LIQUIDMETAL TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive/Financial Officer), we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer (Principal Executive/Financial Officer) concluded that our disclosure controls and procedures were effective as of December 31, 2024 (the end of the period covered by this report). Changes in Internal Controls. There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management ’ s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. As required by Section 404 of the Sarbanes-Oxley Act of 2002 and the related rule of the SEC, management assessed the effectiveness of the Company’s internal control over financial reporting using the Internal Control-Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2024. Management has not identified any material weaknesses in the Company’s internal control over financial reporting as of December 31, 2024. Item 9B. Other Information During the three months ended December 31, 2024, none of the Company's directors or officers adopted, modified or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Exchange Act). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 28 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below is a table identifying our directors and executive officers as of December 31, 2024: Name Age Position Lugee Li 65 Chairman of the Board Tony Chung 55 Chief Executive Officer, Director Isaac Bresnick 39 President, Director Vincent Carrubba 66 Director Professor Lugee Li ( “ Professor Li ” ) was elected by our board of directors to serve as our Chief Executive Officer in December 2016. Pursuant to the terms of the 2016 Purchase Agreement, Professor Li was appointed as a member of our board of directors in March 2016 and became Chairman of our board of directors in October 2016. Professor Li is the founder, Chairman, and shareholder of DongGuan Eontec Co. Ltd. (“Eontec”), a Hong Kong company listed on the Shenzen Stock Exchange 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 supply of biomaterials and surgical implants. Professor Li serves as an analyst for the Institute of Metal Research at the Chinese Academy of Sciences and serves part-time as a professor at several universities in China. Professor Li owns Liquidmetal Technology Limited, a Hong Kong company and the Investor in our 2016 Purchase Agreement. Due to his decades of experience in our industry, as well as his academic credentials, we believe Professor Li is qualified to serve as one of our directors. Tony Chung was appointed as the Company’s Chief Executive Officer on July 6, 2021 and has served as a Director since August 2017. Mr. Chung had previously served as the Company’s Chief Financial Officer from December 2008 to August 2017. Prior to re-joining the Company as an executive, he was the Chief Financial Officer of Solarcity, currently a division of Tesla Inc., that provides advanced solar technology solutions. Mr. Chung also served as the Managing Director of Baypoint Ventures, a technology investment fund. Mr. Chung is an Attorney and received a B.S. degree in business from UC Berkeley and a J.D. Degree from PCU Law School. We believe that Mr. Chung’s business and financial experience, including within the technology industry and the Company specifically, qualifies him to serve as one of our directors. Isaac Bresnick began serving as a Director in October 2016 and was appointed to the role of President on July 6, 2021. Prior to being appointed as President, he was the Executive Administrator of the Company since November 2016. From October 2014 to November 2016, Mr. Bresnick served as Legal and Regulatory Affairs Director for the Leader Biomedical Group, a private company based in Hong Kong and operating from Amsterdam, the Netherlands. At Leader Biomedical, Mr. Bresnick was responsible for the direction and management of legal affairs, regulatory affairs, quality control and quality assurance, as well as for advising executive management of affiliated companies. From July 2013 to October 2017, Mr. Bresnick served as Director of aap Joints GmbH, a private company in Berlin, Germany. From January 2013 through June 2013, Mr. Bresnick provided full-time consulting services to AAP Orthopedics Ltd., a BVI company. Mr. Bresnick is an Attorney and received his J.D. from the University of Connecticut School of Law in 2013, and his B.S. in Industrial Design from the University of Bridgeport in 2008. After completion of his undergraduate studies and continuing through his enrollment at the University of Connecticut, Mr. Bresnick worked as Senior Arrangements Designer for Electric Boat Corporation, a subsidiary of General Dynamics, from June 2008 to December 2012. Due to his executive management experience, we believe Mr. Bresnick is qualified to serve as one of our directors. Vincent Carrubba began serving on our board of directors in October 2016. From September 2014 through the present, Mr. Carrubba has served as the CEO of Admiral Composite Technologies Inc. (“Admiral”). During his time at Admiral, Mr. Carrubba has helped to develop new technologies for environmentally responsible and innovative building materials which represent Admiral’s product lines. Mr. Carrubba has also served as Admiral’s Chairman since its inception in 2009. From September 2014 through