What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-12 · 136 added, 164 removed, 869 unchanged (26% of the section changed)

84 unchanged sentences

In addition, we intend to post on our website, www.liquidmetal.com, all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the Code of Ethics for Chief Executive Officer and Senior Financial and Accounting Officers.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees and the Company itself that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

Executive Compensation

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Name and Principal Position

Chief Executive Officer and

Chief Financial Officer

Chief Executive Officer and Chief Financial Officer

Isaac Bresnick,

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The shares underlying these grants are subject to a combination of market-price based and time-based lock-up provisions.

The shares underlying these grants vest 33% following the first anniversary of the grant date of December 15, 2021, and on a monthly basis following such date for the remaining two years thereof.

The shares underlying these grants vest 33% following the first anniversary of the grant date of March 12, 2024, and on a monthly basis following such date for the remaining two years thereof.

Employment Agreements and Change of Control Agreement

No named executive has an employment agreement or change of control agreement with the Company as of December 31, 2023, except as follows.

On July 6, 2021, the Board appointed Tony Chung, a director of the Company, as the Company’s Chief Executive Officer.

Pursuant to an offer letter agreement dated July 6, 2021, Mr.

Chung receives a base annual salary of $240,000 and a $20,000 signing bonus that was paid on October 29, 2021.

Additionally on July 7, 2021, Mr.

Chung received an option grant under the Company’s 2015 Equity Incentive Plan to purchase up to 7,500,000 shares of Company common stock.

The option has an exercise price of $0.07 per share and will expire 10 years from the date of grant unless it terminates earlier upon a termination of service.

The shares covered by the option vested in three tranches (“Tranche 1”, “Tranche 2”, and “Tranche 3”).

Under Tranche 1, 2,500,000 shares covered by the option vested after ninety days of employment, although thereafter any shares received from option exercises will be subject to time-based lock-up provisions.

Under Tranche 2, 2,500,000 shares covered by the option vested at the first anniversary of employment.

Under Tranche 3, 2,500,000 covered by the option vested at the second anniversary of employment.

Shares received from option exercises under Tranche 2 and Tranche 3 are subject to a combination of market-price based and time-based lock-up provisions.

The terms of the option are subject to the provisions of the 2015 Equity Incentive Plan.

Chung will serve on an “at-will” basis.

Potential Payments Upon Termination or Change in Control

The following table and summary set forth estimated potential payments the Company would be required to make to our named executive officers upon termination of employment or change in control of the Company, pursuant to each executive’s employment agreement or change of control agreement in effect at year end.

Except as otherwise indicated, the table assumes that the triggering event occurred on December 31, 2023.

without Cause

Termination Following

Change of Control ($)

Tony Chung (1)

Equity Acceleration

Benefits Continuation

Isaac Bresnick (2)

Equity Acceleration

Benefits Continuation

If there is a Change of Control (as defined under the 2015 Equity Incentive Plan) during Mr.

Chung’s employment with the Company, all of his 7,500,000 stock options shall vest immediately, and Mr.

Chung may exercise and sell all his option shares relating to such options without lockup or restrictions.

Bresnick does not have an employment or change of control agreement.

No named executive has an employment agreement or change of control agreement with the Company as of December 31, 2024.

401(k) Savings Plan

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Vincent Carrubba

Options to purchase 1,000,000 shares of our common stock were awarded to Mr.

Carrubba on March 12, 2024 respectively.

Our non-employee directors receive certain compensation for their services and are reimbursed for expenses incurred in attending board and committee meetings, as determined by the board of directors.

Currubba received a base fee of $40,000 during 2024.

We have a 2012 Equity Incentive Plan and a 2015 Equity Incentive Plan pursuant to which our non-employee directors may receive stock options.

We have a 2015 Equity Incentive Plan pursuant to which our non-employee directors may receive stock options.

Each non-employee director may be entitled to receive options on a case by case basis, in an amount determined by our board of directors or its compensation committee in its respective discretion, to purchase shares of common stock upon initial election to the board of directors.

In determining the number of options granted to a director upon initial election, the compensation committee uses its judgment and, consistent with our compensation objectives, maintains the flexibility necessary to recruit qualified and experienced directors.

