relates to ~~this~~the ~~offering,~~possible ~~there~~resale ~~has~~by ~~been~~the noselling ~~public~~stockholder, ~~market~~Lincoln ~~for~~Park, of up to 2,000,000 shares of our common stock., ~~Future~~consisting ~~sales~~ of: ~~substantial~~(i) 227,175 ~~amounts~~Commitment ofShares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock, ~~including~~under ~~shares~~the ~~issued~~Purchase ~~upon~~Agreement ~~the~~and ~~exercise~~(ii) up to 1,772,825 shares of ~~outstanding~~ ~~warrants~~common stock that we have reserved for issuance and ~~options,~~sale into Lincoln Park under the ~~public~~Purchase ~~market~~Agreement ~~after~~from ~~this offering,~~time orto ~~the~~time ~~possibility~~from ofand ~~these~~after ~~sales~~the ~~occurring~~Commencement Date, ~~could adversely~~if ~~affect~~and ~~the~~when ~~prevailing~~we ~~market~~determine ~~price~~to ~~for~~sell shares of our common stock or ~~impair~~to ~~our~~Lincoln ~~ability~~Park tounder ~~raise~~the ~~equity~~Purchase ~~capital~~Agreement.

~~Upon~~We are filing the ~~completion~~registration statement of which this ~~offering,~~prospectus is a ~~total~~part ofpursuant ~~_________~~to ~~shares~~ the provisions of ~~common~~the ~~stock~~Registration ~~will~~Rights beAgreement, ~~outstanding~~which we entered into with Lincoln Park on May 15, ~~assuming~~2025 ~~the~~concurrently ~~automatic conversion~~with our execution of ~~all~~the ~~outstanding~~Purchase ~~convertible~~Agreement, ~~notes~~in ~~into~~which we agreed to provide certain registration rights with respect to resales by Lincoln Park of the shares of our common stock inthat ~~connection~~have ~~with~~been ~~the~~or ~~completion~~may ofbe ~~this~~issued ~~offering~~to Lincoln Park under the Purchase Agreement. ~~All~~ ~~______~~The selling stockholder may sell some, all or none of the shares of common stock ~~sold~~included in this ~~offering~~prospectus. byWe ~~us,~~do ~~plus any~~not ~~shares~~know ~~sold~~how ~~upon~~long ~~exercise of~~ the ~~underwriter’s over-allotment~~selling ~~option,~~stockholder will behold ~~freely~~the ~~tradable~~shares inof ~~the~~our ~~public~~common ~~market without~~stock ~~restriction~~before orselling ~~further~~them, ~~registration~~and ~~under~~we ~~the~~currently ~~Securities Act,~~have ~~unless~~no ~~these~~agreements, ~~shares~~arrangements ~~are~~or ~~held~~understandings bywith ~~“affiliates,”~~the ~~as that~~selling ~~term~~stockholder isregarding ~~defined~~the insale ~~Rule~~of ~~144~~any ~~under~~of the ~~Securities~~shares ~~Act~~of common stock. See “Plan of Distribution.”

The ~~remaining~~table ~~______~~below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock ~~will~~by ~~be “restricted~~the ~~securities,”~~selling stockholder as ~~that~~of ~~term~~May is30, ~~defined~~2025. ~~in Rule~~The ~~144~~percentages ~~under~~of ~~the~~shares ~~Securities~~owned ~~Act.~~before ~~These~~and ~~restricted~~after ~~securities~~the offering are ~~eligible~~ ~~for~~based ~~public~~on ~~sale~~9,673,280 shares ~~only~~of ifcommon ~~they~~stock ~~are~~outstanding ~~registered~~as ~~under~~of May 30, 2025, which includes the ~~Securities~~ ~~Act~~227,175 orCommitment ifShares ~~they~~that ~~qualify~~we ~~for~~issued anto ~~exemption~~Lincoln ~~from registration~~Park ~~under~~on ~~Rules~~May ~~144~~15, or2025 ~~701~~following ~~under~~our execution of the ~~Securities~~Purchase ~~Act~~Agreement on May 15, ~~which are~~2025. ~~summarized~~The information in the table below with respect to the selling stockholder has been obtained from the selling stockholder.

~~Subject~~Beneficial toownership ~~the~~is ~~lock-up~~determined ~~agreements~~in ~~described~~accordance ~~below~~with ~~and~~ the ~~provisions~~ rules of ~~Rules~~the ~~144~~SEC and ~~701~~includes ~~under~~voting ~~the~~or ~~Securities~~investment ~~Act,~~power ~~these restricted~~with ~~securities~~respect ~~will~~to beshares. ~~available~~Unless ~~for~~otherwise ~~sale~~indicated below, to our knowledge, all persons named in the ~~public market~~table ~~beginning~~have ~~more~~sole ~~than~~voting ~~180~~and ~~days~~investment ~~after~~power ~~the~~with ~~date~~respect to their shares of common stock. The inclusion of any shares in this ~~prospectus~~ table does not constitute an admission of beneficial ownership for the person named below.

~~Rule~~Throughout ~~144~~this prospectus, when we refer to the shares of common stock being offered for resale by the Selling Stockholder, we are referring to the shares of common stock that have been and may be issued and sold by us to Lincoln Park pursuant to the Purchase Agreement, unless otherwise indicated.

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

Name of Selling Stockholder

Number of Shares of

Common Stock Owned

Prior to Offering⁽²⁾

Maximum Number of Shares of Common Stock to be Offered

Pursuant to this Prospectus⁽³⁾

Number of Shares of

Common Stock Owned

After Offering⁽⁴⁾

Number

Percent

Number

Percent

Lincoln Park Capital Fund, LLC⁽¹⁾

227,175

2.3%

2,000,000

2.3%

In(1) ~~general,~~Josh ~~under~~Scheinfeld ~~Rule~~and ~~144~~Jonathan Cope, asthe ~~currently~~Managing inMembers ~~effect,~~of ~~our~~Lincoln ~~affiliates or~~Park ~~persons~~Capital, ~~selling~~LLC, ~~shares~~the onmanager ~~behalf~~ of ~~our~~Lincoln ~~affiliates~~Park Capital Fund, LLC, are ~~entitled~~ deemed to ~~sell~~be ~~upon~~beneficial ~~expiration~~owners of all of the ~~lock-up~~shares ~~agreements~~of ~~described~~common ~~below~~stock owned directly by Lincoln Park Capital Fund, ~~within~~ ~~any~~LLC. ~~three-month~~Messrs. ~~period~~Cope ~~beginning~~and 90Scheinfeld ~~days~~have ~~after~~shared voting and investment power over the ~~date~~shares of ~~this~~ ~~prospectus,~~common astock ~~number~~being ofoffered ~~shares~~under ~~that~~the ~~does~~registration ~~not~~statement ~~exceed~~filed with the ~~greater~~ SEC in connection with the transactions contemplated under the Purchase Agreement and the Registration Rights Agreement. Neither Lincoln Park Capital, LLC nor Lincoln Park Capital Fund, LLC is a licensed broker dealer or an affiliate of: a licensed broker dealer.

~~• 1% of the number of shares of common stock then outstanding; or~~16

~~• the~~Table ~~average weekly trading volume~~ of ~~the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.~~Contents

~~Sales~~(2) Represents the 227,175 Commitment Shares that we issued to Lincoln Park on May 15, 2025 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement. In accordance with Rule ~~144~~13d-3(d) byunder ~~our~~the ~~affiliates~~Exchange orAct, ~~persons~~we ~~selling~~have excluded from the number of shares ~~on behalf~~of our common stock beneficially owned prior to the offering all of the 1,772,825 shares of our ~~affiliates~~common stock that we may issue and sell to Lincoln Park pursuant to the Purchase Agreement from and after commencement that are ~~also~~being registered for resale under the registration statement that includes this prospectus, because the issuance and sale of such shares to Lincoln Park under the Purchase Agreement is solely at our discretion and is subject to certain ~~manner~~conditions, the satisfaction of ~~sale provisions~~all of which are outside of Lincoln Park’s control, including the registration statement that includes this prospectus becoming and ~~notice~~remaining ~~requirements~~effective under the Securities Act. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park under the ~~availability~~Purchase ~~of current~~Agreement ~~public~~are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Exchange Cap and the Beneficial Ownership Limitation. See the description under the heading “The Lincoln Park Transaction” for more information about usthe Purchase Agreement.

~~Rule~~(3) ~~701~~Although the Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Lincoln Park, we are only registering 2,000,000 shares of our common stock for resale under this prospectus, including the 227,175 Commitment Shares that we issued to Lincoln Park on May 15, 2025 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement, for which we will receive no cash proceeds. Therefore, only 1,772,825 of such shares represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our sole discretion, during a period of up to 24 months following the Commencement Date. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the full $10,000,000 available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Purchase Agreement.

~~Rule~~(4) ~~701~~Assumes ~~generally~~the ~~allows~~sale aof ~~stockholder~~all ~~who purchased~~ shares of our common stock ~~pursuant~~registered tofor aresale ~~written~~by ~~compensatory~~the ~~plan~~selling orstockholder ~~contract and~~pursuant ~~who is not deemed~~ to ~~have been one of our affiliates during~~ the ~~immediately~~ ~~preceding~~registration 90statement ~~days~~that toincludes ~~sell~~this ~~these shares in reliance upon Rule 144~~prospectus, ~~but~~although ~~without being required to comply with~~ the ~~public information,~~selling ~~holding~~stockholder ~~period,~~is ~~volume~~under ~~limitation,~~no orobligation ~~notice provisions~~known ofto ~~Rule~~us ~~144. Rule 701 also permits our affiliates~~ to sell ~~their~~any ~~Rule 701~~ shares ~~under Rule 144 without complying with the holding period requirements~~ of ~~Rule~~common ~~144.~~stock ~~However,~~at ~~all~~any ~~holders of~~particular ~~Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701~~time.

