aqms20260630

aqms20260630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2026

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

For the transition period from to .

Commission file number: 001-37515

Aqua Metals, Inc.

(Exact name of registrant as specified in its charter)

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

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Address of principal executive offices, including zip code)

(775) 446-4418

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

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

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

As of July 24, 2026, there were 3,563,531 outstanding shares of the common stock of Aqua Metals, Inc.

Table of Contents

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 - Unaudited	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 - Unaudited	2
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 - Unaudited	4
	Notes to Condensed Consolidated Financial Statements - Unaudited	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
	PART II - OTHER INFORMATION
Item 1A.	Risk Factors	18
Item 5	Other Information	18
Item 6.	Exhibits	19

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AQUA METALS, INC.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share amounts)

	*June 30, 2026*			*December 31, 2025*
ASSETS
Current assets
Cash and cash equivalents	$	4,744		$	10,810
Note receivable - LION ENERGY, net		1,640			2,069
Interest receivable - LION ENERGY, net		24			—
Inventory		242			244
Prepaid expenses and other current assets		225			282
Total current assets		6,875			13,405

Non-current assets
Property and equipment, net		5,370			5,763
Intellectual property, net		46			76
Other assets		331			462
Total non-current assets		5,747			6,301

Total assets	$	12,622		$	19,706

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	393		$	547
Accrued expenses		2,146			3,570
Lease liability, current portion		289			311
Total current liabilities		2,828			4,428

Non-current liabilities
Lease liability, non-current portion		152			281
Warrant liability		112			227
Total liabilities		3,092			4,936

Commitments and contingencies (see Note 13)

Stockholders’ equity
Common stock; $0.001 par value; 300,000,000 shares authorized; 3,548,104 and 3,543,978, shares issued and outstanding as of June 30, 2026, respectively and 3,004,898 and 2,999,592 shares issued and outstanding as of December 31, 2025, respectively		4			3
Additional paid-in capital		288,392			285,212
Accumulated deficit		(278,850	)		(270,416	)
Treasury stock, at cost; common shares: 4,126 and 5,306 as of June 30, 2026 and December 31, 2025, respectively		(16	)		(29	)
Total stockholders’ equity		9,530			14,770

Total liabilities and stockholders’ equity	$	12,622		$	19,706

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

Table of Contents

AQUA METALS, INC.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except share and per share amounts)

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2026*			*2025*			*2026*			*2025*

Operating cost and expense
Plant operations	$	564		$	776		$	1,065		$	1,501
Research and development cost		248			295			530			631
Impairment and loss on disposal of property, plant and equipment		—			3,765			—			9,012
Provision for credit losses		2,059			—			2,496			—
General and administrative expense		1,723			2,195			4,643			4,571
Total operating expense		4,594			7,031			8,734			15,715

Loss from operations		(4,594	)		(7,031	)		(8,734	)		(15,715	)

Other income and (expense)
Interest expense		(6	)		(245	)		(14	)		(647	)
Loss on extinguishment of debt		—			(825	)		—			(825	)
Interest and other income		51			497			201			777
Change in fair value of warrant liability		69			836			115			1,327

Total other income, net		114			263			302			632

Loss before income tax expense		(4,480	)		(6,768	)		(8,432	)		(15,083	)

Income tax expense		—			2			2			2

Net loss		(4,480	)		(6,770	)		(8,434	)		(15,085	)


Weighted average shares outstanding, basic and diluted		3,408,273			910,129			3,322,899			860,146

Basic and diluted net loss per share	$	(1.31	)	$	(7.44	)	$	(2.54	)	$	(17.54	)

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

Table of Contents

AQUA METALS, INC.

Condensed Consolidated Statements of Stockholders’ Equity - Unaudited

(in thousands, except share amounts)

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

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

Stock-based compensation		—		—		325			—			—			—			325
Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting		12,382		—		(38	)		—			(2,559	)		16			(22	)
Common stock issued for ATM share sales, net of $19 transaction costs		180,992		1		580			—			—			—			581
Net loss		—		—		—			(4,480	)		—			—			(4,480	)

Balances, June 30, 2026		3,543,978	$	4	$	288,392		$	(278,850	)		4,126		$	(16	)	$	9,530

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

Stock-based compensation		—		—		775			—			—			—			775
Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting		33,045		—		(91	)		—			(1,180	)		13			(78	)
Common stock issued for employee stock purchase plan sales		131,569		—		621			—			—			—			621
Common stock issued for ATM share sales, net of $53 transaction costs		379,772		1		1,875			—			—			—			1,876
Net loss		—		—		—			(8,434	)		—			—			(8,434	)

Balances, June 30, 2026		3,543,978	$	4	$	288,392		$	(278,850	)		4,126		$	(16	)	$	9,530

Balances, March 31, 2025		836,255	$	1	$	265,682		$	(256,085	)		2,648		$	(67	)	$	9,531

Stock-based compensation		—		—		506			—			—			—			506
Common stock issued to employees and directors, includes RSUs vesting and withholdings to satisfy tax withholdings on RSUs vesting		4,904		—		—			—			—			—			—
Common stock issued for ATM share sales, net of $39 transaction costs		151,825		—		1,521			—			—			—			1,521
Common stock issued for ELOC share sales, net of $3 transaction costs		12,000		—		69			—			—			—			69
Common stock issued for broker fees		22,717		—		261			—			—			—			261
Net loss		—		—		—			(6,770	)		—			—			(6,770	)

Balances, June 30, 2025		1,027,701	$	1	$	268,039		$	(262,855	)		2,648		$	(67	)	$	5,118

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

Stock-based compensation		—		—		961			—			—