All options granted under the plans have an exercise price equal to the fair market value of our common stock on the date of the grant.

All options granted under the plan have an exercise price equal to the fair market value of our common stock on the date of the grant.

These stock options have a 10-year term and are exercisable pursuant to an equal 3-year vesting schedule, and remain exercisable for certain periods of time after a person is no longer a director.

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However, our employee directors are eligible to participate in our 2012 and 2015 Equity Incentive Plans.

We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year.

The board of directors also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the board of directors.

Our board of directors does not take material non-public information into account when determining the timing and terms of equity awards, and we have not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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900,000 shares issuable pursuant to outstanding stock options which are exercisable currently or within 60 days of December 31, 2024.

Does not include 133,333 shares that are issuable pursuant to outstanding stock options, held by Professor Li, that are not exercisable currently or within 60 days of December 31, 2023.

Includes 1,406,667 shares issuable pursuant to outstanding stock options, held of record by Mr.

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7,815,000 shares issuable pursuant to outstanding stock options which are exercisable currently or within 60 days of December 31, 2024.

Does not include 4,000,000 shares that are issuable pursuant to outstanding stock options that are not exercisable currently or within 60 days of December 31, 2024.

Includes 1,840,000 shares issuable pursuant to outstanding stock options, held of record by Mr.

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remaining available for

future issuance under equity

future issuance under

compensation plans

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On June 28, 2012, the Company adopted the 2012 Equity Incentive Plan (“2012 Plan”), with the approval of the shareholders, which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries.

The purpose of the 2012 Plan is to advance the interests of our shareholders by enhancing our ability to attract, retain, and motivate persons who make or are expected to make important contributions to the Company and its subsidiaries by providing such persons with equity ownership opportunities and performance-based incentives, thereby better aligning their interests with those of our shareholders.

The 2012 Plan provides for the granting to employees of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and for the granting to employees and consultants of non-statutory stock options.

In addition, it permits the granting of stock appreciation rights, or SARs, with or independently of options, as well as stock bonuses and rights to purchase restricted stock.

A total of 30 million shares of our common stock were authorized to be granted under the 2012 Plan, and all options granted under this plan had exercise prices that were equal to the fair market value on the date of grant.

However, the 2012 Plan expired in June 2022.

The 2012 Plan expired in June 2022.

There were 3,073.000 outstanding options or stock awards at a weighted average price of $0.14 under the 2012 Plan as of December 31, 2024.

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A total of 40 million shares of our common stock may be granted under the 2015 Plan, and all options granted under this plan had exercise prices that were equal to the fair market value on the date of grant.

The 2015 Plan expired in January 2025.

There were 23,511,667 outstanding options or stock awards at a weighted average price of $0.08 under the 2015 Plan as of December 31, 2024.

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Principal Accountant Fees and Services

Change in Registrant ’ s Certifying Accountant.

On May 7, 2024, by Liquidmetal Technologies, Inc.

(the “Company”) dismissed BF Borgers CPA PC as its independent registered public accounting firm effective May 3, 2024.

On May 8, 2024, following approval by the Board of Directors of the Company, the Company engaged M&K CPAs, PLLC (“M&K”) as the Company’s new independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024.

On October 31, 2024, Liquidmetal Technologies, Inc.

(the “Company”) determined that M&K CPAs, PLLC (“M&K”) would no longer serve as the Company’s independent registered public accounting firm and would be dismissed effective as of October 31, 2024.

The decision to change independent registered public accounting firms was approved by the Board of Directors of the Company on October 31, 2024.

On October 31, 2024, the Board of the Company ratified the appointment of BCRG Group (“BCRG”) as its new independent registered public accounting firm to audit and review the Company’s financial statements.

Audit Fees for 2024 and 2023

The following table summarizes the aggregate fees billed to us by BF Borgers CPA, PC, our principal accounts, for professional services during the years ended December 31, 2023 and December 31, 2022:

The following table summarizes the aggregate fees billed to us by BCRG Group, our current auditor, for professional services during the years ended December 31, 2024 and December 31, 2023:

Audit Fees (1) - Reaudit

All Other Fees

The following table summarizes the aggregate fees billed to us by M&K, our previous auditor, for professional services during the year ended December 31, 2024:

Audit Fees (1)

All Other Fees

The following table summarizes the aggregate fees billed to us by BF Borgers CPA, PC, our previous auditor, for professional services during the year ended December 31, 2023:

Audit Fees (1)

All Other Fees

(1) Audit Fees.