the present, Mr. Carrubba has served as the CEO of Asia Sourcing & Communications USA Inc. and he has served as its Chairman since its inception in 2013. From 2002 through August 2014, Mr. Carrubba served as the Director of research and development for Interdynamics Inc. and IDQ Holdings, where he was responsible for all research and development and quality control matters, including the management of engineering, legal, patenting, regulatory, insurance and consumer relations matters. From 1989 through 1992, Mr. Carrubba designed and installed the New York Stock Exchange telecommunications and information technology systems. Mr. Carrubba has held engineering and executive positions with Xerox, General Electric, Bristol-Meyers Squibb and AT&T and he is the inventor of several patents related to telecommunications, professional tools and consumer products. Mr. Carrubba received a Bachelor of Arts degree in Engineering Science and a Bachelor of Science Degree in Mechanical Engineering from Columbia University’s School of Engineering and Applied Science (SEAS) in 1982. We believe Mr. Carrubba is qualified to serve as one of our directors because of his extensive experience in the technology industry, including his experience with major telecommunications companies. 29 Table of Contents Delinquent Section 16(a) Reports Section 16(a) of Exchange Act requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons also are required to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such reports received by it with respect to fiscal year 2024 or written representations from certain reporting persons, the Company believes that all filing requirements applicable to its directors and officers and persons who own more than 10% of a registered class of the Company’s equity securities have been complied with, on a timely basis, for fiscal year 2024. Code of Ethics Our board of directors has adopted a written Code of Ethics for Chief Executive Officer and Senior Financial and Accounting Officers that applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or persons performing similar functions. A current copy of the code is filed as an exhibit to this report on Form 10-K and is also available on our website, www.liquidmetal.com, in the “Investors” section. 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. Item 11. Executive Compensation Executive Benefits and Perquisites Set forth below is information regarding compensation earned by or paid or awarded to the following executive officers of the Company during the year ended December 31, 2024: (i) Tony Chung, our Chief Executive Officer and Principal Financial Officer, and (ii) Isaac Bresnick, our President. These persons are hereafter referred to as our “named executive officers.” The identification of such named executive officers is determined based on the individual’s total compensation for the year ended December 31, 2024, as reported below in the Summary Compensation Table. Summary Compensation Table The following table sets forth for each of the named executive officers: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2024 and 2023 (ii) the aggregate grant date fair value of stock and option awards granted during 2024 and 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (R); (iii) the dollar value of earnings for services pursuant to awards granted during 2024 and 2023 under non-equity incentive plans; (iv) non-qualified deferred compensation earnings during 2024 and 2023; (v) all other compensation for 2024 and 2023; and, finally, (vi) the dollar value of total compensation for 2024 and 2023. Name and Principal Position Year Salary Severance Bonus Stock Awards Option Awards Total Tony Chung, 2024 $ 266,931 $ - $ - $ - $ 134,692 $ 401,623 Chief Executive Officer and Chief Financial Officer 2023 $ 249,231 $ - $ - $ - $ - $ 249,231 Isaac Bresnick, 2024 $ 195,388 $ - $ - $ - $ 67,346 $ 262,734 President and Former Executive Administrator 2023 $ 170,619 $ - $ - $ - $ - $ 170,619 30 Table of Contents Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2024, including the number of shares underlying both exercisable and un-exercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option. Option Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Tony Chung 75,000 - - $ 0.38 10/17/2027 240,000 - - $ 0.14 11/14/2028 7,500,000 (1) $ 0.07 7/6/2031 4,000,000 (2) $ 0.05 3/12/2034 Isaac Bresnick 700,000 - - $ 0.25 12/13/2026 240,000 - - $ 0.23 2/7/2027 900,000 - $ 0.09 12/14/2031 2,000,000 (3) $ 0.05 3/12/2034 (1) The shares underlying these grants are subject to a combination of market-price based and time-based lock-up provisions. (2) 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. (3) 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, 2024. 