SEC Comment Letter for Aqua Metals, Inc. (AQMS) (CIK 0001621832) (AQMS) — Mar 7, 2017
Aqua Metals, Inc. (AQMS) (CIK 0001621832)
Date: March 7, 2017 · CIK: 0001621832 · Accession: 0000000000-17-007524
AI Filing Summary & Sentiment
File numbers found in text: 333-216250
Letter
Mail Stop 4631 March 7, 2017 Via E -mail Stephen Clarke Chief Executive Officer Aqua Metals, Inc. 1010 Atlantic Avenue Alameda, CA 94501
Re: Aqua Metals, Inc. Registration Statement on Form S-3 Filed February 27, 2017 File No. 333-216250
Dear Mr. Clarke :
We have limited our review of your registration statement to the issue we have addressed in our comment.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewi ng any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments.
General
1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended December 31 , 2016 i ncorporates by reference portions of your definitive proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended the Form 10 -K to include Part III infor mation or filed the definitive proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Questions 123.01.
Incorporation of Certain Documents by reference, page 10
2. Please update this section to specifically incorporate by reference the Form 10 -K filed March 2, 2017 . In addition, please specifically incorporate each current and periodi c report filed by you between the date of this letter and the registration statement´s
Stephen Clarke Aqua Metals, Inc. March 7 , 2017 Page 2
effective date, or include the language set forth in Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3754 with any questions.
Sincerely,
/s/ Asia Timmons -Pierce, for
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Mail Stop 4631 March 7, 2017 Via E -mail Stephen Clarke Chief Executive Officer Aqua Metals, Inc. 1010 Atlantic Avenue Alameda, CA 94501 Re: Aqua Metals, Inc. Registration Statement on Form S-3 Filed February 27, 2017 File No. 333-216250 Dear Mr. Clarke : We have limited our review of your registration statement to the issue we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewi ng any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. General 1. We note that Part III of your annual report on Form 10 -K for the fiscal year ended December 31 , 2016 i ncorporates by reference portions of your definitive proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended the Form 10 -K to include Part III infor mation or filed the definitive proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Questions 123.01. Incorporation of Certain Documents by reference, page 10 2. Please update this section to specifically incorporate by reference the Form 10 -K filed March 2, 2017 . In addition, please specifically incorporate each current and periodi c report filed by you between the date of this letter and the registration statement´s Stephen Clarke Aqua Metals, Inc. March 7 , 2017 Page 2 effective date, or include the language set forth in Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3754 with any questions. Sincerely, /s/ Asia Timmons -Pierce, for Pamela A. Long Assistant Director Office of Manufacturing and Construction cc: Thomas Murphy, Chief Financial Officer Daniel Donahue, Esq.