UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 12b-25 

NOTIFICATION OF LATE FILING 

(Check one): 

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Form 10-K

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Form 20-F

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Form 11-K

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Form 10-Q

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Form 10-D

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Form N-CEN

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Form N-CSR

For Period Ended: March 31, 2024

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Transition Report on Form 10-K

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Transition Report on Form 20-F

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Transition Report on Form 11-K

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Transition Report on Form 10-Q

For the Transition Period Ended: ________________________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION 

Liquidmetal Technologies, Inc.

Full Name of Registrant.

Former Name if Applicable

20321 Valencia Circle  

Address of Principal Executive Office (Street and Number)  

Lake Forest, CA 92630 

City, State and Zip Code:

PART II - RULES 12b-25(b) AND (c) 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b‑25(b), the following should be completed. (Check box if appropriate)

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(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

As previously disclosed in a Current Report on Form 8-K filed with the Commission on May 7, 2024, Liquidmetal Technologies, Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. As noted in the Commission’s Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 3, 2024, BF Borgers is not currently permitted to appear or practice before the Commission. Further, as previously disclosed in a Current Report on Form 8-K filed with the Commission on May 9, 2024, the Company’s Board of Directors approved the engagement of M&K CPAs, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 cannot be filed within the prescribed time period because the Company requires additional time to prepare and complete the review of its financial statements in view of the above-described auditor termination and new auditor engagement. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date.

PART IV - OTHER INFORMATION 

(1)

Name and telephone number of person to contact in regard to this notification

Tony Chung, Chief Executive Officer

(949)

635-2100

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐ No ☒

Liquidmetal Technologies, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

May 15, 2024

By:

/s/ Tony Chung

Tony Chung,

Chief Executive Officer