401(k) Savings Plan We have adopted a tax-qualified employee savings and retirement plan, or 401(k) plan that covers all of our employees. Pursuant to our 401(k) plan, participants may elect to reduce their current compensation, on a pre-tax basis, by an amount up to the statutorily prescribed annual limit and have the amount of the reduction contributed to the 401(k) plan. The 401(k) plan permits us, in our sole discretion, to make additional employer contributions to the 401(k) plan. However, we do not currently make employer contributions to the 401(k) plan and may not do so in the future. As such, contributions by employees or by us to the 401(k) plan, and the income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) plan, and we can deduct our contributions, if any, at the time they are made. Director Compensation The following table sets forth information regarding the compensation received by each of our non-employee directors serving during the year ended December 31, 2024: Name Fees Earned or Paid in Cash ($) Stock Awards($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Lugee Li $ - - $ - - - - $ - Vincent Carrubba $ 40,000 - $ 33,673 (1) - - - $ 73,673 (1) 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. Mr. Currubba received a base fee of $40,000 during 2024. 31 Table of Contents 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 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. No director who is an employee will receive separate compensation for services rendered as a director. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2024 by: ● each person known by us to be a beneficial owner of more than 5.0% of our outstanding common stock; ● each of our directors; ● each of our named executive officers; and ● all of our directors and executive officers as a group. The number and percentage of shares beneficially owned is determined under the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership for each individual includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire beneficial ownership of within 60 days of December 31, 2024 through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power with respect to the shares shown as beneficially owned. A total of 917,285,149 shares of our common stock were issued and outstanding as of December 31, 2024. Unless otherwise indicated, the address of all directors and named executive officers is 20321 Valencia Circle, Lake Forest, California 92630. Common Stock Name of Beneficial Owner Number of Shares(1) Percent of Class(1) Directors and Named Executive Officers Lugee Li 237,539,071 (2) 25.9 % Vincent Carrubba 1,406,667 (3) * Tony Chung 8,839,350 (4) 1.0 % Isaac Bresnick 1,840,000 (5) * All directors and executive officers as a group (4 persons) 249,625,080 27.2 % 5% Shareholders Liquidmetal Technology Limited 235,278,921 (6) 25.6 % Room 906, Tai Tung Building, 8 Fleming Rd Wanchai, Hong Kong *Less than one percent (1) Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise or conversion of all options, warrants and other securities convertible into common stock, beneficially owned by such person or entity currently exercisable or exercisable within 60 days of December 31, 2024. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days of December 31, 2024, or securities convertible into common stock within 60 days of December 31, 2024, are deemed outstanding and held by the holder of such shares of common stock, options, warrants, or other convertible securities, for purposes of computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person. The percentage of common stock beneficially owned is based on 917,285,149 shares of common stock outstanding as of December 31, 2024. 32 Table of Contents (2) Includes: (a) 225,212,112 shares of common stock held of record by Liquidmetal Technology Limited. Professor Li is the majority owner, officer, and director of Liquidmetal Technology Limited and has the power to direct the voting and disposition of such shares; (b) 10,066,809 shares issuable pursuant to a Warrant held by Liquidmetal Technology Limited which is exercisable currently or within 60 days of December 31, 2024. Professor Li is the majority owner, officer, and director of Liquidmetal Technology Limited and has the power to direct the voting and disposition of such shares; (c) 1,360,150 shares of common stock held of record by Professor Li; and (d) 900,000 shares issuable pursuant to outstanding stock options which are exercisable currently or within 60 days of December 31, 2024. (3) Includes 1,406,667 shares issuable pursuant to outstanding stock options, held of record by Mr. Carrubba, which are exercisable currently or within 60 days of December 31, 2024. Does not include 1,000,000 shares that are issuable pursuant to outstanding stock options that are not exercisable currently or within 60 days of December 31, 2024. (4) Includes: (a) 1,024,350 shares of common stock held of record by Mr. Chung; and (b) 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. (5) Includes 1,840,000 shares issuable pursuant to outstanding stock options, held of record by Mr. Bresnick, which are exercisable currently or within 60 days of December 31, 2024. Does not include 2,000,000 shares that are issuable pursuant to outstanding stock options that are not exercisable currently or within 60 days of December 31, 2024. (6) Includes: (a) 225,212,112 shares of common stock held of record by Liquidmetal Technology Limited; and (b) 10,066,809 shares issuable pursuant to a Warrant held by Liquidmetal Technology Limited which is exercisable currently or within 60 days of December 31, 2024. Equity Compensation Plan Information Our executive officers, directors, and all of our employees are allowed to participate in our equity incentive plans. We believe that providing them with the ability to