4017

Table of Contents

~~Lock-Up Agreements~~PLAN OF DISTRIBUTION

~~We,~~The ~~all~~shares of our ~~directors,~~common ~~officers,~~stock ~~employees~~offered ~~and~~by this prospectus are being offered by the ~~holders~~Selling ~~of substantially~~Stockholder, ~~all~~Lincoln ofPark ~~our~~Capital ~~common~~Fund, ~~stock~~LLC. orThe ~~securities~~shares ~~exercisable~~may ~~for~~ be sold or ~~convertible~~distributed ~~into~~from ~~our~~time ~~common~~to ~~stock~~time ~~outstanding~~by ~~immediately~~the ~~prior~~ Selling Stockholder directly to ~~this~~one ~~offering~~or ~~have~~more ~~agreed~~purchasers ~~that~~or through brokers, ~~without~~dealers, ~~the~~or ~~prior~~underwriters ~~written consent~~who ofmay ~~National~~act ~~Securities~~solely ~~Corporation,~~as weagents ~~and~~at ~~they~~market ~~will~~prices ~~not, during~~prevailing at the ~~period~~time ~~ending~~of 12sale, ~~months~~at ~~after~~prices related to the ~~date~~prevailing ofmarket ~~this prospectus~~prices, ~~for~~at ~~officers,~~negotiated ~~directors~~prices, ~~employees~~or ~~and~~at ~~certain stockholders~~fixed ~~beneficially~~prices, ~~owning~~which 5%may orbe ~~more~~changed. The sale of our common stock~~, and~~ ~~180~~offered ~~days~~by ~~after~~this ~~the~~prospectus ~~date~~could ofbe ~~this~~effected ~~prospectus,~~in ~~for~~one ~~all~~or ~~other stockholders~~more of the following methods:

~~• offer,~~● ~~sell,~~ordinary ~~contract~~brokers’ to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, capital stock, or any securities convertible into or exchangeable or exercisable for shares of common stock or other capital stocktransactions;

~~• make~~● ~~any~~transactions ~~demand~~involving ~~for~~cross or ~~exercise~~block ~~any right with respect to the registration of any shares of common stock or other such securities~~trades; or

~~• enter~~● ~~into~~through ~~any swap~~brokers, ~~hedge or other arrangement that transfers~~dealers, ~~in whole~~ or inunderwriters ~~part,~~who ~~any~~may ofact ~~the~~solely ~~economic~~as ~~consequences of ownership of our common stock.~~agents;

~~Whether~~● ~~any~~“at ~~such~~the ~~transaction~~market” ~~described~~into ~~above~~an isexisting tomarket befor ~~settled~~the ~~by delivery~~shares of our common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition. This agreement is subject to certain exceptions. See “Underwriting” for additional information.;

~~Registration Rights~~● in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

~~Upon~~● the completion of this offering, the holders of _____ shares of common stock (including ____ shares of common stock underlying warrants) or their permitted transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in ~~these~~privately ~~shares~~negotiated ~~becoming~~transactions; freely tradable under the Securities Act immediately upon the effectiveness of the registration, except for shares held by affiliates. See “Description of Capital Stock—Registration Rights” for additional information.or

~~Registration~~● ~~Statements on~~any ~~Form~~combination ~~S-8~~of the foregoing.

WeIn ~~intend~~order to ~~file~~comply awith ~~registration~~the ~~statement~~securities onlaws ~~Form~~of ~~S-8~~certain ~~under~~states, ~~the Securities~~if ~~Act~~applicable, ~~to register all of~~ the shares of our common stock tooffered by this prospectus may be ~~issued~~ orsold ~~reserved~~only ~~for~~through ~~issuance~~registered ~~under~~or ~~our~~licensed ~~2014~~brokers ~~Stock~~or ~~Incentive plan~~dealers. ~~Shares~~In ~~covered~~addition, in certain states, the shares of our common stock offered by this ~~registration~~prospectus ~~statement~~may ~~will~~not be ~~eligible~~ ~~for~~sold ~~sale~~unless inthey ~~the~~have ~~public~~been ~~market,~~registered ~~upon~~or qualified for sale in the ~~expiration~~state or ~~release~~ an exemption from the ~~terms~~state’s ofregistration ~~the~~or ~~lock-up~~qualification ~~agreements~~requirement ~~and~~is ~~subject~~available ~~to vesting~~and ofcomplied ~~such shares~~with.

41Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

~~UNDERWRITING~~Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.

WeBrokers, ~~are~~dealers, ~~offering~~underwriters or agents participating in the distribution of the shares of our common stock ~~described~~offered inby this prospectus ~~through~~may receive compensation in the ~~underwriter~~form of commissions, ~~National~~discounts, ~~Securities Corporation~~or concessions from the purchasers, ~~which~~for iswhom ~~acting~~the broker-dealers may act as ~~lead~~agent, ~~managing~~of ~~underwriter~~shares of ~~the offering.~~our ~~National~~common ~~Securities~~stock ~~Corporation~~sold ~~has~~by ~~rendered~~Lincoln ~~advisory services~~Park through this prospectus. The compensation paid to usany insuch ~~the~~particular ~~past~~broker-dealer ~~and~~by ~~has~~any ~~acted~~such aspurchasers of shares of our ~~placement~~common ~~agent~~stock sold by Lincoln Park may be less than or in ~~connection~~ ~~with~~excess of customary commissions. Neither we nor Lincoln Park can presently estimate the ~~placement~~amount of ~~our~~compensation ~~senior~~that ~~secured~~any ~~convertible promissory~~agent ~~notes,~~will ~~which~~receive ~~was~~from ~~consummated~~any onpurchasers ~~October~~of ~~31,~~shares ~~2014~~of our common stock sold by Lincoln Park.

We ~~have~~know ~~agreed to enter into an underwriting agreement with the underwriter prior to the closing~~ of ~~this~~no ~~offering.~~existing ~~Subject~~arrangements tobetween ~~the terms~~Lincoln ~~and~~Park ~~conditions~~or ofany ~~the~~other ~~underwriting~~stockholder, ~~agreement~~broker, ~~we will agree to sell to the underwriter~~dealer, ~~and the~~ underwriter ~~will~~or ~~agree~~agent relating to ~~purchase,~~ at the ~~public~~sale ~~offering~~or ~~price~~distribution ~~less~~of the ~~underwriting discounts~~shares ~~and~~of ~~commissions~~our ~~set~~common ~~forth~~stock onoffered ~~the~~by ~~cover page of~~ this ~~prospectus,~~ ~~as it may be supplemented, shares of common stock~~prospectus.

~~The~~We ~~underwriter~~may isfrom ~~committed~~time to ~~purchase~~time ~~all~~file ofwith the ~~common~~SEC ~~shares offered~~one byor ~~us,~~more ~~other~~supplements ~~than~~to ~~those~~this ~~covered~~prospectus byor amendments to the ~~option~~registration statement of which this prospectus is a part to ~~purchase additional~~amend, ~~shares~~supplement ~~described~~or ~~below~~update information contained in this prospectus, including, if ~~they~~and ~~purchase~~when ~~any~~required ~~shares.~~under ~~The underwriting~~the ~~agreement~~Securities ~~provides~~Act, ~~that~~to ~~the~~disclose ~~underwriter’s obligations~~certain information relating to ~~purchase~~a particular sale of shares of our common stock ~~are~~offered ~~subject~~by ~~to conditions~~this ~~contained~~prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the ~~underwriting~~distribution ~~agreement.~~of Asuch ~~copy~~shares of our common stock by the ~~underwriting~~ ~~agreement~~selling ~~has~~stockholder, ~~been~~any ~~filed~~compensation aspaid anby ~~exhibit~~Lincoln Park to ~~the registration~~any ~~statement~~such ofbrokers, ~~which~~dealers, ~~this~~underwriters ~~prospectus~~or ~~forms~~agents, aand ~~part~~any other required information.

We have been advised by the underwriter that the underwriter proposes to offer shares of our common stock directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers that are members of the Financial Industry Regulatory Authority, or FINRA. Any securities sold by the underwriter to such securities dealers will be sold at the public offering price less a selling concession not in excess of $_____ per share. After the public offering of the shares, the offering price and other selling terms may be changed by the underwriter.18

~~None~~Table of our securities included in this offering may be offered or sold, directly or indirectly, nor may this prospectus and any other offering material or advertisements in connection with the offer and sales of any of our common stock, be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of our common stock and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy any of our common stock included in this offering in any jurisdiction where that would not be permitted or legal.Contents

~~The~~We ~~underwriter~~will ~~has~~pay ~~advised~~the usexpenses ~~that~~incident itto ~~does~~the ~~not~~registration ~~intend~~under tothe ~~confirm sales~~Securities toAct ~~any~~of ~~accounts~~the ~~over~~offer ~~which~~and ~~they~~sale ~~exercise~~of ~~discretionary authority~~the shares of our common stock included in this prospectus by Lincoln Park. We estimate that the total expenses for the offering will be approximately $75,000.

~~Underwriting~~We ~~Discount~~ have agreed to indemnify Lincoln Park and ~~Expenses~~certain other persons against certain liabilities in connection with the offering of shares of our common stock offered by this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

~~The~~Lincoln ~~following~~Park ~~table~~has ~~summarizes~~represented ~~the~~to ~~underwriting~~us ~~discount~~that ~~and commission~~at no time prior to beentering ~~paid~~into the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the ~~underwriter~~term byof usthe Purchase Agreement, it, its agents, representatives and affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

~~Without~~We ~~Over-Allotment~~have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With ~~Over~~certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-~~Allotment~~dealer ~~Public~~or ~~offering~~other ~~price~~person $who $participates ~~Underwriting~~in ~~discount~~the distribution from bidding for or purchasing, or attempting to beinduce ~~paid~~any person to bid for or purchase any security which is the ~~underwriter~~subject $of $the ~~Net~~distribution ~~proceeds,~~until ~~before~~the ~~other~~entire ~~expenses~~distribution $is $complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

WeThis ~~estimate the total expenses payable by us for this~~ offering ~~to be~~will ~~approximately~~terminate ~~$3.6~~on ~~million, which amount includes (i)~~ the ~~underwriting~~ ~~discount~~date ofthat ~~$3.0~~all ~~million~~shares ~~($__ million if the underwriter’s over-allotment option is exercised in full), (ii) a non-accountable expense allowance~~ of $185,000 being paid by us to the underwriter, and (iii) other estimated company expenses of approximately $415,000, which includes legal, accounting, printing costs and various fees associated with the registration and listing of our ~~shares.~~common Instock nooffered ~~event~~by ~~will~~this ~~the~~prospectus ~~aggregated~~have ~~expenses reimbursed~~been tosold ~~National~~by ~~Securities~~Lincoln ~~Corporation exceed $185,000~~Park.

~~Over-Allotment Option~~Our common stock is currently listed on The Nasdaq Capital Market under the symbol “AQMS”.

We have granted to the underwriter an option, exercisable not later than 45 days after the date of this prospectus, to purchase up to an additional __________ shares of our common stock (up to 15% of the shares firmly committed in this offering) at the public offering price, less the underwriting discount, set forth on the cover page of this prospectus. The underwriter may19

Table of Contents

exercise the option solely to cover over-allotments, if any, made in connection with this offering. If any additional shares of our common stock are purchased pursuant to the over-allotment option, the underwriter will offer these additional shares of our common stock on the same terms as those on which the other shares of common stock are being offered hereby.

