Item 1.01 Entry into a Material Definitive Agreement

On June 5, 2020, Aqua Metals, Inc. ("Company") entered into an At The Market Issuance Sales Agreement ("Sales Agreement") with B. Riley FBR, Inc. ("Agent") under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock ("Common Stock"), to or through the Agent as its sales agent. The Company has filed a prospectus supplement pursuant to the Sales Agreement for the offer and sale of its Common Stock having an aggregate offering price of up to $10,000,000.

Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company's previously filed and effective Registration Statement on Form S-3 (File No. 333-235238) and an applicable prospectus supplement, by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended ("Act"). Subject to the terms and conditions of the Sales Agreement, the Agent may sell the Common Stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Act. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of three percent (3%) of the gross sales proceeds of any Common Stock sold through the Agent under the Sales Agreement, and also has provided the Agent with certain indemnification rights. The Company will also reimburse the Agent for certain specified expenses in connection with entering into the Sales Agreement up to a maximum of $50,000.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

The following exhibits are filed with this report:





  Exhibit
   Number                 Exhibit Description                   Method of Filing
1.1              At The Market Issuance Sales Agreement     Filed Electronically
               between B. Riley FBR, Inc. and Aqua          herewith
               Metals, Inc.
5.1              Opinion of Greenberg Traurig, LLP          Filed Electronically
                                                            herewith
23.1             Consent of Greenberg Traurig, LLP          Filed Electronically
               (included in Exhibit 5.1)                    herewith

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