Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2018 - 4:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Aqua
Metals, Inc.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
03837J101
(CUSIP
Number)
Kelvin
F. Sellers
Interstate
Emerging Investments, LLC
Interstate
Batteries, Inc.
12770
Merit Drive, Suite 1000
Dallas,
Texas 75271
(972)
455-6457
Copies
to:
Wesley
Williams
Thompson
& Knight LLP
One
Arts Plaza
1722
Routh Street, Suite 1500
Dallas,
Texas 75201-2533
(214)
969-1700
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
August 6, 2018
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAMES
OF REPORTING PERSONS:
INTERSTATE
EMERGING INVESTMENTS, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY:
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
0
|
8
|
SHARED
VOTING POWER:
3,483,452
|
9
|
SOLE
DISPOSITIVE POWER:
0
|
10
|
SHARED
DISPOSITIVE POWER:
3,483,452
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,483,452
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.34%
(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
(1)
|
Percentage
of class calculated based on 38,779,710 total outstanding shares of Common Stock as of August 6, 2018, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the Securities and Exchange Commission (“
SEC
”)
on August 8, 2018, plus 702,247 shares of Common Stock at a price of $3.33 per share issuable upon the exercise on or before June
23, 2020 of the Two Year Warrant (as defined in Item 3), 1,605,131 shares of Common Stock at a price of $9.00 per share issuable
upon the exercise on or before May 24, 2019 of the Three Year Warrant (as defined in Item 3), and 702,247 shares of Common Stock
at a price of $7.12 per share issuable upon the conversion on or before May 24, 2019 of the Note (as defined in Item 3).
|
1
|
NAMES
OF REPORTING PERSONS:
INTERSTATE
BATTERIES, INC.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY:
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
0
|
8
|
SHARED
VOTING POWER:
3,483,452
|
9
|
SOLE
DISPOSITIVE POWER:
0
|
10
|
SHARED
DISPOSITIVE POWER:
3,483,452
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,483,452
(2)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.34%
(3)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
|
(2)
|
Includes
3,483,452 shares of Common Stock of the Issuer owned by Interstate Emerging Investments, LLC, a Delaware limited liability company
(“
Interstate Emerging
”). Interstate Batteries, Inc., a Delaware corporation (“
IBI
”), is
the sole member of Interstate Emerging. As a result, IBI may be deemed to have the power to vote or direct the vote or to dispose
or direct the disposition of the shares owned by Interstate Emerging. IBI disclaims beneficial ownership of the securities owned
by Interstate Emerging in excess of its pecuniary interest therein and this statement shall not be deemed an admission that IBI
is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “
Exchange Act
”), or any other purpose.
|
|
(3)
|
Percentage
of class calculated based on 38,779,710 total outstanding shares of Common Stock as of August 6, 2018, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 8, 2018, plus 702,247 shares of
Common Stock at a price of $3.33 per share issuable upon the exercise on or before June 23, 2020 of the Two Year Warrant (as defined
in Item 3), 1,605,131 shares of Common Stock at a price of $9.00 per share issuable upon the exercise on or before May 24, 2019
of the Three Year Warrant (as defined in Item 3), and 702,247 shares of Common Stock at a price of $7.12 per share issuable upon
the conversion on or before May 24, 2019 of the Note (as defined in Item 3).
|
This
Amendment No. 4 to Schedule 13D (this “
Amendment No. 4
”) amends the information provided in the Statement on
Schedule 13D filed on June 1, 2016 (the “
Original Schedule 13D
”), as amended by Amendment No. 1 to Schedule
13D filed on August 17, 2016 (“
Amendment No. 1
”), Amendment No. 2 to Schedule 13D filed on May 16, 2017 (“
Amendment
No. 2
”) and Amendment No. 3 to Schedule 13D filed on July 5, 2018 (“
Amendment No. 3
” and, with the
Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “
Schedule 13D
”). This Amendment No. 4 amends
the information disclosed in the Schedule 13D as set forth herein. Except as otherwise specified in this Amendment
No. 4, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined herein have
the respective meanings ascribed to them in the Schedule 13D.
Responses
to each item of this Amendment No. 4 are incorporated by reference into the response to each other item, as applicable.
Item
3.
|
Source and Amount of Funds
and Other Consideration
|
Item 3
of the Schedule 13D is
hereby amended and supplemented by adding the following sentence
at the end thereof:
On
August 6, 2018, Interstate Emerging, the Issuer and the other party thereto entered into an Amendment No. 1 to Omnibus Amendment
Agreement to effect certain non-substantive structural changes to the Omnibus Amendment Agreement.
Item
5.
|
Interest in Securities
of the Issuer
|
Paragraphs
(a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)
Interstate Emerging beneficially owns an aggregate of 3,483,452 shares of Common Stock of the Issuer, representing 8.34% of the
outstanding Common Stock of the Issuer (based on 38,779,710 total outstanding shares of Common Stock as of August 6, 2018, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August
8, 2018, plus 702,247 shares of Common Stock at a price of $3.33 per share issuable upon the exercise on or before June 23, 2020
of the Two Year Warrant, 1,605,131 shares of Common Stock at a price of $9.00 per share issuable upon the exercise on or before
May 24, 2019 of the Three Year Warrant, and 702,247 shares of Common Stock at a price of $7.12 per share issuable upon the conversion
on or before May 24, 2019 of the Note).
(b)
IBI is the sole member of Interstate Emerging and owns 100% of the membership interests of Interstate Emerging. As such, IBI can
cause Interstate Emerging to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned
by Interstate Emerging.
(c)
Other than as described in Item 3, neither Interstate Emerging nor IBI has effected any transactions in the shares of Common Stock
during the 60 days preceding the date hereof.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item
6 of the Schedule 13D is hereby
amended and supplemented by adding the following paragraph
at the end thereof
:
On
August 6, 2018, Interstate Emerging, the Issuer and the other party thereto entered into an Amendment No. 1 to Omnibus Amendment
Agreement as described in Item 3 above and attached as Exhibit 1 hereto. The description of Amendment No. 1 to Omnibus Amendment
Agreement is qualified in its entirety by reference to the full text of the agreement, filed as Exhibit 1 hereto.
Item
7.
|
Materials
to be Filed as Exhibits
|
Item
7 is hereby amended to add the following exhibit:
Exhibit
1
|
Amendment
No. 1 to Omnibus Amendment Agreement, by and among the Issuer, Interstate Emerging Investments, LLC and the other party thereto,
dated August 6, 2018 (incorporated by reference to Exhibit 10.6 to the Issuer’s Quarterly Report on Form 10-Q filed with
the SEC on August 8, 2018).
|
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Date: August 20, 2018
|
|
|
|
INTERSTATE EMERGING INVESTMENTS, LLC
|
|
|
|
|
By:
|
Interstate Batteries, Inc., its sole member
|
|
|
|
|
By:
|
/s/ William McDade
|
|
|
|
William McDade
|
|
|
Vice President & Chief Financial Officer
|
|
|
|
|
INTERSTATE BATTERIES, INC.
|
|
|
|
|
By:
|
/s/ William McDade
|
|
|
|
William McDade
|
|
|
Vice President & Chief Financial Officer
|
Aqua Metals (NASDAQ:AQMS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aqua Metals (NASDAQ:AQMS)
Historical Stock Chart
From Apr 2023 to Apr 2024