Determination of Offering Price

There is no current market for our common stock. Our underwriter, National Securities Corporation, is not obligated to make a market in our securities, and even if it chooses to make a market, can discontinue at any time without notice. Neither we nor the underwriter can provide any assurance that an active and liquid trading market in our securities will develop or, if developed, that the market will continue.

The public offering price of the shares offered by this prospectus has been determined by negotiation between us and the underwriter. Among the factors considered in determining the public offering price of the shares were:

• our history and our prospects;

• the industry in which we operate;

• our past and present operating results;

• the previous experience of our executive officers; and

• the general condition of the securities markets at the time of this offering.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the shares. That price is subject to change as a result of market conditions and other factors, and we cannot assure you that the shares can be resold at or above the public offering price.

Underwriter Warrant

We have agreed to issue to National Securities Corporation and its designees a warrant to purchase shares of our common stock (up to 10% of the shares of common stock sold in this offering). This warrant is exercisable at $_____ per share (120% of the price of the common stock sold in this offering), commencing on the effective date of this offering and expiring five years from the effective date of this offering. The warrant and the shares of common stock underlying the warrant have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. National Securities Corporation (or permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate this warrant or the securities underlying this warrant, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this warrant or the underlying securities for a period of 180 days from the effective date of the offering.

Pursuant to our engagement agreement with Liquid Patent Consulting, LLC, on September 8, 2014, we issued to Liquid Patent Consulting, LLC a warrant to purchase 480,000 shares of our common stock at an exercise price of $0.003 per share over a three-year term. The warrant was issued in consideration of Liquid Patent Consulting’s provision of services relating to the design, development and implementation of our intellectual property. The warrant includes customary anti-dilution and net issuance provisions. The warrant also provides its holder with certain demand and piggyback registration rights. The principals of Liquid Patent Consulting hold investment banking positions with National Securities Corporation.

Lock-Up Agreements

All of our officers, directors, employees, stockholders beneficially owning 5% or more of our common stock and Liquid Patent Consulting, LLC, and its transferees (with respect to the warrants originally issued on September 8, 2014) have agreed that, until the one year anniversary of the date of the Underwriting Agreement we will enter into in conjunction with this offering, they will not sell, contract to sell, grant any option for the sale or otherwise dispose of any of our equity securities, or any securities convertible into or exercisable or exchangeable for our equity securities, without the consent of National Securities Corporation (and in the case of Liquid Patent Consulting, LLC also the Company), except for exercise or conversion of currently outstanding warrants, options and convertible securities, as applicable; and exercise of options under our 2014 Stock Incentive Plan (the “One Year Lock-Up”). The number of currently outstanding shares of common stock subject

to the One Year Lock-Up totals 4,800,000 shares, the number of shares underlying options and warrants subject to the One Year Lock-Up totals 1,104,268 shares.

The purchasers of our senior secured convertible promissory notes are subject to lock-up requirements for periods that may last no more than 180 days following the date of this prospectus (the “180 Days Lock-Up”). The number of shares of common stock to be issued to the holders of our senior secured convertible promissory notes that will be subject to the 180 Days Lock-Up as of March 31, 2015 totals ________ shares. The warrant to purchase up to 10% of the shares of common stock sold in this offering that we have agreed to issue National Securities Corporation in connection with this offering will also be subject to the 180 Days Lock-up.

Other than in respect of the 10% warrant being issued to National Securities Corporation in connection with this offering, the underwriter may consent to an early release from the lock-up period if, in its opinion, the market for the common stock would not be adversely impacted by sales and in cases of a financial emergency of an officer, director or other stockholder. We are unaware of any security holder who intends to ask for consent to dispose of any of our equity securities during the relevant lock-up periods.

Indemnification

We will agree to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act, and to contribute to payments that the underwriter may be required to make for these liabilities.

Short Positions and Penalty Bids

The underwriter may engage in over-allotment, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act.

• Over-allotment involves sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by an underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriter may close out any short position by either exercising its over-allotment option and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. If an underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if an underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ Capital Market, and if commenced, they may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by the underwriter, or by its affiliates. In those cases, prospective investors may view offering terms online and, depending upon the underwriter, prospective investors may be allowed to place orders online. The underwriter may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriter on the same basis as other allocations.

Other than the prospectus in electronic format, the information on the underwriter’s website and any information contained in any other website maintained by the underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter and should not be relied upon by investors.

The underwriter’s compensation in connection with this offering is limited to the fees and expenses described above under “Underwriting Discount and Expenses.”

LEGAL MATTERS

~~Greenberg~~The ~~Traurig, LLP, Irvine, California, will pass upon the~~ validity of the ~~shares~~securities ~~of common stock~~ offered by this prospectus ~~and~~ ~~certain~~has ~~other~~been ~~legal~~passed ~~matters.~~upon ~~Golenbock~~for ~~Eiseman~~us ~~Assor~~by ~~Bell~~Greenberg ~~& Peskoe~~Traurig, LLP, ~~New York~~Irvine, ~~New York, is legal counsel to National Securities Corporation~~California.

EXPERTS

The consolidated financial statements of Aqua Metals, Inc. as of December 31, ~~2014~~ 2024 and 2023 and for the ~~period~~fiscal ~~June~~years ~~20,~~then ~~2014 (inception) through December 31~~ended, ~~2014 included in this prospectus~~ have been audited by ~~Armanino~~ Forvis Mazars LLP, independent registered public accounting firm, as set forth in their report thereon, included in Aqua Metals, Inc.’s WeAnnual ~~have~~Report ~~included~~on ~~these~~Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference. Such consolidated financial statements inhave ~~this prospectus~~been incorporated herein by reference in reliance upon ~~the~~such report ~~of Armanino LLP,~~ given on ~~their~~ the authority of such firm as experts in accounting and auditing. The report of Forvis Mazars LLP contains an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. We hereby “incorporate by reference” the documents listed below, which means that we are disclosing important information to you by referring you to those documents. The Registration Statement, including the exhibits, can be read at the SEC website referred to below under “Where You Can Find More Information.” The information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

●

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025;

●

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 8, 2025;

●

our Current Reports on Form 8-K, filed with the SEC on February 7, 2025, May 1, 2025, May 13, 2025, May 16, 2025, May 16, 2025 and May 29, 2025; and

●

the description of our common stock in our Form 8-A12B, which was filed with the SEC on July 24, 2015, and any amendments or reports filed for the purpose of updating this description.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (not including any information furnished under Item 2.02, 7.01, or 9.01 of Form 8-K or any other information that is identified as “furnished” rather than filed, which information is not incorporated by reference herein) after the initial filing date of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement, as well as subsequent to the effectiveness of such registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement, of which this prospectus forms a part, and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the registration statement, of which this prospectus forms a part, to the extent that a statement contained herein, or in any other subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement, of which this prospectus forms a part.

We will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of that person, a copy of any and all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Please direct requests to us at the following address:

Table of Contents

Aqua Metals, Inc.
Attn: Investor Relations
5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(775) 446-4418

You may also access these filings on our website at www.aquametals.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

WHERE YOU CAN FIND MORE INFORMATION

WeThis ~~have~~prospectus is part of a registration statement we filed with the SEC aand does not contain all the information set forth or incorporated by reference in the registration statement. onWhenever ~~Form~~a ~~S-1 under~~reference ~~the~~is ~~Securities~~made ~~Act~~in ~~that~~this ~~registers~~prospectus ~~the~~to ~~shares~~any of our ~~common stock~~contracts, toagreements, beor ~~sold~~other indocuments, ~~this~~the ~~offering.~~reference ~~Our~~may ~~SEC~~not ~~filings~~be ~~are~~complete and ~~will become~~you ~~available~~should refer to the ~~public~~exhibits ~~over~~that are a part of the ~~Internet~~registration atstatement or the ~~SEC’s website~~exhibits atto ~~www.sec.gov. You~~the ~~may~~reports ~~also~~or ~~read~~other ~~and~~documents incorporated by reference into this prospectus for a copy ~~any~~of such contract, agreement, or other document. Because we ~~file~~are ~~with~~subject to the ~~SEC~~information atand ~~its public~~reporting ~~reference~~requirements ~~facilities~~of atthe ~~100~~Exchange FAct, ~~Street~~we ~~N.E.~~file annual, ~~Washington~~quarterly, ~~D.C. 20549.~~and ~~You~~current ~~can~~reports, ~~also~~proxy ~~obtain~~statements, ~~copies~~and ofother information with the ~~documents~~SEC. ~~upon~~The ~~the~~SEC ~~payment of~~maintains aan ~~duplicating~~Internet ~~fee~~site tothat ~~the~~contains ~~SEC.~~reports, ~~Please~~proxy ~~call~~and information statements, and other information regarding issuers that file electronically with the SEC. ~~at 1-800-~~Our SEC~~-0330~~ ~~for~~filings ~~further~~are ~~information~~available onto the ~~operation~~public ofover the ~~public~~ ~~reference~~Internet ~~facilities~~on the SEC’s website at http://www.sec.gov.

This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Some items are omitted in accordance with the rules and regulations of the SEC. You should review the information and exhibits included in the registration statement for further information about us and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.21

Table of Contents

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders’ Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FRIM

To the Board of Directors Aqua Metals, Inc. Oakland, California

We have audited the accompanying consolidated financial statements of Aqua Metals, Inc. and subsidiaries (“Company”), which comprise the balance sheet as of December 31, 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the period from June 20, 2014 (inception) to December 31, 2014, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aqua Metals, Inc. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for the period from June 20, 2014 (inception) to December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, at December 31, 2014, the Company is in its development stage, has not yet generated revenues and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ArmaninoLLPSan Ramon, California

May 8, 2015

F-2

AQUA METALS, INC.