participate in such plans provides them with a further incentive towards ensuring our success and accomplishing our corporate goals. The following table provides information regarding the securities authorized for issuance under our equity compensation plans as of December 31, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights [a] Weighted-average exercise price of outstanding options, warrants, and rights [b] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [a]) [c] Equity compensation plans approved by stockholders 26,584,667 $ 0.09 4,666,202 33 Table of Contents The number of securities, and types of plans available for future issuances of stock options, as of December 31, 2024 was as follows: Plan Name Options and Warrants for Common Shares Authorized Exercised Outstanding Available 2012 Equity Incentive Plan 30,000,000 11,227,445 3,073,000 - 2015 Equity Incentive Plan 40,000,000 11,822,131 23,511,667 4,666,202 Total Stock Options 70,000,000 23,049,576 26,584,667 4,666,202 2012 Equity Incentive Plan 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 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. There were 3,073,000 options exercisable and 11,227,445 shares had been issued upon exercise of options under the 2012 Plan as of December 31, 2024. 2015 Equity Incentive Plan On January 27, 2015, the Company adopted the 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. The purpose of the 2015 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 2015 Plan provides 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 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. There were 14,039,433 options exercisable and 11,822,131 shares had been issued upon exercise of options under the 2015 Plan as of December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons On March 10, 2016, the Company entered into the 2016 Purchase Agreement with Liquidmetal Technology Limited, providing for the purchase of 405,000,000 shares of the Company’s common stock for an aggregate purchase price of $63,400. Liquidmetal Technology Limited was a newly formed company owned by Professor Li. In connection with the 2016 Purchase Agreement and also on March 10, 2016, the Company and Eontec, entered into a license agreement pursuant to which the Company and Eontec entered into a cross-license of their respective technologies. Eontec is a publicly held Hong Kong corporation of which Professor Li is the Chairman. Eontec is also an affiliate of Yihao. Yihao is currently the Company’s primary contract manufacturer. As of December 31, 2024, Professor Li is a greater-than 5% beneficial owner of the Company and serves as the Company’s Chairman. Equipment and services procured from Eontec, and their affiliates, were $612 and $305 during the years ended December 31, 2024 and 2023, respectively. On May 10, 2022, Mr. Abdi Mahamedi resigned as a director of the Company. In connection with Mr. Mahamedi’s resignation, the Board of Directors of the Company approved an amendment to Mr. Mahamedi’s previously granted options to purchase an aggregate of 1,870,000 shares of Company common stock to provide for the extension of the exercise period of the options through May 10, 2025. Upon Mr. Mahamedi’s resignation as a director, the Company entered into a Consulting Agreement, dated May 10, 2022, with Rosewood LLC pursuant to which Mr. Mahamedi as the owner of Rosewood LLC will assess and present business opportunities for the licensing and sublicensing of the Company’s technology. Mr. Mahamedi will also provide business development services and perform other special projects as requested by the Company. The Consulting Agreement has a term of 5 years, subject to the right of the Company or Mr. Mahamedi to terminate the agreement at any time after December 1, 2022 and subject to certain other early-termination rights. As sole consideration for the Consulting Agreement, the Company granted to Mr. Mahamedi an option to purchase up to 2.0 million shares of Company common stock at an exercise price of the closing market price of the Company’s common stock on May 10, 2022 that will vest 33% on the first anniversary of the grant date and the remainder vesting monthly over the ensuing two years, provided that Mr. Mahamedi continues to be engaged as a consultant on each such vesting date. The options have a term of 5 years. 34 Table of Contents Review, Approval or Ratification of Transactions with Related Persons Our policy is to require that any transaction with a related party required to be reported under applicable SEC rules, other than compensation-related matters, be reviewed and approved or ratified by the board of directors. The board of directors has not adopted specific procedures for review of, or standards for approval of, these transactions, but instead reviews such transactions on a case by case basis. Our policy is to require that all compensation-related matters be recommended for board of director approval. During the last fiscal year no transactions with a related party occurred that required a waiver of this policy and no transactions with a related party occurred in which we did not follow this policy. Director Independence Our board of directors currently has four members – Lugee Li, Isaac Bresnick, Vincent Carrubba, and Tony Chung. Our board of directors has determined that Mr. Carrubba is an “independent director” as such term is defined by the rules of the NASDAQ Stock Market, Inc. Item 14. 