Fees for audit services billed in 2024 and 2023 consisted of:

Progress billings for the audits of the Company’s financial statements for 2022 and 2023;

Review of the Company’s quarterly financial statements for 2023.

Progress billings for the audits of the Company’s financial statements;

Review of the Company’s quarterly financial statements.

Board of Director Pre-Approval Policies

Our board of directors pre-approves all audit and permissible non-audit services provided by our independent public accountants on a case-by-case basis.

Our board of directors approved 100% of the services performed by and BF Borgers CPA, PC in 2023 and 2022 and no non-audit related services were provided by BF Borgers CPA, PC in either of 2023 or 2022.

Our board of directors approved 100% of the services performed by BCRG Group for 2024 and 2023.

Exhibits, Financial Statement Schedules

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2012 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 2, 2012).

Common Stock Purchase Warrant, dated June 1, 2012, issued to Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.39 to the Registration Statement on Form S-1 filed July 18, 2012)

Common Stock Purchase Warrant, dated June 28, 2012, issued to Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.40 to the Registration Statement on Form S-1 filed July 18, 2012)

Amendment Number One to Master Transaction Agreement and Other Transaction Documents, dated June 15, 2012, among Apple Inc., Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and Crucible Intellectual Property, LLC.

3 unchanged sentences

(incorporated by reference from Exhibit 10.1 on the Form 10-Q filed on August 12, 2014).

Settlement Agreement and Mutual General Release, dated May 20, 2014, between Liquidmetal Technologies, Inc.

and Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on May 20, 2014).

Amended and Restated VPC Sublicense Agreement, dated May 20, 2014, between Liquidmetal Technologies, Inc.

and Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.2 to the Form 8-K filed on May 20, 2014).

Amended and Restated Registration Rights Agreement, dated May 20, 2014, between Liquidmetal Technologies, Inc.

and Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.3 to the Form 8-K filed on May 20, 2014).

Amended and Restated Mutual Nondisclosure Agreement, dated May 20, 2014, between Liquidmetal Technologies, Inc.

and Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.4 to the Form 8-K filed on May 20, 2014).

Amended and Restated Common Stock Purchase Warrant, dated May 20, 2014, issued to Visser Precision Cast, LLC.

(incorporated by reference from Exhibit 10.5 to the Form 8-K filed on May 20, 2014).

Liquidmetal Technologies, Inc.

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(incorporated by reference from Exhibit 4.1 to the Form 8-K filed on March 14, 2016).

Securities Purchase Agreement, dated March 10, 2016, between Liquidmetal Technologies, Inc.

and Liquidmetal Technology Limited (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March 14, 2016).

Parallel License Agreement, dated March 10, 2016, between Liquidmetal Technologies, Inc.

1 unchanged sentence

(incorporated by reference from Exhibit 10.2 to the Form 8-K filed on March 14, 2016).

Amendment to Securities Purchase Agreement, dated August 17, 2016, between Liquidmetal Technologies, Inc.

and Liquidmetal Technology Limited (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on August 17, 2016).

Standard Industrial/Commercial Multi-Tenant Lease – Net, dated January 23, 2020, between 20321 Valencia, LLC and MatterHackers, Inc.

9 unchanged sentences

(incorporated by reference from Exhibit 10.32 to the Form 8-K filed on January 19, 2022).

Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Registration Statement on S-1 filed July 18, 2012).

Consent of BF Borgers CPA, PC.

Consent of BCRG Group

Power of Attorney relating to subsequent amendments (included on the signature page(s) of this report).

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The following financial statements from Liquidmetal Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Loss, (iv) Consolidated Statements of Shareholder’s Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) information set forth under Part II, Item 9B, tagged as blocks of text.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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To the shareholders and the board of directors of Liquidmetal Technologies, Inc.:

Opinion on the Financial Statements

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Liquidmetal Technologies, Inc.