~~Consolidated~~2,000,000 ~~Balance~~Shares ~~Sheets~~of Common Stock

	December 31, 2014			March 31, 2015
					Unaudited
ASSETS
Current assets
Cash and cash equivalents	$	4,536,601		$	3,685,803
Inventory		—			149,250
Prepaid expenses and other current assets		11,906			31,984
Total current assets		4,548,507			3,867,037
Non-current assets
Property and equipment, net		245,641			345,382
Intellectual property, net		1,028,554			1,001,737
Total non-current assets		1,274,195			1,347,119
Total assets	$	5,822,702		$	5,214,155
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	40,306		$	90,023
Accrued expenses		12,292			40,480
Accrued interest		65,589			154,356
Convertible notes, net		5,090,589			5,317,942
Total current liabilities		5,208,776			5,602,801
Derivative liabilities		1,384,782			5,280,861
Total liabilities		6,593,558			10,883,662
Commitments and contingencies		—			—
Stockholders’ equity (deficit)
Common stock; $0.001 par; 50,000,000 shares authorized; 4,800,000 shares issued and outstanding		4,800			4,800
Additional paid-in capital		1,598,095			1,598,095
Accumulated deficit		(2,373,751	)		(7,272,402	)
Total stockholders’ deficit		(770,856	)		(5,669,507	)
Total liabilities and stockholders’ deficit	$	5,822,702		$	5,214,155

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AQUA METALS, INC. Consolidated Statements of Operations

	Period from Inception (June 20, 2014) to December 31, 2014			Three Months Ended March 31, 2015
					Unaudited
Operating expenses
Operations and development costs	$	231,043		$	213,591
Business development and management costs		1,175,613			471,623
Total operating expenses		1,406,656			685,214
Loss from operations		(1,406,656	)		(685,214	)
Other expenses (income)
Interest expense		216,919			316,534
Increase in fair value of derivative liabilities		1,172,627			3,896,079
Interest income		(1,039	)		(1,444	)
Other income		(370	)		(132	)
Total other expenses, net		1,388,137			4,211,037
Loss before income tax expense (benefit)		(2,794,793	)		(4,896,251	)
Income tax expense (benefit)		(421,042	)		2,400
Net loss	$	(2,373,751	)	$	(4,898,651	)
Weighted average shares outstanding, basic and diluted		4,800,000			4,800,000
Basic and diluted net loss per common share	$	(0.49	)	$	(1.02	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AQUA METALS, INC. Consolidated Statements Stockholders’ Equity (Deficit)

				Additional					Total
	Common Stock			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Equity (Deficit)
Balances, June 20, 2014 (inception)	—	$	—	$	—	$	—		$	—
Common stock issued as reimbursement for expenses paid by founders	288,000		488		39,349		—			39,837
Common stock issued for intellectual property contributed by founders	4,512,000		4,312		632,846		—			637,158
Issuance of consulting warrants	—		—		713,745		—			713,745
Debt discount - beneficial conversion feature on convertible notes	—		—		212,155		—			212,155
Net loss	—		—		—		(2,373,751	)		(2,373,751	)
Balances, December 31, 2014	4,800,000	$	4,800	$	1,598,095	$	(2,373,751	)	$	(770,856	)
Net loss, three months ended March 31, 2015 (unaudited)	—		—		—		(4,898,651	)		(4,898,651	)
Balances March 31, 2015 (unaudited)	4,800,000	$	4,800	$	1,598,095		(7,272,402	)	$	(5,669,507	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AQUA METALS, INC. Consolidated Statements of Cash Flows

	Period from Inception (June 20, 2014) to December 31, 2014			Three Months Ended March 31, 2015
					Unaudited
Cash flows from operating activities
Net loss	$	(2,373,751	)	$	(4,898,651	)
Reconciliation of net loss to net cash used in operating activities
Depreciation		1,298			3,846
Amortization of intellectual property		44,125			26,817
Fair value of warrants issued for consulting services		713,745			—
Fair value of common stock issued as reimbursement for expenses paid by founders		39,837			—
Change in fair value of derivative liabilities		1,172,627			3,896,079
Amortization of debt discount		151,568			227,353
Income tax benefit		(421,842	)		—
Changes in operating assets and liabilities
Inventory		—			(149,250	)
Prepaid expenses and other assets		(11,906	)		(20,078	)
Accounts payable		40,306			49,717
Accrued expenses		77,881			116,956
Net cash used in operating activities		(566,112	)		(747,211	)
Cash flows from investing activities
Capital expenditures for fixed assets		(246,940	)		(103,587	)
Capital expenditures for intellectual property		(13,678	)		—
Net cash used in investing activities		(260,618	)		(103,587	)
Cash flows from financing activities
Issuance of convertible note, net of issuance costs		5,363,331			—
Net cash provided by financing activities		5,363,331			—
Net increase (decrease) in cash and cash equivalents		4,536,601			(850,798	)
Cash and cash equivalents at beginning of period		—			4,536,601
Cash and cash equivalents at end of period	$	4,536,601		$	3,685,803
Non-cash financing activities
Fair value of consulting warrants	$	713,745		$	—
Fair value of common stock issued for intellectual property, net of tax		637,158			—
Fair value of common stock issued to founders of expenses prior to inception		39,837
Total non-cash financing activities	$	1,390,740		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

1. Summary of Significant Accounting Policies

Organization

Aqua Metals, Inc. (the “Company”) was incorporated in Delaware on June 20, 2014 and commenced operations on June 20, 2014 (inception). On January 27, 2015, the Company formed two wholly-owned subsidiaries, Aqua Metals Reno, Inc. and Aqua Metals Operations, Inc. (“Subsidiaries”), both incorporated in Delaware. The Subsidiaries have had limited transactions to date and are included in the consolidated financial statements dated March 31, 2015 (unaudited). The Company has developed an innovative process for recycling lead acid batteries. The Company intends to manufacture the equipment it has developed, and will also operate lead acid battery recycling facilities.

Use of estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount and valuation of long-lived assets, the valuation of conversion features of convertible debt, and the determination of the fair value of stock warrants issued. Actual results could differ from those estimates.

Unaudited Interim Financial Data

The accompanying balance sheet as of March 31, 2015, statement of stockholders’ equity (deficit) for the three months ended March 31, 2015 and statements of operations and cash flows for the three months ended March 31, 2015 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the period ended December 31, 2014. In the opinion of management, the consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to state fairly the Company’s financial position as of March 31, 2015 and the results of operations and cash flows for the three months ended March 31, 2015. The results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period.

Going Concern and Management Plans

As of December 31, 2014 and March 31, 2015, the Company’s cash on hand was $4,536,601 and $3,685,803 respectively. The Company has not generated revenues since its inception and has incurred net loss of $2,373,751 and $4,898,651 for the period from June 20, 2014 (inception) through December 31, 2014 and the three months ended March 31, 2015, respectively. To date, the Company has met its liquidity requirements principally through the private placement of convertible notes.

The Company expects that the cash it has available as of June 8, 2015 will fund its operations only until December 2015. The Company intends to raise additional capital through its initial public offering (“IPO”), through there is no assurances that it will be able to do so. If the Company is unable to raise additional capital, the Company may have to curtail its research and development efforts, delay repayments of its convertible notes, delay payments to vendors, and/or initiate cost reductions, which would have a material adverse effect on the Company’s business, financial condition and results of operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-7

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

1. Summary of Significant Accounting Policies (cont’d)

Cash and cash equivalents

The Company considers all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. The Company maintains its cash balances in large financial institutions. Periodically, such balances may be in excess of federally insured limits.

Property and equipment

Property and equipment are stated at cost net of accumulated depreciation. Depreciation on property and equipment is calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the life of the asset or the remaining term of the lease.

Intangible and other long-lived assets

The intangible asset consists of a patent application contributed to the Company by five founding stockholders. The useful life of the asset has been determined to be ten years and the asset is being amortized. The Company periodically evaluates its intangible and other long-lived assets for indications that the carrying amount of an asset may not be recoverable. In reviewing for impairment, the Company compares the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated lives of its long-lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the period when such determination is made, as well as in subsequent periods. The Company performed an impairment analysis on intellectual property for the quarter ended December 31, 2014 and concluded there was no impairment. The Company determined that the estimated life of the intellectual property properly reflected the current remaining economic life of the asset.

Research and development

Research and development expenditures are expensed as incurred.

Income taxes

The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The provision for income taxes is comprised of the current tax liability and the changes in deferred tax assets and liabilities. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income.

The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to this, the Company recognized the effect of income tax positions only if such positions were probable of being sustained. This change did not have an impact on the Company’s results of operations or financial condition.

F-8

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

1. Summary of Significant Accounting Policies (cont’d)

Convertible instruments

The Company accounts for hybrid contracts that feature conversion options in accordance with ASC 815 “Derivative and Hedging Activities,” (“ASC 815”) and ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”), which require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative’s instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments which have been determined to be free standing derivative financial instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Fair value measurements

The carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments.

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier far value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities.

Level 2. Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

Level 3. Significant unobservable inputs that cannot be corroborated by market data.

The asset or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the liabilities that are measured at fair value on a recurring basis at December 31, 2014, consisting of certain Financing Warrants and the conversion feature of the Company’s Convertible Notes, both of which are more fully described in Note 4:

	Total		Level 1		Level 2		Level 3
Derivative liabilities
Conversion feature	$	1,108,955	$	—	$	—	$	1,108,955
Financing Warrants		275,827		—		—		275,827
Total	$	1,384,782	$	—	$	—	$	1,384,782

F-9

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

1. Summary of Significant Accounting Policies (cont’d)

The following table provides a summary of the liabilities that are measured at fair value on a recurring basis at March 31, 2015:

	Total		Level 1		Level 2		Level 3
Derivative liabilities
Conversion feature	$	4,769,517	$	—	$	—	$	4,769,517
Financing Warrants		511,344		—		—		511,344
Total	$	5,280,861	$	—	$	—	$	5,280,861

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:

Balance at inception (June 20, 2014)	$	—
Aggregate fair value of Financing Warrants upon issuance		212,155
Change in fair value of conversion feature and Financing Warrants		1,172,627
Balance at December 31, 2014	$	1,384,782
Change in fair value of conversion feature and Financing Warrants		3,896,079
Balance at March 31, 2015	$	5,280,861

The conversion feature of the Convertible Notes was measured at fair value using a Monte Carlo simulation and is classified within Level 3 of the valuation hierarchy. The warrant liability for the Financing Warrants was measured at fair value using a Black Scholes Merton valuation model and is classified within Level 3 of the valuation hierarchy.

Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial officer determined its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer with support from the Company’s consultants and which are approved by the Chief Financial Officer.

Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized with Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

The Company uses a Monte Carlo model to value certain Level 3 financial liabilities at inception and on subsequent valuation dates. The simulation incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates and volatility. The Company also used a Black Scholes Merton economic model to measure the Financing Warrants and certain Consulting Warrants (which are more fully described in Note 4) at issuance. The Financing Warrants are re-valued using a Black-Scholes Merton economic model for each reporting date.

A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the value of the derivative liabilities are recorded within other expense (income) in the Company’s statement of operations.

In accordance with the provisions of ASC 815, the Company presents the conversion feature and Financing Warrant liability at fair value on its balance sheet, with the corresponding changes in fair value recorded in the Company’s consolidated statement of operations.

F-10

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

1. Summary of Significant Accounting Policies (cont’d)

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or a settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock as defined in ASC 815-40 (Contracts in Entity’s Own Equity” (ASC 815-40”). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required.