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 BCRG Group, our current auditor, for professional services during the years ended December 31, 2024 and December 31, 2023: Fees 2024 2023 Audit Fees (1) - Reaudit $ 16,000 $ 25,000 All Other Fees - - Total Fees $ 16,000 $ 25,000 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: Fees 2024 Audit Fees (1) $ 96,500 All Other Fees - Total Fees $ 96,500 35 Table of Contents 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: Fees 2023 Audit Fees (1) $ 77,000 All Other Fees - Total Fees $ 77,000 (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; and • 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 BCRG Group for 2024 and 2023. 36 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as a part of this report: 1. Financial Statements . See the Index to Consolidated Financial Statements on page 45. 2. Exhibits . See Item 15(b) below. (b) Exhibits . The exhibits listed on the Exhibit Index, which appears at the end of this Item 15, are filed as part of, or are incorporated by reference into, this report. 37 Table of Contents EXHIBIT INDEX Exhibit Number Document Description 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 20, 2016). 3.2 Amended and Restated ByLaws of Liquidmetal Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on October 5, 2015). 4.1 Reference is made to Exhibits 3.1 and 3.2 . 4.2 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Form 10-Q filed on August 14, 2003). 4.3 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 4.3 to the Form 10-K filed on March 9, 2021). 10.1 Amended and Restated License Agreement, dated September 1, 2001, between Liquidmetal Technologies, Inc. and California Institute of Technology (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on November 20, 2001 (Registration No. 333-73716)). 10.2** Master Transaction Agreement, dated August 5, 2010, among Apple Inc., Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and Crucible Intellectual Property, LLC (incorporated by reference from Exhibit 10.3 to the Form 10-Q filed on November 4, 2010). 10.3* Liquidmetal Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 2, 2012). 10.6 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. (incorporated by reference from Exhibit 10.41 to the Registration Statement on Form S-1 (Amendment No. 1) filed on August 3, 2012). 10.7 Amendment Number Two to Master Transaction Agreement and Other Transaction Documents, dated May 19, 2014, among Apple Inc., Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and Crucible Intellectual Property, LLC. (incorporated by reference from Exhibit 10.1 on the Form 10-Q filed on August 12, 2014). 10.13* Liquidmetal Technologies, Inc. 2015 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on February 9, 2015). 10.14 Amendment Number Three to Master Transaction Agreement and Other Transaction Documents, dated June 17, 2015, among Apple Inc., Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and Crucible Intellectual Property, LLC (incorporated by reference from Exhibit 10.1 on the Form 10-Q filed on August 6, 2015). 10.15 Form of Director and Officer Indemnification Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 5, 2015). 10.16 Form of Amended and Restated Director and Officer Indemnification Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on October 5, 2015). 10.17 Stock Purchase Warrant, dated March 10, 2016, issued to Liquidmetal Technology Limited by Liquidmetal Technologies, Inc. (incorporated by reference from Exhibit 4.1 to the Form 8-K filed on March 14, 2016). 38 Table of Contents 10.19 Parallel License Agreement, dated March 10, 2016, between Liquidmetal Technologies, Inc. and DongGuan Eontec Co., Ltd. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on March 14, 2016). 10.21 Standard Industrial/Commercial Multi-Tenant Lease – Net, dated January 23, 2020, between 20321 Valencia, LLC and MatterHackers, Inc. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on January 29, 2020). 10.22 Business Development Agreement, dated January 31, 2020, between Liquidmetal Technologies, Inc. and Eutectix, LLC. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on February 5, 2020). 10.23** Manufacture Supply Agreement dated January 12, 2022, between Liquidmetal Technologies, Inc. and Dongguan Yihao Metal Materials Technology Co. Ltd. (incorporated by reference from Exhibit 10.36 to the Form 8-K filed on January 19, 2022). 10.24 Liquidmetal Golf License Agreement dated January 13, 2022, between Liquidmetal Technologies, Inc. and Amorphous Technologies Japan, Inc. (incorporated by reference from Exhibit 10.32 to the Form 8-K filed on January 19, 2022). 23.1 Consent of BCRG Group 24.1 Power of Attorney relating to subsequent amendments (included on the signature page(s) of this report). 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certification pursuant to 18 U.S.C. Section 1350. 101 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 in Part I, Item IC, Part II, Item 9B, Part III, Item 10 and Part III, Item 11, tagged as blocks of text. