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Aqua Metals, Inc. Proxy Solicitation & Information Statement 2018

May 2, 2018

35215_psi_2018-05-02_54ba743e-881b-4a0e-8e97-315fb3a2b874.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 dfan14a11527008_05022018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

AQUA METALS, INC.
(Name of Registrant as Specified in Its Charter)
PHILOTIMO FUND, LP KANEN WEALTH MANAGEMENT, LLC DAVID L. KANEN ANTHONY AMBROSE ALAN B. HOWE SUSHIL (“SAM”) KAPOOR PADNOS JEFFREY S. PADNOS S. SHARIQ YOSUFZAI
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐ Fee paid previously with preliminary materials:

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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Kanen Wealth Management, LLC, together with the other participants named herein (collectively, “Kanen”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit proxies for the election of its slate of director nominees at the 2018 annual meeting of stockholders (the “Annual Meeting”) of Aqua Metals, Inc., a Delaware corporation (the “Company”).

On May 2, 2018, in connection with the entry into a settlement agreement with the Company, Kanen withdrew its slate of nominees for election to the Board of Directors of the Company at the Annual Meeting. Kanen will not vote any proxies received from stockholders of the Company at the Annual Meeting.