(the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States.

and Subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flow for the year ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

/s/ BCRG Group

BCRG Group (PCAOB ID 7158 )

We have served as the Company’s auditor since 2024

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Investments in debt securities- short term

13,292 16,435

Trade accounts receivable, net of allowance for doubtful accounts

Trade accounts receivable, net

Prepaid expenses and other current assets

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Deferred revenue

Other current liabilities

Total current liabilities

Other long-term liabilities

Total liabilities

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Other income (expense):

Interest and investment income

Investment income

Interest income

Loss from operations

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Per common share basic and diluted:

Net loss per common share attributable to Liquidmetal Technologies shareholders, basic

$ ( 0.00 ) $ ( 0.00 )

Net loss per common share attributable to Liquidmetal Technologies shareholders, diluted

$ ( 0.00 ) $ ( 0.00 )

Number of weighted average shares - basic

Net loss per common share attributable to Liquidmetal Technologies shareholders, basic and diluted

$ ( 0.00 ) $ ( 0.00 )

Number of weighted average shares - diluted

Number of weighted average shares - basic and diluted

917,285,149 917,285,149

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$ ( 1,511 ) $ ( 2,048 )

Other comprehensive income (loss), net of tax

Net unrealized gains (losses) on available-for-sale securities

Other comprehensive income (loss), net of tax

Comprehensive loss

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(in thousands, except share and per share data)

Preferred Common Common Paid-in Paid-in Accumulated comprehensive controlling

comprehensive

Non-controlling

Balance - December 31, 2022

- 917,285,149 $ 917 $ 18,179 $ 288,013 $ ( 274,696 ) $ ( 296 ) $ ( 78 ) $ 32,039

Common Stock Issuance

- 2,835,192 3 - 209 - - - 212

Stock-based compensation

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Realized investment gains (loss), net

( 266 ) ( 190 )

Unrealized investment gain (loss), net

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Deferred revenue

( 35 ) ( 15 )

Net cash used in operating activities

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( 1,674 ) 7,881

Financing Activities:

Common stock issuance

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents, and restricted cash

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Supplemental disclosures of cash flow information

Cash paid during the years for:

Cash paid during the period for:

The accompanying notes are an integral part of the consolidated financial statements.

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The results of operations attributable to the non-controlling interest of Liquidmetal Golf are presented within equity and are shown separately from the Company’s equity.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.

Actual results could differ from those estimates.

These management estimates are primarily related to impairment of long-lived assets, allowance for bad debt, warrant valuations, and inventory valuation.

Revenue Recognition

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The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount for which it has the right to invoice for services performed.

Advertising and Promotion Expenses

Advertising and promotion expenses are expensed when incurred.

Advertising and promotion expenses were $ 106 and $ 92 , for the years ended December 31, 2024 and 2023, respectively.

Research and Development Expenses

Research and development expenses represent salaries, related benefits expense, expenses incurred for the design and testing of new processing methods and other expenses related to the research and development of Liquidmetal alloys.

Development costs incurred in research and development activities are expensed as incurred.

Cash and Cash equivalents

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The creditworthiness of customers is evaluated prior to signing a contract with the customer.

As of December 31, 2023, two customers represented 96 %, or $ 178 , of the total outstanding trade accounts receivable.

As of December 31, 2022, one customer represented 100 %, or $ 24 , of the total outstanding trade accounts receivable.

During 2023, there were three major customers, who together accounted for 86 % of our revenue.

During 2024, there were four major customers, who together accounted for 91 % of our revenue.

During 2023, there were three major customers, who together accounted for 86 % of our revenue.

As of December 31, 2024, one customer represented 83 %, or $ 74 , of the total outstanding trade accounts receivable.

As of December 31, 2023, two customers represented 96 %, or $ 178 , of the total outstanding trade accounts receivable.

In the future, we expect that a significant portion of our revenue may continue to be concentrated in a limited number of customers, even if our bulk alloys business grows.

In the future, the Company expects that a significant portion of the revenue may continue to be concentrated in a limited number of customers, even if the bulk alloys business grows.

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At December 31, 2024 and 2023, the Company had recorded an allowance for doubtful accounts of $ 0 and $ 0 , respectively.