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Denotes a management contract or compensatory plan or arrangement. ** Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. 39 Table of Contents Item 16. Form 10-K Summary None. 40 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Liquidmetal Technologies, Inc. By: /s/ Tony Chung Tony Chung Chief Executive Officer (Principal Executive and Financial Officer) Date: March 13, 2025 41 Table of Contents KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tony Chung and each of them, jointly and severally, his attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Tony Chung Chief Executive Officer and Director March 13, 2025 Tony Chung (Principal Executive and Financial Officer) /s/ Lugee Li Chairman and Director March 13, 2025 Lugee Li /s/ Isaac Bresnick President and Director March 13, 2025 Isaac Bresnick /s/ Vincent Carrubba Director March 13, 2025 Vincent Carrubba Certifications provided as Exhibits. 42 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm ( PCAOB ID 7158 ) 44 Consolidated Financial Statements: Consolidated Balance Sheets 45 Consolidated Statements of Operations 46 Consolidated Statements of Comprehensive Loss 47 Consolidated Statements of Shareholders’ Equity 48 Consolidated Statements of Cash Flows 49 Notes to Consolidated Financial Statements 50 43 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Liquidmetal Technologies, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Liquidmetal Technologies, Inc. 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 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 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 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 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 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/ BCRG Group BCRG Group (PCAOB ID 7158 ) We have served as the Company’s auditor since 2024 Irvine, CA March 13, 2025 44 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 6,006 $ 8,837 Restricted cash 5 5 Investments in debt securities- short term 9,453 13,292 Trade accounts receivable, net 89 186 Inventories 70 25 Prepaid expenses and other current assets 494 450 Total current assets 16,117 22,795 Investments in debt securities- long term 6,877 1,098 Property and equipment, net 7,357 7,668 Patents and trademarks, net 35 52 Other assets 14 223 Total assets $ 30,400 $ 31,836 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 153 $ 94 Accrued liabilities 205 244 Deferred revenue - 6 Other current liabilities 902 902 Total current liabilities 1,260 1,246 Total liabilities 1,260 1,246 Shareholders' equity: Common stock, $ 0.001 par value; 1,100,000,000 shares authorized; 917,285,149 and 917,285,149 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively 917 917 Warrants 18,179 18,179 Additional paid-in capital 288,270 288,126 Accumulated deficit ( 278,253 ) ( 276,743 ) Accumulated other comprehensive income 107 190 Non-controlling interest in subsidiary ( 80 ) ( 79 ) Total shareholders' equity 29,140 30,590 Total liabilities and shareholders' equity $ 30,400 $ 31,836 The accompanying notes are an integral part of the consolidated financial statements. 45 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Years Ended December 31, 2024 2023 Revenue: Products $ 842 $ 491 Licensing and royalties 18 19 Total revenue 860 510 Cost of sales 643 361 Gross profit 217 149 Operating expenses: Selling, marketing, general and administrative 3,511 3,214 Research and development 19 20 3,530 3,234 Operating loss ( 3,313 ) ( 3,085 ) Other income (expense): Lease income 355 378 Other income 311 43 Investment income 266 330 Interest income 870 286 1,802 1,037 Loss from operations ( 1,511 ) ( 2,048 ) Income taxes - - Net loss ( 1,511 ) ( 2,048 ) Net loss attributable to non-controlling interest 1 1 Net loss attributable to Liquidmetal Technologies shareholders $ ( 1,510 ) $ ( 2,047 ) Per common share basic and diluted: Net loss per common share attributable to Liquidmetal Technologies shareholders, basic and diluted $ ( 0.00 ) $ ( 0.00 ) Number of weighted average shares - basic and diluted 917,285,149 917,285,149 The accompanying notes are an integral part of the consolidated financial statements. 46 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except share and per share data) Years Ended December 31, 2024 2023 Net loss $ ( 1,511 ) $ ( 2,048 ) Other comprehensive income (loss), net of tax Net unrealized gains (losses) on available-for-sale securities ( 83 ) 486 Other comprehensive income (loss), net of tax ( 83 ) 486 Comprehensive loss ( 1,594 ) ( 1,562 ) Less: Comprehensive loss attributable to noncontrolling interests 1 1 Comprehensive loss attributable to Liquidmetal Technologies shareholders $ ( 1,593 ) $ ( 1,561 ) The accompanying notes are an integral part of the consolidated financial statements. 47 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Preferred Shares Common Shares Common Stock Warrants part of Additional Paid-in Capital Additional Paid-in Capital Accumulated Deficit Accumulated other comprehensive income Non-controlling Interest Total Balance - December 31, 2022 - 917,285,149 $ 917 $ 18,179 $ 288,013 $ ( 274,696 ) $ ( 296 ) $ ( 78 ) $ 32,039 Stock-based compensation - - - - 113 - - - 113 Net loss - - - - - ( 2,047 ) - ( 1 ) ( 2,048 ) Other comprehensive loss - - - - - - 486 - 486 Balance - December 31, 2023 - 917,285,149 $ 917 $ 18,179 $ 288,126 $ ( 276,743 ) $ 190 $ ( 79 ) $ 30,590 Stock-based compensation - - - - 144 - - - 144 Net loss - - - - - ( 1,510 ) - ( 1 ) ( 1,511 ) Other comprehensive loss - - - - - - ( 83 ) - ( 83 ) Balance - December 31, 2024 - 917,285,149 $ 917 $ 18,179 $ 288,270 $ ( 278,253 ) $ 107 $ ( 80 ) $ 29,140 The accompanying notes are an integral part of the consolidated financial statements. 