Net Loss per Share

The Company reports net loss per share in accordance with the standard codification of ASC “Earnings per Share” (“ASC 260”). Under ASC 260, basic earnings per share, which excludes dilution, is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could be exercised or converted into common shares, and is computed by dividing net loss available to common stockholders by the weighted average of common shares outstanding plus the dilutive potential common shares. Diluted earnings per share exclude the impact of convertible notes and warrants to purchase common stock, as the effect would be anti-dilutive. During a loss period, the assumed exercise of in-the-money stock warrants and other potentially diluted instruments has an anti-dilutive effect and, therefore, these instruments are excluded from the computation of dilutive earnings per share.

2. Property and equipment, net

Property and equipment, net, consisted of the following for the dates indicated:

Asset Class	Useful Life (Years)	December 31, 2014			March 31, 2015
Demonstration equipment	5	$	196,671		$	262,984
Shop equipment	5		18,750			18,750
Lab equipment	5		—			8,017
Computer equipment	3		11,089			26,563
Leasehold improvements	5		15,848			29,629
Office equipment	5		4,581			4,581
			246,939			350,524
Less: accumulated depreciation			(1,298	)		(5,142	)
		$	245,641		$	345,382

Depreciation expense was $1,298 and $3,844 for the period from inception (June 20, 2014) through December 31, 2014 and for the three months ended March 31, 2015, respectively.

3. Intellectual Property

On July 3, 2014, five of the founding stockholders contributed the rights to certain intellectual property to the Company in exchange for the issuance of 4,512,000 shares with a fair value of $1,059,000. This contribution was recorded as an intangible asset with an offset to additional paid in capital for $637,158 and deferred taxes for $421,842. The fair market value of the intellectual property was determined by management with the assistance of an independent valuation specialist using an equal weighting of the incremental cash flow and relief from royalty methodologies.

F-11

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

3. Intellectual Property (cont’d)

Both methodologies used a discount rate of 50%. The discounted cash flow approach used a 10 year forecast and a 20% probability of achieving commercial success. The forecast assumed 85% of revenue is generated from sales of lead processed in Company owned and operated recycling plants and 15% of revenue is generated from license fees. The relief from royalty method used revenues equal to 50% of management’s discounted cash flow forecast and a license rate of 1.5% of revenue.

Intellectual property, net, is comprised of the following as of the dates indicated:

	December 31, 2014			March 31, 2015
Intellectual property	$	1,072,679		$	1,072,679
Accumulated amortization		(44,125	)		(70,942	)
Intellectual property, net	$	1,028,554		$	1,001,737

Aggregate amortization expense for the period ended December 31, 2014 was $44,125.

Estimated amortization expense is as follows;

	Year ending December 31,
2015	$	107,268
2016		107,268
2017		107,268
2018		107,268
2019		107,268
Thereafter		492,214
Total	$	1,028,554

4. Private Placement

Convertible notes

On October 31, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company issued an aggregate of $6,000,000 principal amount of senior secured convertible notes (the “Convertible Notes”). In connection with the sale of the Convertible Notes (the “Bridge Financing”), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) and a security agreement (the “Security Agreement”) with the Investors. The closing of the Bridge Financing was completed October 31, 2014. The Convertible Notes bear interest at 6% per annum and mature on December 31, 2015.

The principal and interest of the Convertible Notes are convertible into the Company’s common stock at a conversion price between $1.52 and $2.27 per share depending on the facts and circumstances at the time of the conversion (see below). Upon issuance, the Convertible Notes bear simple interest at 6% per annum and upon the occurrence of any specified event of default, the Convertible Notes would bear interest at 12% per annum. The Convertible Notes may be prepaid or converted into Common Stock with consent of the holders of a majority of the principal, then outstanding under all the

F-12

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

4. Private Placement (cont’d)

Convertible Notes (the “Required Holder”) and upon certain events constituting a change in control of the Company. The Convertible Notes are required to be converted upon a qualifying IPO, if any, in which case the conversion price is to be equal to 50% of the price to the public in such offering (but not more than $2.27 or less than $1.52 per share). A Convertible Note may also be converted in certain circumstances at the election of the holder of the Convertible Note in connection with a financing that is not an IPO, in which case the conversion price is to be equal to 50% of the price paid by the investors in such financing (but not more than $2.27 or less than $1.52 per share).

In the event of an optional conversion by the holder of a Convertible Note, the conversion price would be $2.27. The conversion price under the Convertible Notes is further subject to adjustments in the event of stock splits, combinations or the like and upon certain other events, all as provided in the Convertible Notes.

The aggregate amount of accrued interest on the Convertible Notes was $65,589 and $154,356 as of December 31, 2014 and March 31, 2015 respectively. As of December 31, 2014, the principal and accrued interest on the Convertible Notes were convertible into 3,947,368 and 43,151 shares of the Company’s common stock, respectively, assuming a conversion price of $1.52 per share. As of March 31, 2015, the principal and accrued interest on the Convertible Notes were convertible into 3,715,170 and 95,576 shares of the Company’s common stock, respectively, assuming a conversion price of $1.615 per share.

Pursuant to the terms of the Convertible Notes, the conversion price is subject to adjustments in the event of an IPO, other financing and upon certain other events. The embedded conversion feature was not clearly and closely related to the host instrument and was bifurcated from the host Convertible Notes as a derivative, principally because the instrument’s variable exercise price terms would not qualify as being indexed to the Company’s own common stock. Accordingly, this conversion feature instrument has been classified as a derivative liability in the accompanying consolidated balance sheet as of December 31, 2014 and March 31, 2015. Derivative liabilities are initially recorded at fair value and are then re-valued at each reporting date, with changes in fair value recognized in earnings during the reporting period.

The Company determined that the initial fair value of the embedded conversion option was $212,155. From the aggregate principal amount of the Convertible Notes of $6,000,000, the Company deducted in full the fair value of the embedded conversion feature, and offering costs of $848,824 as a debt discount. The debt discount is being amortized under the effective interest method over the term of the Convertible Notes. The balance of Convertible Notes as of December 31, 2014 is as follows:

	December 31, 2014			March 31, 2015
Face value of the Convertible Notes	$	6,000,000		$	6,000,000
Debt discount, net of amortization		(909,410	)		(682,058	)
Convertible Notes, net	$	5,090,589		$	5,317,942

The Company calculated the fair value of the embedded conversion feature of the Convertible Notes using the Monte Carlo simulation, with the observable assumptions as provided in the table below. The significant unobservable inputs used in the fair value measurement of the reporting entity’s embedded conversion feature are expected stock prices, levels of trading and liquidity of the Company’s stock. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement.

F-13

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

4. Private Placement (cont’d)

	As of October 31, 2014		As of December 31, 2014		As of March 31, 2015
Fair value of stock price on valuation date	$	1.61	$	1.98	$	3.23
High collar	$	2.27	$	2.27	$	2.27
Low collar	$	1.52	$	1.52	$	1.52
Term (years)		0.75		0.58		0.33
Expected volatility		80%		80%		80%
Weighted average risk-free interest rate		0.11%		0.14%		0.26%
Trials		50,000		50,000		50,000
Aggregate fair value	$	212,155	$	1,533,265	$	5,193,828

On September 8, 2014, the Company entered into an agreement (the “Placement Agent Agreement”) with National Securities Corporation (“NSC”) pursuant to which the Company appointed NSC to act as the Company’s placement agent in connection with the sale of the Company’s securities (“Offering or Offerings”). Specifically, NSC was the placement agent in connection with the sale of its Convertible Notes. The Placement Agent Agreement had an initial term of 180 days after which it will continue in effect until it’s terminated by either party with 60 days written notice to the other party.

In connection with the sale of the Convertible Notes, the Company paid NSC a cash fee of $553,490 and issued on October 31, 2014 to NSC warrants (“Financing Warrants”) to purchase shares of the Company’s common stock. NSC subsequently transferred a portion of the Financing Warrants to associated persons. The Financing Warrants were fully vested upon issuance, have a term of five years, and are immediately exercisable, provided that upon the Company’s consummation of an IPO, the Financing Warrants may not be exercised until 90 days after the consummation of the IPO. Pursuant to the terms of the Financing Warrants, the per share exercise price is determined based upon 120% of the conversion price of the Convertible Notes upon the consummation of the IPO, or upon other events under which the Convertible Notes may convert. As of December 31, 2014 and March 31, 2015, the Financing Warrants were exercisable into 242,291 shares of the Company’s common stock assuming an exercise price of $2.72 per share (calculated as 120% of the Convertible Notes conversion price of $2.27 per share).

The Company determined, based upon authoritative guidance that the Financing Warrants are derivative instruments. Derivative liabilities are initially recorded at fair value and are then re-valued at each reporting date, with changes in fair value recognized in earnings during the reporting period.

The warrant holders have certain registration rights with respect to the common stock issued upon exercise of the Financing Warrants.

Consulting agreement

On September 8, 2014, the Company entered into a consulting agreement with Liquid Patent Consulting, LLC (“LPC”), pursuant to which LPC agreed to provide management, strategic and intellectual property advisory services. The Consulting Agreement had an initial term of 180 days after which it will continue in effect until it is terminated by either party with 30 days written notice to the other party.

F-14

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

4. Private Placement (cont’d)

As consideration for services provided under the Consulting Agreement the Company issued warrants (“Consulting Warrants”) to LPC for the purchase of an aggregate of 480,000 shares of the Company’s common stock. LPC subsequently transferred a portion of the Consulting Warrants to a third party.

The Consulting Warrants vested upon issue, have a term of three years, an exercise price of $0.003125 per share and are immediately exercisable, provided that upon the Company’s consummation of an IPO, the Consulting Warrants may not be exercised until 90 days after the consummation of the IPO. The Consulting Warrants may be exercised on a cashless basis.

The warrant holders have certain registration rights with respect to the common stock issued upon exercise of the Consulting Warrants.

The Company calculated the fair value of the Financing Warrants and the Consulting Warrants using a Black Scholes Merton model with the assumptions provided in the table below. The fair market value of the stock used was from a 409A valuation prepared by an outside consultant.

Provided below are the principal assumptions used in the initial measurement of the fair values of the Financing Warrants and Consulting Warrants and the subsequent remeasurement of the fair value of the Financing Warrants.