Inventory is stated at the lower of weighted-average cost or net realizable value.

Inventory is recorded at actual cost when purchased and then expensed at weighted-average cost as used in production and/or shipped to satisfy customer orders.

Inventories are stated at the lower of weighted-average cost or net realizable value.

Inventories are recorded at actual cost when purchased and then expensed at weighted-average cost as used in production and/or shipped to satisfy customer orders.

We perform an analysis of our inventory balances at least quarterly to determine if the carrying amount of inventories exceeds their net realizable value.

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Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from one to five years.

Investment Income (Loss)

Investment income (loss) relates to realized gains earned from our investments in debt securities for the respective periods.

Intangible Assets

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Fair value is determined via market, cost and income-based valuation techniques, as appropriate.

The fair value is measured on a nonrecurring basis using a combination of quoted prices for similar assets in active markets and other unobservable adjustments to historical cost (Level 3 ) inputs.

The fair value is measured on a non-recurring basis using a combination of quoted prices for similar assets in active markets and other unobservable adjustments to historical cost (Level 3 ) inputs.

No such charges were recorded for the years ended December 31, 2024 and December 31, 2023.

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No such losses were recorded during the year ended December 31, 2024 and 2023.

Research and Development Expenses.

Development costs incurred in research and development activities are expensed as incurred.

Advertising and Promotion Expenses.

Advertising and promotion expenses are expensed when incurred.

Advertising and promotion expenses were $ 69 and $ 73 , for the years ended December 31, 2023 and 2022, respectively.

Legal costs are expensed as incurred.

Stock-Based Compensation

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If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.

Income Taxes.

Income taxes are provided under the asset and liability method as required by FASB ASC Topic 740, Accounting for Income Taxes .

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Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Use of Estimates.

Actual results could differ from those estimates.

These management estimates are primarily related to impairment of long-lived assets, allowance for bad debt, warrant valuations, and inventory valuation.

Subsequent Events.

The Company evaluated subsequent events through the filing of its Annual Report on Form 10 -K with the SEC.

Supplemental Cash Flow Information.

Cash payments for interest were $ 0 for each of the years ended December 31, 2023 and 2022, respectively.

Recent Accounting Pronouncements.

Financial Instruments- Credit Losses

In June 2016, the FASB issued an accounting standards update which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded.

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The transaction occurred in multiple closings, with the Investor having purchased 105,000,000 shares at a purchase price of $ 8,400 (or $ 0.08 per share) at the initial closing on March 10, 2016 and the remaining 200,000,000 shares at $ 0.15 per share and 100,000,000 shares at $ 0.25 per share for an aggregate purchase price of $ 55,000 on October 26, 2016.

On October 10, 2024, the Investor sold 179,787,888 to various buyers leaving 225,212,112 shares of our common stock owned by the Investor as of December 31, 2024.

In addition to the shares issuable under the 2016 Purchase Agreement, the Company issued to the Investor a warrant to acquire 10,066,809 shares of common stock (of which the right to exercise 2,609,913 of the warrant shares vested on March 10, 2016 and the right to exercise the remaining 7,456,896 warrant shares vested on October 26, 2016 at an exercise price of $ 0.07 per share).

The warrant will expire on the tenth anniversary of its issuance date.

The 2016 Purchase Agreement also provided that, with certain limited exceptions, if the Company issues any shares of common stock at any time through the fifth anniversary of the 2016 Purchase Agreement, the Investor will have a preemptive right to subscribe for and to purchase at the same price per share (or at market price, in the case of issuance of shares pursuant to stock options) the number of shares necessary to maintain its ownership percentage of Company-issued shares of common stock.

Eontec License Agreement

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Eutectix Business Development Agreement

On January 31, 2020, the Company entered into a Business Development Agreement (the “Agreement”) with Eutectix, LLC, a Delaware limited liability company (“Eutectix”), which provides for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys.

On January 31, 2020, the Company entered into a Business Development Agreement (the “Agreement”) with Eutectix, LLC, a Delaware limited liability company (“Eutectix”), which provided for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys.

Under the Agreement, the Company licensed to Eutectix specified equipment owned by the Company, including two injection molding machines, two diecasting machines, and other machines and equipment, all of which will be used to make product for Company customers and Eutectix customers.

