AQUA METALS, INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

               Standard; Transfer of Listing

As noted in Item 5.02 below, on May 19, 2020, Sushil "Sam" Kapoor resigned from the board of directors ("Board") of Aqua Metals, Inc. ("Company"). Mr. Kapoor was one of three members of the audit committee of the Company's Board. As a consequence of Mr. Kapoor's resignation, the Company became out of compliance with NASDAQ Listing Rule 5605(c)(2), which requires that the board of directors of a NASDAQ listed company have an audit committee made up of at least three independent directors. On May 19, 2020, the Company advised The NASDAQ Stock Market LLC ("NASDAQ") of Mr. Kapoor's resignation, its consequences with regard to compliance with NASDAQ Listing Rules 5605(c)(2) and the Company's intention to regain compliance with NASDAQ Listing Rules 5605(c)(2) in a timely manner.

In accordance with NASDAQ Listing Rule 5605(c)(4), the Company has an automatic
cure period in order to regain compliance with NASDAQ Listing Rule 5605(c)(2) as
follows:

      •     until the earlier of the Company's next annual stockholders' meeting or May 19,
            2021; or
      •     if the next annual stockholders' meeting is held before November 16, 2020, then the
            Company must evidence compliance no later than November 16, 2020.

The Company intends to appoint a third independent director to its Board and audit committee, and thereby regain compliance NASDAQ Listing Rule 5605(c)(2), prior to its next annual meeting of stockholders.

Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment
               of Certain Officers; Compensatory Arrangements of Certain Officers

On May 19, 2020, Sushil "Sam" Kapoor resigned from the board of directors ("Board") of Aqua Metals, Inc. ("Company"). Mr. Kapoor's resignation was submitted in accordance with the Company's director resignation policy following the certification of the voting at our annual meeting of stockholders held on May 19. 2020. As reflected in Item 5.07 below, a majority of the votes cast on the matter of Mr. Kapoor's election to the Board were cast as withheld votes. In accordance with the Company's director resignation policy, the independent members of the Board unanimously approved the acceptance of Mr. Kapoor's resignation.

Item 5.07 Submission of Matters to a Vote of Security Holders

We held an annual meeting of stockholders on May 19, 2020, for purposes of:

•Electing four directors, each to serve until our 2021 Annual Meeting of Stockholders; and •Approving an amendment to our 2019 Stock Incentive Plan; and •Ratifying the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020

All of the persons nominated to serve on our board of directors, namely S. Shariq Yosufzai, Vincent L. DiVito, Stephen Cotton, and Sushil "Sam" Kapoor, were elected to our board of directors, with shares voted as follows:

                        Shares voted for   Shares withheld
S. Shariq Yosufzai         15,118,192         3,655,406
Vincent L. DiVito          15,389,804         3,383,794
Stephen Cotton             15,741,465         3,032,133
Sushil "Sam" Kapoor         9,182,484         9,591,114

There were 24,405,223 broker non-votes in the election of directors.

Our stockholders approved the amendment to our 2019 Stock Incentive Plan, with shares voted as follows:

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Shares voted for       12,715,309
Shares against          5,897,182
Shares abstaining         161,107

There were 24,405,223 broker non-votes in the approval of our 2019 Stock Incentive Plan.

Our stockholders ratified the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, with shares voted as follows:

Shares voted for       41,870,123
Shares against            903,893
Shares abstaining         404,805

There were no broker non-votes in the ratification of the appointment of Armanino LLP.

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