	Consulting 09/08/14		Financing 10/31/14		Financing 12/31/14		Financing 03/31/15
Fair market value of shares	$	1.49	$	1.61	$	1.98	$	3.23
Assumed exercise price	$	0.003125	$	2.72	$	2.72	$	2.72
Term in years		3		5		4.84		4.59
Volatility		80%		80%		80%		80%
Annual rate of dividends		0%		0%		0%		0%
Discount rate		1.02%		1.62%		1.65%		1.37%
Call option value	$	1.49	$	0.88	$	1.14	$	2.11
Warrant shares issued		480,000		242,291		242,291		242,291
Warrants fair value	$	713,745	$	212,155	$	275,827	$	511,344

The initial fair value of the Financing Warrants was accounted for as a derivative issuance cost and along with the other private placement costs is amortized over the life of the Convertible Notes. The initial fair value of the Consulting Warrants was expensed immediately as a consulting fee and recorded within business development and management costs in the statement of operations for the period ended December 31, 2014. During the period ended December 31, 2014 and the three months ended March 31, 2015, the Company recorded an increase of $63,672 and $235,517, respectively, in the fair value of the Financing Warrant as a change in the fair value of derivative liabilities within the statement of operations.

F-15

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

5. Convertible Note Issuance Costs

The costs associated with the issuance of the Convertible Notes were recorded as a reduction to the carrying amount of the Convertible Notes and are being amortized as interest expense within the statement of operations over the 14-month life of the notes:

Issuance costs are as follows:

	December 31, 2014			March 31, 2015
Placement fee	$	553,490		$	553,490
Fair value of Financing warrants at time of issue		212,155			212,155
Attorney fees		79,679			79,679
Escrow fees		3,500			3,500
Beneficial conversion feature		212,155			212,155
Accumulated amortization		(151,568	)		(378,921	)
Net issuance costs	$	909,411		$	682,058

6. Stockholder Equity

Authorized capital

Pursuant to the Company’s original certificate of incorporation, on June 20, 2014, the Company authorized 5,000 shares of common stock with no par value.

On September 24, 2014, pursuant to an amendment of the Company’s certificate of incorporation, the Company increased to 50,000,000 the authorized number of shares of common stock, par value of $0.001 per share.

The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive a ratable share of dividends, if any, as may be declared by the board of directors.

Common stock issued

On June 20, 2014, the Company issued 1,000 shares of common stock to seven founders of the Company. A total of $39,837 in expenses incurred prior to incorporation was deemed to be contributed by the founders of the Company.

On September 24, 2014 the Company had a forward stock split whereby each share of issued common stock was converted into 4,800 shares of common stock of the Company. All share and per share amounts in periods preceding the stock split have been adjusted to reflect the split retroactively.

Stock based compensation

In 2014, the Board of Directors adopted the Company’s stock incentive plan (the “2014 Plan”) under which a maximum of 720,000 shares of common stock were authorized for issuance. All authorized shares were available to be issued as of December 31, 2014 and March 31, 2015. The 2014 Plan provides for the following types of stock-based awards: incentive stock options; non-statutory stock options; restricted stock; and performance stock. The 2014 Plan, under which equity incentives may be granted to employees and directors under incentive and non-statutory agreements, requires that the option price may not be less than the fair value of the stock at the date the option is granted. Option awards are exercisable until their expiration, which may not exceed 10 years from the grant date.

F-16

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

7. Commitments and Contingencies

Lease commitments

On October 10, 2014, the Company entered into an operating lease for its current Oakland facility through April 2018. The future minimum payments related to this lease are as follows as of December 31, 2014:

	Year ended December 31,
2015	$	36,800
2016		38,000
2017		39,200
2018		13,200
Total minimum lease payments	$	127,200

From inception to December 31, 2014, the Company has incurred total rent expense related to this lease, including facility fees, of $42,500.

Legal proceedings

The Company is not subject to any legal proceedings as of December 31, 2014 or March 31, 2015.

8. Related Party Transactions

For the period ended December 31, 2014, the Company purchased $18,750 in shop tools and $8,195 in shop supplies from AIC Labs, Inc., a wholly owned subsidiary of AIC Nevada, Inc. a holder of more than 5% of issued common shares of the Company.

9. Income Taxes

The components of the provision for (benefit from) income tax expense consist of the following for the periods indicated:

	Inception (June 20, 2014) to December 31, 2014			Three Months Ended March 31, 2015
Current
Federal	$	—		$	—
State		800			2,400
Deferred
Federal	$	(360,060	)	$	—
State		(61,782	)
Total provision for (benefit from) income taxes	$	(421,042	)	$	2,400

F-17

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

9. Income Taxes (cont’d)

The effective tax rate differs from the statutory tax rates for the period from inception (June 20, 2014) to December 31, 2014 as follows:

Tax at federal statutory rate	34.00%
State tax, net of federal benefit	5.81
Nondeductible Expenses	(17.13)
Valuation allowance	(5.70)
Credits	0.89
Other	(2.80)
Effective income tax rate	15.07	%

The components of deferred tax assets (liabilities) included on the balance sheet are as follows:

	December 31, 2014
Deferred tax assets
Consulting Warrants	$	284,313
Start-up costs		276,445
Net operating losses		45,562
Credits		26,050
Depreciation		517
Total gross deferred tax assets		635,887
Valuation allowance		(167,618	)
Total gross deferred tax assets (net of valuation allowance)		468,269
Deferred tax liabilities
Patents		(404,266	)
Others		(64,003	)
Total gross deferred tax liabilities		(468,269	)
Net deferred tax assets	$	—

Based on the available objective evidence at this time, management believes that it is more likely than not that the deferred tax assets will not be utilized, such that a full valuation allowance has been recorded.

The Company has Federal and California net operating loss carry-forwards of approximately $121,272 and $125,629, respectively. These amounts were generated in the period from inception to December 31, 2014 and can be carried forward twenty years for federal and California tax purposes. The federal and state carry-forwards expire in 2034.

Utilization of the Company’s net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of net operating loss carryforwards prior to utilization.

The Company’s policy is to account for interest and penalties as income tax expense. As of December 31, 2014, the Company had no interest related to unrecognized tax benefits. No amounts of penalties related to unrecognized tax benefits were recognized in the provision for income taxes.

The Company files income tax returns in the U.S. federal jurisdiction and California state jurisdiction. The Company’s tax year for calendar year 2014 is open to examination by the U.S. federal and California state tax authorities.

F-18

AQUA METALS, INC. Notes to Consolidated Financial Statements December 31, 2014 and March 31, 2015 (Information as of March 31, 2015 and for the three months Ended March 31, 2015 is unaudited)

10. Subsequent Events

On February 25, 2015 the Company entered into a purchase and sale agreement (“Purchase Agreement”) for 12.56 acres in the Tahoe-Reno Industrial Center, located in McCarren, Nevada, for a purchase price of $1,066,872. The Purchase Agreement was amended on May 19, 2015 for a final purchase of 11.73 acres at a price of $1,006,370. Escrow on this land purchase closed on May 29, 2015. The Company intends to build its first lead acid battery recycling facility on this site.

On April 1, 2015, the Board of Directors and stockholders of the Company authorized an increase in the number of shares of common stock available for issuance under the 2014 Plan from 720,000 to 1,500,000.

On April 1, 2015, the Board of Directors authorized the issuance of options to purchase a total of 581,000 shares of common stock to seven employees of the Company. The options vest over a three year period and have an exercise price of $3.23 per share.

On May 1, 2015, the Company issued options to purchase a total of 43,268 shares of common stock to independent members of the Board of Directors. The options vest over a three year period and have an exercise price of $3.23 per share.

On May 13, 2015, the Company filed confidentially a registration statement on form S-1 with the Securities and Exchange Commission. The registration was for the sale of common stock to raise proceeds of $30,000,000.

The Company has evaluated subsequent events through June 8, 2015 the date which the financial statements were available to be issued.

F-19

________________ Shares of Common Stock

Aqua Metals, Inc.

_________________

PROSPECTUS

~~_________________~~June , 2025

Table of Contents

National Securities Corporation

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

~~ITEM~~Item 13. ~~OTHER~~Other ~~EXPENSES OF~~Expenses ~~ISSUANCE~~of ~~AND~~Issuance ~~DISTRIBUTION~~and Distribution

The following table sets forth the ~~various~~estimated expenses to be ~~incurred~~ borne by the registrant in connection with the ~~sale~~issuance and distribution of ~~our~~the ~~common~~securities ~~stock~~ being registered hereby, all of which will be borne by us (except any underwriting discounts and commissions and expenses incurred for brokerage, accounting, tax or legal services or any other expenses incurred in disposing of the shares). ~~All amounts shown are estimates except the SEC registration fee.~~

SEC Filing Fee	$	4,489.97
Item	Amount to be paid
FINRA Fee	$	4,364.00
SEC registration fee	$	245
Underwriter’s Legal Fees and Expenses.	$	185,000.00
Accounting fees and expenses		20,000
Nasdaq Fee	$	50,000.00
Legal fees and expenses		50,000
Printing Expenses	$	25,000.00
Miscellaneous fees and expenses		5,000
Accounting Fees and Expenses	$	75,000.00
Total	$	75,245
Legal Fees and Expenses	$	175,000.00
Transfer Agent and Registrar Expenses	$	15,000.00
Miscellaneous	$	66,146.03
Total	$	600,000.00

~~ITEM~~Item 14. ~~INDEMNIFICATION OF~~Indemnification ~~DIRECTORS~~of ~~AND~~Directors ~~OFFICERS~~and Officers.

The ~~following~~Delaware ~~summary~~General isCorporation ~~qualified~~Law provides that corporations may include a provision in ~~its~~their ~~entirety~~certificate byof ~~reference~~incorporation relieving directors of monetary liability for breach of their fiduciary duty as directors, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the ~~complete~~corporation ~~text~~or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of a dividend or unlawful stock purchase or redemption, or (iv) for any ~~statutes~~transaction ~~referred~~from towhich ~~below~~the director derived an improper personal benefit. Our amended and ~~the~~ restated certificate of incorporation provides that directors are not liable to us or our stockholders for monetary damages for breach of ~~Aqua~~their ~~Metals,~~fiduciary ~~Inc~~duty as directors to the fullest extent permitted by Delaware law. In addition to the foregoing, aour ~~Delaware corporation~~amended and restated certificate of incorporation provides that we may indemnify directors and officers to the fullest extent permitted by law and we have entered into indemnification agreements with each of our directors and executive officers.

