Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal


           Year.

On January 19, 2022, our Board of Directors ("Board") approved and adopted our Third Amended and Restated Bylaws ("Amended Bylaws") of Aqua Metals, Inc. ("Company"). The Amended Bylaws include the reversal of certain provisions that were approved in 2018 as part of a settlement agreement dated May 2, 2018, as amended ("Settlement Agreement"), between us and David L. Kanen and Kanen Wealth Management, LLC. Pursuant to the Settlement Agreement, we agreed to amend our then current bylaws to provide that the following matters ("Kanen Matters") can be effected only by way of unanimous approval of our Board, namely (i) any repeal or modification of that certain director resignation policy ("Director Resignation Policy") referred to in Section 3(c)(i) of the Settlement Agreement; (ii) an increase in the number of the Board beyond seven (7) members; and (iii) our termination of Stephen Cotton as President of our Company without "cause.". Pursuant to the Amended Bylaws, we have removed the requirement that the Kanen Matters can only be approved by the unanimous approval of the Board, thereby subjecting each of the Kanen Matters to the standard requirement of the approval of a majority of our Board members. For the sake of clarity, we have not undertaken, nor are there any plans to undertake, any action effecting any of the Kanen Matters.

The Amended Bylaws also contain several revisions to reflect recent changes in the Delaware General Corporation Law ("DGCL") and to otherwise conform to the DGCL, none of which materially impact the disclosures we have made concerning our former bylaws in our registration statements, prospectuses and reports filed with the SEC, except for Section 2.11 of the Amended Bylaws which allows for action required or permitted to be taken an at annual or special meeting of stockholders to be taken by majority written consent of the stockholders, except as may be prohibited by our certificate of incorporation.

The Amended Bylaws have been filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. The Settlement Agreement has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 7.01 Regulation FD Disclosure.

As previously disclosed by us, beginning on February 2, 2018, five purported shareholder derivative actions were filed in the United States District Court for the District of Delaware against the Company and certain of our then current and former executive officers and directors. On May 3, 2018, the cases were consolidated under the caption In re Aqua Metals, Inc. Stockholder Derivative Litigation, Case No. 1:18-cv-00201-LPS (D. Del.) ("Derivative Action"). The complaints were filed by persons claiming to be stockholders of our Company and generally allege that certain of our officers and directors breached their fiduciary duties to the Company by violating the federal securities laws and exposing the Company to possible financial liability.

On August 18, 2021, the parties agreed to settle the Derivative Action pursuant to a Stipulation of Settlement ("Stipulation"), subject to the approval of the Court. Pursuant to the Stipulation, we were required to adopt certain corporate governance reforms and procedures, as outlined in Exhibit A to the Stipulation. On November 9, 2021, the Court approved the Stipulation and on January 19, 2022, our Board approved the corporate governance reforms, including Board policies with regard to:



  ? The formal separation of the positions of Chairman of the Board and Chief
    Executive Officer;


  ? The creation of a disclosure committee and disclosure committee charter;


  ? The requirement that the non-executive directors meet in executive session at
    least four (4) times per year, and that the non-executive directors endeavor
    to meet in executive session after each Board meeting, time permitting;


  ? The requirement that each new director, upon appointment to the Board, attend
    the Stanford Directors' College or a similar program;


  ? The requirement that the Audit Committee of the Board meet at least four (4)
    times per year;


  ? The requirement that the Compensation Committee of the Board meet at least two
    (2) times per year; and


  ? The adoption of a whistleblower policy.

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The foregoing is a summary of the reforms agreed to by us and a more complete description of the reforms is set forth in Exhibit A to the Stipulation, a copy of which is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Most of the above reforms represent established practices of the Company, however the Stipulation requires that the Board formally adopt these reforms and agree to maintain them for at least four years from the date of the Court's approval of the Stipulation.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Method Filing

The following exhibits are filed with this report:



Exhibit   Exhibit Description       Method of
Number                               Filing

3.1 Third Amended and Filed

Restated Bylaws of Electronically

Atomera Incorporated herewith

99.1 Settlement Agreement Incorporated by


        dated May 2, 2018        reference from
                                 Registrant's
                                 Current Report
                                 on Form 8-K
                                 filed on May 2,
                                 2018
 99.2     Stipulation of         Incorporated by
        Settlement               reference from
                                 Registrant's
                                 Current Report
                                 on Form 8-K
                                 filed on August
                                 30, 2021

104 Cover Page Interactive


        Data File (embedded
        within the Inline XBRL
        document)

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