The licensed machines and equipment represented substantially all of the machinery and equipment then held by the Company.

The Company has also licensed to Eutectix various patents and technical information related to the Company’s proprietary technology.

Under the Agreement, Eutectix agreed to pay the Company a royalty of six percent ( 6 %) of the net sales price of licensed products sold by Eutectix, and Eutectix will also manufacture for the Company product ordered by the Company.

The Agreement has a term of five years, subject to renewal provisions and the ability of either party to terminate earlier upon specified circumstances.

The Agreement expired in January 2025.

Apple License Transaction

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Under the agreement, LMG granted to ATJ a nonexclusive worldwide sublicense to the Company’s amorphous alloy technology and related trademarks to manufacture and sell golf clubs and golf related products.

The LMG Sublicense Agreement has a term of three years and provides for the payment of a running royalty to LMG of 3 % of the net sales price of licensed products.

The LMG Sublicense Agreement had an initial term of three years and has been extended for another three year term that provides for the payment of a running royalty to LMG of 3 % of the net sales price of licensed products.

Swatch Group License

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Amortized Cost

Maturity Date 2023

government and agency securities

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As such, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2024.

Investment in debt securities activities consisted of the following:

Years Ended December 31,

Investment in debt securities – beginning balance

$ 14,390 $ 22,081

20,233 11,340

Sales at cost

( 18,356 ) ( 19,088 )

Realized gain from sale of investment in debt securities

Interest and dividend income

Unrealized gain

Professional management fees and other fees

( 54 ) ( 53 )

Withdrawals from debt securities

( 1,126 ) ( 696 )

Investment in debt securities – ending balance

16,330 14,390

Less – current portion

( 9,453 ) ( 13,292 )

Investment in debt securities – non-current

$ 6,877 $ 1,098

TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable were comprised of the following:

Trade accounts receivable

Allowance for doubtful accounts

Trade accounts receivable

Accounts receivables

During the year ended December 31, 2024 and 2023, there was no allowance for doubtful accounts.

18 unchanged sentences

( 3,880 ) ( 3,569 )

Total property and equipment, net

$ 7,357 $ 7,668

4 unchanged sentences

Internally developed patents

Total intangible assets

Accumulated amortization

Accumulated depreciation

( 2,365 ) ( 2,348 )

Total intangible assets, net

Amortization expense was $ 17 and $ 21 for the years ended December 31, 2024 and 2023, respectively, and is included in research and development expense in the consolidated statements of operations and comprehensive loss.

The estimated aggregate amortization expense for each of the five succeeding years is as follows:

Aggregate Amortization Expense

The weighted average amortization are as follows:

The weighted average years of amortization are as follows:

Purchased and licensed patent rights

10 unchanged sentences

Accrued payroll, vacation, and bonuses

Accrued severance

Accrued audit fees

Other Long-Term Liabilities

Other long-term liabilities was $ 902 as of December 31, 2023 and 2022, and consisted of $ 859 of long-term, aged payables to vendors, individuals, and other third parties that have been outstanding for more than 5 years.

OTHER CURRENT LIABILITIES

Other current liabilities was $ 902 as of December 31, 2024 and 2023, and consisted of $ 859 of aged payables to vendors, individuals, and other third parties that have been outstanding for more than 5 years.

Also included in the balance as of December 31, 2024 and 2023 is $ 43 in tenant deposits under the Facility Lease.

2 unchanged sentences

On June 28, 2012, the Company adopted the 2012 Equity Incentive Plan ( “2012 Plan”), with the approval of the shareholders, which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries.

In addition, the Plan permits the granting of stock appreciation rights, or SARs, with or independently of options, as well as stock bonuses and rights to purchase restricted stock.

A total of 30,000,000 shares of the Company’s common stock may be granted under the 2012 Equity Incentive Plan, and all options granted under this plan had exercise prices that were equal to the fair market value on the date of grant.

On December 16, 2021, the Company granted option grants under the Company’s 2012 Equity Incentive Plan, as approved to by the Board, for employees up to 1,400,000 shares of the Company’s common stock in total.