~~Section~~The ~~145~~above ofprovisions ~~the~~in ~~General~~our ~~Corporation~~amended ~~Law~~and ofrestated ~~the~~certificate ~~State~~ of ~~Delaware (the~~incorporation ~~“DGCL”)~~may ~~permits~~have a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the ~~right~~effect of reducing the ~~corporation)~~ bylikelihood ~~reason~~ of ~~the~~derivative ~~fact~~litigation ~~that~~against ~~the~~directors ~~person~~and ismay ordiscourage ~~was a director, officer, employee~~ or ~~agent~~deter ofstockholders ~~the corporation,~~ or ismanagement ~~or was~~from ~~serving~~bringing ~~at the request of the corporation as~~ a ~~director, officer,~~lawsuit ~~employee~~against ordirectors ~~agent~~for breach of ~~another~~their ~~corporation,~~fiduciary ~~partnership~~duty, ~~joint~~ ~~venture,~~even ~~trust~~though orsuch ~~other~~an ~~enterprise~~action, ~~against~~if ~~expenses (including attorneys’ fees)~~successful, ~~judgments,~~might ~~fines~~otherwise ~~and~~have ~~amounts paid~~benefited inus ~~settlement actually~~ and ~~reasonably~~our ~~incurred~~stockholders. ~~by the person in connection with such action~~However, ~~suit~~we orbelieve ~~proceeding~~that if the ~~person acted~~foregoing inprovisions ~~good~~are ~~faith~~necessary ~~and in a manner the person reasonably believed~~ to beattract ~~in or not opposed to the best interests of the corporation,~~ and, ~~with~~retain ~~respect~~qualified topersons ~~any~~as ~~criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful~~directors.

~~In the case of an action by or in the right of the corporation~~Additionally, ~~Section~~ ~~145~~we ofmaintain ~~the DGCL permits~~ a ~~Delaware~~general ~~corporation~~liability toinsurance ~~indemnify any~~policy ~~person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact~~ that ~~the~~covers ~~person~~certain isliabilities ~~or was a director, officer, employee or agent~~ of ~~the~~our ~~corporation,~~directors orand isofficers orarising ~~was~~out ~~serving at the request~~ of ~~the~~claims ~~corporation~~based ason aacts ~~director, officer, employee~~ or ~~agent~~ ofomissions ~~another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person~~ in ~~connection with~~their ~~such~~capacities action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as todirectors ~~which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery~~ or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem properofficers.

~~Section~~Insofar ~~145~~as ofindemnification ~~the~~for ~~DGCL~~liabilities ~~also~~arising ~~permits~~under athe ~~Delaware~~Securities ~~corporation~~Act ~~to purchase and maintain insurance on behalf~~ of ~~any~~1933 ~~person~~may ~~who~~be ispermitted ~~or was~~to aour ~~director~~directors, ~~officer,~~officers ~~employee~~and orcontrolling ~~agent~~persons ofpursuant to the ~~corporation~~foregoing provisions, or is orotherwise, ~~was~~we ~~serving~~have atbeen ~~the~~advised ~~request~~that ofin the ~~corporation~~opinion ~~as a director, officer, employee or agent~~ of ~~another~~the ~~corporation~~SEC, ~~partnership, joint~~such ~~venture,~~indemnification ~~trust~~is oragainst ~~other~~public ~~enterprise~~policy ~~against~~as ~~any~~expressed ~~liability asserted~~in ~~against~~the ~~such~~Securities ~~person~~Act and ~~incurred by such person in any such capacity~~is, ~~or arising out of such person’s status as such~~therefore, ~~whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL~~unenforceable.

~~II-1~~Item 15. Recent Sales of Unregistered Securities.

Article Sixth of our First Amended and Restated Certificate of Incorporation states that to the fullest extent permitted by the DGCL our directors shall not be personally liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.None

Article Sixth of our First Amended and Restated Certificate of Incorporation authorizes us, to the fullest extent permitted by applicable law, to provide indemnification of (and advancement of expenses to) our directors, officers, employees and agents (and any other persons to which the DGCL permits us to provide indemnification) through bylaw provisions, agreements with such directors, officers, employees, agents or other persons, vote of stockholders or disinterested directors or otherwise, subject only to limits created by the DGCL with respect to actions for breach of duty to our corporation, our stockholders and others.II-1

~~Article~~Table X of our Bylaws provides that we shall, to the maximum extent and in the manner permitted by the DGCL, indemnify each of our directors against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was a director of the Company. Article X of our Bylaws also provides that we may, to the maximum extent and in the manner permitted by the DGCL, indemnify each of our employees, officers and agents against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee, officer or agent of the Company. The right to indemnification conferred by Article X includes the right to be paid by us the expenses incurred in defending any action or proceeding for which indemnification is required or permitted following authorization thereof by the board of directors shall be paid in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in Article X. We may maintain insurance, at our expense, to protect the Company and any of our directors, officers, employees or agents against any such expense, liability or loss, whether or not we have the power to indemnify such person.Contents

AsItem permitted by the DGCL, we have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify such persons against various actions including, but not limited to, third-party actions where such director or executive officer, by reason of his or her corporate status, is a party or is threatened to be made a party to an action, or by reason of anything done or not done by such director in any such capacity16. WeExhibits ~~intend to indemnify directors~~ and ~~executive~~ ~~officers~~Financial ~~against~~Statement all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf such directors or executive officers and for any expenses actually and reasonably incurred by such directors or executive officers in connection with such action, if such directors or executive officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawfulSchedules. We also intend to advance to our directors and executive officers expenses (including attorney’s fees) incurred by such directors and executive officers in advance of the final disposition of any action after the receipt by the Company of a statement or statements from directors or executive officers requesting such payment or payments from time to time, provided that such statement or statements are accompanied by an undertaking, by or on behalf of such directors or executive officers, to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified against such expenses by the Company.

~~The indemnification agreements also set forth certain procedures that will apply in the event of~~ (a) claim for indemnification or advancement of expenses, including, among others, provisions about providing notice to the Company of any action in connection with which a director or executive officer seeks indemnification or advancement of expenses from the Company and provisions concerning the determination of entitlement to indemnification or advancement of expenses.Exhibits

~~Prior~~The exhibits to the ~~closing~~registration ofstatement ~~this~~are ~~offering~~listed wein ~~plan to enter into an underwriting agreement, which will provide that~~ the ~~underwriters are~~Exhibit ~~obligated,~~Index ~~under~~attached ~~some~~hereto ~~circumstances, to indemnify our directors, officers~~ and ~~controlling~~incorporated ~~persons~~by ~~against~~reference ~~specified liabilities~~herein.

~~ITEM~~(b) ~~15.~~Financial ~~RECENT~~Statement ~~SALES OF UNREGISTERED SECURITIES~~Schedules

~~Since~~No financial statement schedules are provided because the ~~inception~~information ofcalled ~~our~~for ~~corporation,~~is wenot ~~issued~~required ~~the~~or ~~following securities~~is ~~without~~shown ~~registration~~either ~~under~~in ~~the~~financial ~~Securities~~statements ~~Act~~or ofthe ~~1933, as~~related ~~amended~~notes.

InExhibit June 2014, we sold 4,800,000 shares of common stock to our seven founding shareholders in consideration of their contribution of $39,837 of cash and a patent application and related intellectual property valued at $637,158. The issuance was exempt pursuant to Section 4(a)(2) of the Securities Act.Index

II-2

Number	Exhibit Description	Method of Filing


3.1	First Amended and Restated Certificate of Incorporation of the Registrant	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on June 9, 2015

3.2	Certificate of Amendment of First Amended and Restated Certificate of Incorporation of the Registrant	Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed on June 25, 2015

3.3	Certificate of Amendment to the First Amended and Restated Certificate of Incorporation	Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

3.4	Certificate of Amendment to the First Amended and Restated Certificate of Incorporation	Incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q filed on July 21, 2022

3.5	Certificate of Amendment of Amended and Restated Certificate of Incorporation	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 1, 2024

3.6	Third Amended and Restated Bylaws of the Registrant	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 21, 2022

4.1	Specimen Certificate representing shares of common stock of Registrant	Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on July 20, 2015

4.2	Underwriting Agreement dated as of July 18, 2023 between the Company and The Benchmark Company, LLC	Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on July 19, 2023

4.3	Warrant dated August 4, 2023 issued to Network 1 Financial Services, Inc.	Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 28, 2024

4.4	Warrant dated July 21, 2023 issued to The Benchmark Company, LLC	Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 28, 2024

~~In August 2014, we issued to Wirtz Manufacturing Co. Inc. a convertible promissory note in the original principal amount of $500,000. The issuance was exempt pursuant to Section 4(a)(~~II-2~~) of the Securities Act.~~

OnTable ~~September 8, 2014, we issued to Liquid Patent Consulting, LLC warrants to purchase 480,000 shares~~ of ~~our common stock at an exercise price of $0.003 per share over a five-year term. The issuance was exempt pursuant to Section 4(a)(2) of the Securities Act.~~Contents

On October 31, 2014, we consummated an offering of $6.0 million in principal amount of our senior secured convertible promissory notes for the cash consideration of $5.5 million and exchange of a previously issued $500,000 promissory note. Interest accrues on the unpaid principal amount under the convertible notes at the rate of six percent (6%) per year, except during any event of default under the convertible notes in which case the interest rate shall be twelve percent (12%) per year. All principal and interest under the convertible notes are due and payable on December 31, 2015. Pursuant to the terms of our investment agreement with Wirtz Manufacturing Co. Inc., Wirtz exchanged its aforementioned convertible promissory note investment in our company for a senior secured convertible promissory notes sold in the October 2014 private placement. All principal and interest under the senior secured convertible promissory notes are convertible into shares of common stock. The notes were issued pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder. All of the investors were accredited investors as such term is defined in Rule 501 under the Securities Act.

