1. Organization

Aqua Metals (collectively with its subsidiaries, the “Company”) is engaged in the business of applying its commercialized clean, water-based recycling technology principles to develop the clean and cost-efficient recycling solutions for lithium-ion (“Li”) batteries. Our recycling process is a hydro- and electrometallurgical technology that is an innovative, proprietary and patented process we developed and named AquaRefining. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered chemical regeneration and electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and with minimal waste. The modular “Aqualyzers” cleanly generate ultra-pure metal one atom at a time, closing the sustainability loop for the rapidly growing energy storage economy.

We are in the process of demonstrating that Li AquaRefining, which is fundamentally non-polluting, can create the highest quality and highest yields of recovered minerals from lithium-ion batteries with lower waste streams and lower costs than existing alternatives.

Our focus for the lead market is providing equipment and licensing of our lead acid battery recycling technologies in an enabler model which allows us to work with anyone in the industry globally and address the entire marketplace. Our focus for the lithium market includes operating our first-of-a-kind lithium battery recycling facility, utilizing electricity to recycle instead of intensive chemical processes, fossil fuels, or high-temperature furnaces and licensing.

Reverse Stock Splits

Effective  August 4, 2025, the Company effected a one-for-10 reverse stock split of its issued and outstanding common shares. All share and share price information set forth in this report has been adjusted retrospectively to reflect these reverse stock splits.

Liquidity and Going Concern Assessment

For the six months ended June 30, 2026 and 2025, the Company reported a net loss of $8,434,000 and $15,085,000, respectively, and negative cash from operations of $6,474,000 and $5,299,000, respectively. As of  June 30, 2026, the Company had cash and cash equivalents of approximately $4,744,000, working capital of approximately $4,047,000 and an accumulated deficit of $278,850,000. The decrease in net loss during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was due mainly to a non-cash impairment expense of $9,012,000 recognized during the prior-year period related to construction-in-progress for the facility located at the Tahoe Reno Industrial Center (“TRIC”). The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future.

As an additional liquidity source, the Company maintains an At-the-Market (“ATM”) offering program. Under the ATM Sales Agreement with The Benchmark Company, LLC (“Benchmark”), the Company is permitted to offer and sell shares of its common stock, par value $0.001 per share, from time to time through Benchmark, acting as sales agent, with an aggregate offering price of up to $30,000,000, later increased to $50,000,000. Sales of common stock, if any, under the ATM program are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”). During the six months ended June 30, 2026, the Company sold an aggregate of 379,772 shares of common stock for net proceeds of approximately $1,876,000, after deducting sales commissions and offering expenses. As of  June 30, 2026, $48,050,000 remains available for issuance under the ATM program. Further details of the agreement are included in Note 11 – Stockholders’ equity.

In addition to the ATM program, the Company also maintains an equity line of credit (“ELOC”) with Lincoln Park Capital Fund, LLC  providing for aggregate sales of up to $10,000,000 of common stock. However, pursuant to the securities purchase agreement entered into in connection with the Company’s  October 2025 registered direct offering, the Company is restricted from entering into certain variable rate transactions, which limits the Company’s ability to utilize the ELOC for a period of twelve months following the closing of that transaction. The Company  may issue additional shares under the facility in the future, subject to the terms of the agreement and applicable registration requirements. Further details of the agreement and accounting treatment are included in Note 11 – Stockholders’ equity.

During the six months ended June 30, 2026, under the 2026 ESPP program, the Company sold 131,569 shares of common stock for net proceeds of approximately $621,000. However, we are unable to reasonably estimate whether or at what level such proceeds will recur in future periods.

Management believes that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Given the Company’s continuing losses and expected cash requirements, additional capital will be necessary to fund ongoing operations. While the Company intends to pursue such funding opportunities, including through the ATM program, ELOC, and other potential financing arrangements, there can be no assurance that these efforts will be successful.

The accompanying condensed consolidated financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.