48 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except share and per share data) Years Ended December 31, 2024 2023 Operating activities: Net loss $ ( 1,511 ) $ ( 2,048 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 327 335 Realized investment gains (loss), net ( 266 ) ( 190 ) Unrealized investment gain (loss), net ( 83 ) 486 Stock-based compensation 144 113 Changes in operating assets and liabilities: Trade accounts receivable 97 ( 162 ) Inventories ( 45 ) - Prepaid expenses and other current assets ( 44 ) 75 Other assets and liabilities 209 130 Accounts payable and accrued liabilities 21 ( 17 ) Deferred revenue ( 6 ) ( 35 ) Net cash used in operating activities ( 1,157 ) ( 1,313 ) Investing Activities: Purchases of debt securities ( 20,233 ) ( 11,340 ) Proceeds from sales of debt securities 18,559 19,221 Net cash provided by (used in) investing activities ( 1,674 ) 7,881 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 2,831 ) 6,568 Cash, cash equivalents, and restricted cash at beginning of period 8,842 2,274 Cash, cash equivalents, and restricted cash at end of period $ 6,011 $ 8,842 Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ - $ - Income taxes $ 800 $ 800 The accompanying notes are an integral part of the consolidated financial statements. 49 Table of Contents LIQUIDMETAL TECHNOLOGIES, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. DESCRIPTION OF BUSINESS Liquidmetal Technologies, Inc. (the “Company”) is a materials technology company that works with manufacturing and commercial partners to develop and commercialize products made from proprietary amorphous alloys. The Company’s family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology. The Company designs, develops, and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third -party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Amorphous alloys are, in general, unique materials that are distinguished by their ability to retain a random atomic structure when they solidify, in contrast to the crystalline atomic structure that forms in other metals and alloys when they solidify. Liquidmetal alloys are proprietary amorphous alloys that possess a combination of performance, processing, and potential cost advantages that the Company believes will make them preferable to other materials in a variety of applications. The amorphous atomic structure of bulk alloys enables them to overcome certain performance limitations caused by inherent weaknesses in crystalline atomic structures, thus facilitating performance and processing characteristics superior in many ways to those of their crystalline counterparts. The Company believes that the alloys and the molding technologies it employs may result in components, for many applications, that exhibit: exceptional dimensional control and repeatability that rivals precision machining, excellent corrosion resistance, brilliant surface finish, high strength, high hardness, high elastic limit, alloys that are non-magnetic, and the ability to form complex shapes common to the injection molding of plastics. Interestingly, all of these characteristics are achievable from the molding process, so design engineers often do not have to select specific alloys to achieve one or more of the characteristics as is the case with crystalline materials. The Company believes these advantages could result in Liquidmetal alloys supplanting high-performance alloys, such as titanium and stainless steel, and other incumbent materials in a wide variety of applications. Moreover, the Company believes these advantages could enable the introduction of entirely new products and applications that are not possible or commercially viable with other materials. The Company’s revenues are derived from i) selling bulk Liquidmetal alloy products to customers who produce medical devices, automotive assemblies, sports and leisure goods, and non-consumer electronic devices, ii) selling tooling and prototype parts such as demonstration parts and test samples for customers with products in development, iii) product licensing and royalty revenue, and iv) research and development revenue. The Company expects that these sources of revenue will continue to significantly change the character of the Company’s revenue mix. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Liquidmetal Technologies, Inc., its special-purpose wholly-owned subsidiary, Crucible Intellectual Property LLC, 20321 Valencia LLC, and Liquidmetal Golf. All intercompany balances and transactions have been eliminated. Non-Controlling Interest 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. 