4.5	Warrant dated January 22, 2019 issued to National Securities Corporation	Incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K filed on February 28, 2019

4.6	Form of Non-Redeemable Common Stock Purchase Warrant issued to investors in May 2024 public offering	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 15, 2024

4.7	Form of Warrant Agency Agreement to be entered into between the Company and VStock Transfer, LLC	Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 15, 2024

4.8	Form of Underwriter Warrant to be issued to the Benchmark Company, LLC in May 2024 public offering	Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 15, 2024

4.9	Form of Common Stock Purchase Warrant issued to investors in December 2024 private placement	Incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on March 31, 2025

4.10	Description of Capital Stock	Incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K filed on February 25, 2022

5.1	Opinion of Greenberg Traurig, LLP	Filed herewith

10.1*	Form of Indemnification Agreement entered into by the Registrant with its Officers and Directors	Incorporated by reference to Exhibit 10.1+ to the Company’s Registration Statement on Form S-1 filed on June 9, 2015

10.2	Loan Agreement dated January 27, 2023 with Summit Investment Services, LLC	Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 28, 2024

10.3*	Aqua Metals, Inc. Officer and Director Share Purchase Plan	Incorporated by reference to Exhibit 10.2* to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017

10.4*	Aqua Metals 2019 Stock Incentive Plan	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on March 4, 2019

10.5*	Loan Agreement dated September 30, 2022 with Summit Investment Services, LLC	Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 9, 2023

10.6*	Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Stephen Cotton	Incorporated by reference to Exhibit 10.11* to the Company’s Annual Report on Form 10-K filed on March 28, 2024

10.7*	Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Judd Merrill	Incorporated by reference to Exhibit 10.12* to the Company’s Annual Report on Form 10-K filed on March 28, 2024

National Securities Corporation acted as placement agent in connection with the October 2014 placement. We paid National Securities Corporation a 10% selling commission on all convertible notes sold. We also issued to National Securities a warrant to purchase shares of our common stock equal to 10% of our common shares issuable upon conversion of the notes sold in the placement. The warrant issuance was exempt pursuant to Section 4(a)(2) of the Securities Act.II-3

WeTable ~~believe the offers, sales and issuances~~ of the above securities by us were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act as transactions not involving a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates, notes and warrants issued in these transactions. All recipients had adequate access, through their relationships with us, to information about our Company. The sales of these securities were made without any general solicitation or advertising.Contents

ITEM 16. EXHIBITS

10.8*	Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Benjamin Taecker	Incorporated by reference to Exhibit 10.13* to the Company’s Annual Report on Form 10-K filed on March 28, 2024

10.9*	Amended and Restated Aqua Metals 2022 Employee Stock Purchase Plan	Incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed on April 5, 2023

10.10	Form of Secured Promissory Note issued in December 2024 Private Placement	Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 31, 2025

10.11	Security Agreement dated December 18, 2024 between the Registrant and Purchasers of Notes in the December 2024 Private Placement	Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 31, 2025

10.12	Purchase Agreement dated May 15, 2025 between the Registrant and Lincoln Park Capital Fund, LLC	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025

10.13	Registration Rights Agreement dated May 15, 2025 between the Registrant and Lincoln Park Capital Fund, LLC	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 16, 2025

10.14	Purchase and Sale Agreement and Joint Escrow Instructions dated May 11, 2025 between Aqua Metals Waltham Holding LLC and Trident Enterprises, Inc.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025

21.1	List of subsidiaries of Registrant	Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 28, 2024

23.1	Consent of Forvis Mazars, LLP, Independent Registered Public Accounting Firm	Filed herewith

23.2	Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1)	Filed herewith

24.1	Power of Attorney (included on the signature page to this registration statement)

107	Filing Fee Table	Filed herewith

Exhibit No.		Description of Document
1.1*		Form of Underwriting Agreement
3.1		First Amended and Restated Certificate of Incorporation of the Registrant
3.2		Amended and Restated Bylaws of the Registrant
4.1*		Specimen Certificate representing shares of common stock of Registrant
4.2		Warrant dated September 8, 2014 issued to Liquid Patent Consulting, LLC
4.3		Form of Senior Secured Convertible Promissory Note issued by the Registrant to investors in the offering completed on October 31, 2014
4.4		Warrant dated October 31, 2014 issued to National Securities Corporation
4.5*		Form of Underwriter’s Warrant
5.1*		Opinion of Greenberg Traurig, LLP regarding the validity of the common stock being registered
10.1+		Form of Indemnification Agreement entered into by the Registrant with its Officers and Directors
10.2+		Aqua Metals, Inc. 2014 Stock Incentive Plan
10.3		Engagement Agreement dated September 8, 2014 between Liquid Patent Consulting, LLC and the Registrant
10.4		Securities Purchase Agreement dated October 31, 2014 between the Purchasers of Senior Secured Convertible Promissory Notes and the Registrant
10.5		Registration Rights Agreement dated October 31, 2014 between the Purchasers of Senior Secured Convertible Promissory Notes and the Registrant
10.6		Security Agreement dated October 31, 2014 between the Purchasers of Senior Secured Convertible Promissory Notes and the Registrant
10.7		Real Estate Purchase and Sale Agreement dated February 23, 2015 between Tahoe-Reno Industrial Center, LLC and the Registrant

* Indicates management compensatory plan, contract or arrangement.

II-34

Exhibit No.		Description of Document
10.8+		Executive Employment Agreement dated January 15, 2015 between Stephen R. Clarke and the Registrant
10.9+		Executive Employment Agreement dated January 15, 2015 between Thomas Murphy and the Registrant
10.10+		Executive Employment Agreement dated January 1, 2015 between Selwyn Mould and the Registrant
10.11+		Executive Employment Agreement dated January 15, 2015 between Stephen D. Cotton and the Registrant
10.12		Form of Lock-Up Agreement
10.13		Third Amendment to Purchase and Sale Agreement dated May 19, 2015 between Tahoe-Reno Industrial Center, LLC and the Registrant
21.1		List of Subsidiaries
23.1		Consent of Armanino LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on page II-5)

Item 17. Undertakings

~~____________~~The undersigned registrant hereby undertakes:

* (1) To ~~be filed~~file, byduring any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~+ Indicates management~~i. ~~compensatory~~To ~~plan,~~include ~~contract~~any orprospectus ~~arrangement~~required by Section 10(a)(3) of the Securities Act of 1933, as amended;

~~ITEM~~ii. 17To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. ~~UNDERTAKINGS~~ Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

~~The~~iii. ~~undersigned~~To ~~registrant~~include ~~hereby~~any ~~undertake~~material toinformation ~~provide~~with respect to the ~~underwriter~~ atplan ~~the~~of ~~closing~~distribution ~~specified~~not previously disclosed in the ~~underwriting agreements,~~registration ~~certificates~~statement inor ~~such~~any ~~denominations~~material ~~and~~change ~~registered~~to in such ~~names~~information asin ~~required by~~ the ~~underwriters~~registration ~~to permit prompt delivery to each purchaser~~statement.

~~Insofar~~provided, however, asthat ~~indemnification~~paragraphs ~~for liabilities arising under the Securities Act of 1933 may be permitted to directors~~(1)(i), ~~officers~~ (ii) and ~~controlling~~ ~~persons~~(iii) above ofdo ~~the~~not ~~registrant~~apply ~~pursuant~~if to the ~~foregoing provisions,~~information orrequired ~~otherwise,~~to ~~the~~be included ~~registrant has been advised that~~ in ~~the~~ ~~opinion~~a ofpost-effective ~~the~~amendment ~~Securities~~by ~~and~~those ~~Exchange~~paragraphs ~~Commission such indemnification~~ is ~~against~~contained ~~public policy as expressed~~ in ~~the Securities~~reports ~~Act~~filed ~~and~~with ~~is,~~or ~~therefore,~~furnished to ~~unenforceable. In~~ the ~~event~~SEC ~~that a claim for indemnification against such liabilities (other than the payment~~ by the registrant ofpursuant ~~expenses~~to ~~incurred~~section or13 ~~paid by a director, officer~~ or ~~controlling~~section ~~person~~15(d) of the ~~registrant~~Securities inExchange ~~the successful~~Act ~~defense~~ of ~~any~~1934 that ~~action,~~are ~~suit~~incorporated ~~or proceeding) is asserted~~ by ~~such~~reference ~~director, officer or controlling person~~ in ~~connection with~~ the ~~securities~~registration ~~being~~statement ~~registered,~~or ~~the~~is ~~registrant~~contained ~~will, unless~~ in ~~the opinion of its counsel the matter has been settled by controlling precedent, submit to~~ a ~~court~~form of ~~appropriate~~prospectus ~~jurisdiction~~filed pursuant ~~the question~~to ~~whether~~Rule ~~such~~424(b) ~~indemnification~~that ~~by it~~ is ~~against~~part ~~public policy~~of ~~as expressed in~~ the ~~Securities~~registration ~~Act and will be governed by the final adjudication of such issue~~statement.

~~The~~(2) ~~undersigned~~That, ~~registrant~~for ~~undertakes~~the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that: time shall be deemed to be the initial bona fide offering thereof.

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus as filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.II-5

~~(2) For~~Table ~~the purpose~~ of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Contents

II(3) To remove from registration by means of a post-4effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~SIGNATURES~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~Pursuant~~(5) toThe ~~the~~undersigned ~~requirements~~registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s ~~has~~annual ~~duly~~report ~~caused~~pursuant ~~this~~to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be ~~signed on~~a ~~its~~new ~~behalf~~registration bystatement ~~the~~relating ~~undersigned,~~to ~~thereunto~~the ~~duly~~securities ~~authorized~~offered therein, inand the ~~City~~ offering of ~~Oakland,~~such ~~California~~securities onat ~~this~~that ~~9th day~~time ofshall ~~June~~be ~~2015~~deemed to be the initial bona fide offering thereof.

~~AQUA~~(6) ~~METALS~~Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, ~~INC.~~officers ~~/s/~~and ~~Stephen~~controlling R.persons ~~Clarke~~of ~~Stephen~~the R.registrant ~~Clarke~~pursuant ~~Chief~~to ~~Executive~~the ~~Officer~~foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and ~~Director~~is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (~~Principal~~other ~~Executive~~than ~~Officer~~the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~POWER OF ATTORNEY~~II-6

Table of Contents

Each person whose signature appears below constitutes and appoints Stephen R. Clarke and Thomas Murphy and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-1, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ~~this registration~~the ~~statement~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has ~~been~~duly caused this registration statement to be signed on its behalf by the ~~following persons~~undersigned, thereunto duly authorized, in the ~~capacities~~City ~~and~~of Reno, Nevada on ~~the~~this ~~dates~~4th ~~indicated~~day of June 2025.

Signature	Title	Date
/s/ Stephen R. Clarke	Chief Executive Officer and Director	June 9, 2015
Stephen R. Clarke	(Principal Executive Officer)
/s/ Thomas Murphy	Chief Financial Officer and Director	June 9, 2015
Thomas Murphy	(Principal Financial and Accounting Officer)
/s/ Stan Kimmel	Director	June 9, 2015
Stan Kimmel
/s/ Vincent L. DiVito	Director	June 9, 2015
Vincent L. DiVito

	AQUA METALS, INC.

	By:	/s/ Stephen Cotton
	Name:	Stephen Cotton
	Title:	Chief Executive Officer

II-57

Table of Contents

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Stephen Cotton and Eric West, and each of them, as such person’s true and lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Stephen Cotton	Chief Executive Officer, President and Director	June 4, 2025
Stephen Cotton	(Principal Executive Officer)

/s/ Eric West	Chief Financial Officer	June 4, 2025
Eric West	(Principal Financial and Accounting Officer)

/s/ Vincent L. DiVito	Chairman of the Board of Directors	June 4, 2025
Vincent L. DiVito

/s/ Eric Gangloff		Director		June 4, 2025
Eric Gangloff

/s/ Steve Henderson		Director		June 4, 2025
Steve Henderson

II-8

Filing Compare · Aqua Metals, Inc.