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Liquidmetal Technologies Announces Common Stock Purchase Agreement

RANCHO SANTA MARGARITA, Calif.--(BUSINESS WIRE)--Nov. 8, 2013-- Liquidmetal® Technologies, Inc. (OTCQB: LQMT) today announced that it has entered into a common stock purchase agreement (the "Purchase Agreement") for a $20 million equity line with several existing institutional investors (the "Investors"). The agreement will enable Liquidmetal to access additional funds upon the terms set forth in the Purchase Agreement.

The Purchase Agreement allows, but does not obligate, Liquidmetal to issue and sell up to $20 million of shares of its common stock to the Investors from time to time over the 36-month period following the effectiveness of a registration statement that Liquidmetal has agreed to file with the Securities and Exchange Commission to register the resale of the stock by the Investors. Liquidmetal may, in accordance with the procedures outlined in the Purchase Agreement, notify the Investors of the dollar amount that Liquidmetal intends to sell to the Investors, subject to a maximum amount equal to the lesser of (i) a specified dollar amount set forth in the Purchase Agreement and (ii) a dollar amount equal to 300% of the average daily trading volume of the company's common stock for the ten trading days immediately prior to the date of the request. Upon such a notice, the Investors will be contractually obligated to purchase the shares at a purchase price equal to 90% of the lowest daily volume weighted average price of the common stock over a five-day pricing period beginning on the date of the notice.

Liquidmetal intends to file, no later than December 23, 2013, a registration statement with the Securities and Exchange Commission to register the resale of up to 96,555,893 shares of Liquidmetal common stock by the Investors and an additional 5,468,750 shares underlying warrants previously issued in Liquidmetal’s July 2012 private placement. In addition, Liquidmetal has issued 2,666,667 shares of its common stock to the Investors as an initial commitment fee for entering into the Purchase Agreement. The effectiveness of this registration statement is a condition to Liquidmetal’s ability to sell common stock to the Investors under the Purchase Agreement.

Thomas Steipp, the President and Chief Executive Officer of Liquidmetal, stated, "The Purchase Agreement will provide Liquidmetal with a flexible source of additional capital to continue product development programs with customers and partners with the goal of broadly expanding the commercial availability of Liquidmetal solutions and maximizing shareholder value."

The issuance of the shares of common stock to the Investors under the Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities to be offered and sold in the Equity Enhancement Program have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

About Liquidmetal Technologies

Rancho Santa Margarita, California-based Liquidmetal Technologies, Inc. is the leading developer of bulk alloys and composites that utilize the performance advantages offered by amorphous alloy technology. Amorphous alloys are unique materials that are distinguished by their ability to retain a random structure when they solidify, in contrast to the crystalline atomic structure that forms in ordinary metals and alloys. Liquidmetal Technologies is the first company to produce amorphous alloys in commercially viable bulk form, enabling significant improvements in products across a wide array of industries. For more information, go to www.liquidmetal.com.

Forward-Looking Statement

This press release contains "forward-looking statements," including but not limited to statements regarding the advantages of Liquidmetal's amorphous alloy technology, scheduled manufacturing of customer parts and other statements associated with Liquidmetal's technology and operations. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Liquidmetal's expectations and projections. Risks and uncertainties include, among other things; customer adoption of Liquidmetal's technologies and successful integration of those technologies into customer products; potential difficulties or delays in manufacturing products incorporating Liquidmetal's technologies; Liquidmetal's ability to fund its current and anticipated operations; the ability of third party suppliers and manufacturers to meet customer product requirements; general industry conditions; general economic conditions; and governmental laws and regulations affecting Liquidmetal's operations. Additional information concerning these and other risk factors can be found in Liquidmetal's public periodic filings with the U.S. Securities and Exchange Commission, including the discussion under the heading "Risk Factors" in Liquidmetal's 2012 Annual Report on Form 10-K.

Source: Liquidmetal Technologies, Inc.

Liquidmetal Technologies, Inc.
Otis Buchanan
Media Relations
949-635-2120
otis.buchanan@liquidmetal.com