Under this plan, the Company had outstanding grants of options to purchase 3,073,000 and 3,264,667 shares of the Company’s common stock as of December 31, 2024 and December 31, 2023, respectively.

The 2012 Plan expired in June 2022.

On January 27, 2015, the Company adopted its 2015 Equity Incentive Plan ( “2015 Plan”), which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries.

3 unchanged sentences

Chung an option grant under the Company’s 2015 Equity Incentive Plan, as approved by the Board, to purchase up to 7,500,000 shares of Company stock.

On December 16, 2021, the Company granted option grants under the Company’s 2015 Equity Incentive Plan, as approved to by the Board, for directors up to 600,000 shares of the Company’s common stock in total.

Under the 2015 Plan, the Company granted options on July 7, 2021 to purchase 7,500,000 shares of Company common stock to Mr.

Chung, options on December 16, 2021 to purchase 600,000 shares of Company’s common stock to directors, and options on March 12, 2024 to purchase 9,250,000 shares of Company’s common stock to employees and director.

Under this plan, the Company had outstanding grants of options to purchase 23,511,667 and 14,261,667 as of December 31, 2024 and December 31, 2023, respectively.

The 2015 Plan expired in January 2025.

FASB ASC 718, Compensation – Stock Compensation , requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

9 unchanged sentences

The following table summarizes the Company’s stock option transactions:

Exercise Price

(in thousands)

2 unchanged sentences

( 3,933,117 ) 0.08

( 2,835,192 ) 0.07

Options outstanding at December 31, 2023

11 unchanged sentences

The following table provides supplemental data on stock options:

Years Ended December 31,

Weighted average grant date fair value per option granted

9 unchanged sentences

Remaining Contractual

Exercise Price

Weighted Average

Remaining Contractual

Exercise Price

$0.05 - $0.08

1 unchanged sentence

$0.09 - $0.135

5,050,500 3.24 $ 0.10 4,772,708 3.41 $ 0.10

$0.14 - $0.21

1,145,000 1.83 $ 0.14 1,145,000 1.83 $ 0.14

$0.23 - $0.345

2,716,667 1.79 $ 0.25 2,716,667 1.79 $ 0.25

$0.38 - $0.57

175,000 1.60 $ 0.38 175,000 1.60 $ 0.38

26,584,667 17,056,875

December 31, 2023

1 unchanged sentence

Options Exercisable

Exercise Prices

Weighted Average

7 unchanged sentences

$0.13 - $0.195

1,885,500 2.62 $ 0.14 1,885,500 2.62 $ 0.14

$0.23 - $0.345

2,908,334 2.61 $ 0.25 2,736,667 2.77 $ 0.25

$0.38 - $0.57

175,000 2.17 $ 0.38 100,000 3.80 $ 0.38

17,526,334 15,568,470

The Company’s non-vested options at the beginning and ending of fiscal year 2024 had weighted-average grant-date fair values of $ 0.10 and $ 0.06 per option, respectively.

Facility Lease

FACILITY LEASES

Amounts collected under the Facility Lease are comprised of base rents and reimbursements for direct facility expenses (property taxes and insurance), common area maintenance, and utilities.

8 unchanged sentences

Total deferred tax asset

$ 43,963 $ 32,527

Valuation allowance

1 unchanged sentence

Total deferred tax asset, net

The valuation allowance decreased $ 11,409 and increased $ 14,376 in 2023 and 2022, respectively.

The valuation allowance increased $ 335 and increased $ 11,409 in 2024 and 2023, respectively.

Changes in the valuation allowance are impacted by the expiration of net operating loss (“NOL”) carryforwards, current year net operating losses, and changes to future tax deductions resulting from the terms of stock compensation plans and accrued liabilities.

38 unchanged sentences

Accumulated other comprehensive income, net of tax, as of December 31, 2022

Other comprehensive – unrealized gain (loss) on investments

Other comprehensive – unrealized gain on investments

Accumulated other comprehensive income, net of tax, as of December 31, 2023

Other comprehensive – unrealized gain (loss) on investments

Other comprehensive – unrealized loss on investments

Accumulated other comprehensive loss, net of tax, as of December 31, 2024

34 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures