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lqmt20161214_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): December 13, 2016

 

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in its Charter)

  

 

Delaware

(State or other jurisdiction of incorporation or organization)

001-31332

(Commission File Number)

33-0264467

(I.R.S. Employer Identification No.)

 

30452 Esperanza

Rancho Santa Margarita, California 92688

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (949) 635-2100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

□

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

□

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

□

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

□

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

LIQUIDMETAL TECHNOLOGIES, INC.

 

FORM 8-K

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 13, 2016 (the “Effective Date”), the Board of Directors (the “Board”) of Liquidmetal Technologies, Inc. (the “Company”) appointed Professor Lugee Li as the Company’s President and Chief Executive Officer. Professor Li has served as a member of the Board since March 10, 2016 and is the sole owner of Liquidmetal Technology Limited, a Hong Kong company (“LTL”) that is the Company’s largest shareholder.

 

Professor Li, Age 56, is also the founder, Chairman, and majority stockholder of DongGuan Eontec Co. Ltd., a Hong Kong company listed on the Shenzen Stock Exchange (“Eontec”) engaged in the production of precision die-cast products and the research and development of new materials. Professor Li founded Eontec in 1993 and has served as its Chairman since that date. At Eontec, Professor Li is responsible for strategic development and research and development. Professor Li is also the founder and sole shareholder of Leader Biomedical Limited, a Hong Kong company engaged in the advancement of biomaterials and surgical implants.

 

The Company and LTL entered into a Securities Purchase Agreement on March 10, 2016 (the “Purchase Agreement”) pursuant to which LTL purchased 405,000,000 shares of the Company’s common stock in multiple closings for an aggregate purchase price of $63.4 million. The Company and Enotec entered into Parallel License Agreement on March 10, 2016 (the “License Agreement”) pursuant to which the Company and Eontec entered into a cross-license of their respective technologies. For additional information regarding the Purchase Agreement and the License Agreement, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2016.

 

Professor Li is not receiving an annual salary for his service as President and Chief Executive Officer; however, as a Company employee, Professor Li will be eligible to receive stock options and other equity-based awards under the Company’s equity incentive plan. However, no such grants under the Company’s equity incentive plan have been made to Professor Li, and none are currently contemplated. As of the Effective Date, Professor Li will no longer be compensated for his service as a director of the Company.

  

Item 7.01. Regulation FD Disclosure.

 

The Company has issued a press release, dated December 14, 2016, relating to the appointment of Professor Li as the Company’s President and Chief Executive Officer. The press release is attached to this Form 8-K as Exhibit 99.1.

 

 

 
 
 

  

Item 9.01.     Financial Statements and Exhibits.

 

(d)     Exhibits.

 

The following exhibit is furnished herewith:

                            

Exhibit Number Description
   

99.1

Press Release, dated December 14, 2016

  

 
 
 

  

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

LIQUIDMETAL TECHNOLOGIES, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Tony Chung

 

 

 

Tony Chung,

 

 

 

Chief Financial Officer

 

  

Date: December 14, 2016

 

 
 
 

 

EXHIBIT INDEX

                           

Exhibit Number Description
   

99.1

Press Release, dated December 14, 2016

 

ex99-1.htm

Exhibit 99.1

 

                                                                                        

News Release

 

FOR IMMEDIATE RELEASE

 

Company Contacts: 

Otis Buchanan  

Media Relations 

Liquidmetal Technologies, Inc. 

949-635-2120 

otis.buchanan@liquidmetal.com 

 

Professor Lugee Li Named President & CEO of Liquidmetal® Technologies

 

Rancho Santa Margarita, Calif. – December 14, 2016 - Liquidmetal® Technologies, Inc. (OTCQB: LQMT), announced today that it has named Professor Lugee Li as President and Chief Executive Officer of Liquidmetal Technologies effective immediately. Professor Li has served as a member of the Company’s Board of Directors since March 10, 2016 and is the sole owner of Liquidmetal Technology Limited, a Hong Kong company that is the Company’s largest shareholder. Professor Li will not be taking any compensation as a result of his appointment as President and Chief Executive Officer.

 

Professor Li will make his first public remarks as President & CEO at the Company’s previously announced special investor update conference call to be held on Thursday, December 15, 2016. The dial-in details for the conference call are included in the press release announcing the call previously issued on December 1, 2016.

 

About Liquidmetal Technologies

 

Rancho Santa Margarita, California-based Liquidmetal Technologies, Inc. is the leading developer of bulk alloys 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.