SEC Comment Letter for Aqua Metals, Inc. (AQMS) (CIK 0001621832) (AQMS) — Jul 8, 2015
Aqua Metals, Inc. (AQMS) (CIK 0001621832)
Date: July 8, 2015 · CIK: 0001621832 · Accession: 0000000000-15-035772
AI Filing Summary & Sentiment
Reasoning
Letter
July 8, 2015 Via E -Mail Dr. Stephen R. Clarke Chief Executive Officer Aqua Metals, Inc. 501 23rd Avenue Oakland, CA 94606
Re: Aqua Metals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 25, 2015 File No. 333 -204826
Dear Dr. Clarke :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Dilution, page 35
1. We note in the second paragraph under the dilution heading, your disclosure indicates you had a pro forma net tangible book deficit as of March 31, 2015. Based on the information provided in your capitalization table on the previous page and your dilution table, it app ears that this amount is not a deficit. Please explain why you refer to a book deficit or revise your disclosure as appropriate.
2. Please revise your filing to reflect the proper date of the pro forma net tangible book value per share in your tabular prese ntation. In this regard, we note that you currently reflect a date of March 31, 20145.
Dr. Stephen R. Clarke Aqua Metals, Inc. July 8, 2015 Page 2
Report of Independent Registered Public Accounting Firm, page F -2
3. Please advise your independent accountant to provide you with a dual -dated or re -dated, audit report , so as to include their audit of the reverse stock split and its retrospective presentation in the historical financial statements.
Notes to the Consolidated Financial Statements
3. Intellectual Property, page F -11
4. Please reconcile your disclosure that in June 2014 you sold 4,512,000 shares of common stock to five of your founding shareholders in exchange for intellectual property with a fair value of $1,059,000 with your disclosure on page II -2 that in June 2014 you sold 4,363,641 shares of common stock to your seven founding shareholders in exchange for a cash contribution of $39,837 and intellectual property valued at $1,059,000.
You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Frank Pigott at 202-551-3570 or me at 202-551-3397 with any other questions.
Sincerely,
/s/ Jay Ingram
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July 8, 2015 Via E -Mail Dr. Stephen R. Clarke Chief Executive Officer Aqua Metals, Inc. 501 23rd Avenue Oakland, CA 94606 Re: Aqua Metals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 25, 2015 File No. 333 -204826 Dear Dr. Clarke : We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Dilution, page 35 1. We note in the second paragraph under the dilution heading, your disclosure indicates you had a pro forma net tangible book deficit as of March 31, 2015. Based on the information provided in your capitalization table on the previous page and your dilution table, it app ears that this amount is not a deficit. Please explain why you refer to a book deficit or revise your disclosure as appropriate. 2. Please revise your filing to reflect the proper date of the pro forma net tangible book value per share in your tabular prese ntation. In this regard, we note that you currently reflect a date of March 31, 20145. Dr. Stephen R. Clarke Aqua Metals, Inc. July 8, 2015 Page 2 Report of Independent Registered Public Accounting Firm, page F -2 3. Please advise your independent accountant to provide you with a dual -dated or re -dated, audit report , so as to include their audit of the reverse stock split and its retrospective presentation in the historical financial statements. Notes to the Consolidated Financial Statements 3. Intellectual Property, page F -11 4. Please reconcile your disclosure that in June 2014 you sold 4,512,000 shares of common stock to five of your founding shareholders in exchange for intellectual property with a fair value of $1,059,000 with your disclosure on page II -2 that in June 2014 you sold 4,363,641 shares of common stock to your seven founding shareholders in exchange for a cash contribution of $39,837 and intellectual property valued at $1,059,000. You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Frank Pigott at 202-551-3570 or me at 202-551-3397 with any other questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Via E -Mail Daniel K. Donahue Greenberg Traurig, LLP