50 Table of Contents Revenue Recognition Revenue is recognized pursuant to applicable accounting standards including FASB ASC Topic 606 (“ASC 605” ), Revenue from Contracts with Customers. ASC 606 summarizes certain points in applying generally accepted accounting principles to revenue recognition in financial statements and provides guidance on revenue recognition issues in the absence of authoritative literature addressing a specific arrangement or a specific industry. The Company’s revenue recognition policy complies with the requirements of ASC 606. As a majority of the Company’s sales revenue continues to be recognized when products are shipped, and there was no change in the recognition model historically applied to active license and royalty contracts under the new revenue standard, there was no adjustment to the opening balance of retained earnings. The impact to the Company’s results of operations is not material, on an on-going basis, because the analysis of the Company’s contracts under the new revenue standard supports a recognition model consistent with the Company’s previous revenue recognition model. Revenue on the majority of the Company’s contracts will continue to be recognized over time because of the continuous transfer of control to the customer. ● Products Product revenues are primarily generated from the sale and prototyping of molds and bulk alloy products. Revenue is recognized when i) persuasive evidence of an arrangement exists, ii) delivery has occurred, iii) the sales price is fixed or determinable, iv) collection is probable and v) all obligations have been substantially performed pursuant to the terms of the arrangement. When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, it records deferred revenue, which represents a contract liability. The Company will recognize deferred revenue as products revenue after it has transferred control of the goods or services to the customer and all revenue recognition criteria are met. Such amounts are not expected to be material on an ongoing basis. ● Licensing and royalties License revenue arrangements in general provide for the grant of an exclusive or non-exclusive right to manufacture and/or sell products covered by patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined period of time. Licensing revenues that are one -time fees upon the granting of the license are recognized when i) the license term begins in a manner consistent with the nature of the transaction and the earnings process is complete, ii) when collectability is reasonably assured or upon receipt of an upfront fee, and iii) when all other revenue recognition criteria have been met. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the license. Licensing revenues that are related to royalties are recognized as the royalties are earned over the related period. Practical Expedients and Exemptions The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, marketing, general and administrative expenses. 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 The Company considers all highly-liquid investments with maturity dates of three months or less when purchased to be cash equivalents. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal. As of December 31, 2024 and 2023, the Company held deposits of $ 5,755 and $ 8,647 , respectively, in such highly-liquid investments. 51 Table of Contents Investments in debt securities The Company will invest excess funds to maximize investment yield, while maintaining liquidity and minimizing credit risk. Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, various U.S. and foreign corporations, and certificates of deposits. The Company classifies its investments in debt securities as available-for-sale with all unrealized gains or losses included as part of other comprehensive income. The Company evaluates its debt securities with unrealized losses on a quarterly basis for potential other-than-temporary impairments in value. As a result of this assessment, the Company did not recognize any other-than-temporary impairment losses considered to be credit related for the years ended December 31, 2024 and 2023. Trade Accounts Receivable The Company grants credit to its customers generally in the form of short-term trade accounts receivable. The creditworthiness of customers is evaluated prior to signing a contract with the customer. 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. The allowance for doubtful accounts reflects management's best estimate of probable losses inherent in the trade accounts receivable. Management primarily determines the allowance based on the aging of accounts receivable balances, historical write-off experience, customer concentrations, customer creditworthiness and current industry and economic trends. The Company's provisions for uncollectible receivables are included in selling, marketing, general and administrative expense in the consolidated statements of operations. At December 31, 2024 and 2023, the Company had recorded an allowance for doubtful accounts of $ 0 and $ 0 , respectively. Inventories 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. The analysis of estimated net realizable value is based on customer orders, market trends and historical pricing. If the carrying amount exceeds the estimated net realizable value, the carrying amount is reduced to the estimated net realizable value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Additions and major renewals are capitalized. Repairs and maintenance are charged to expense as incurred. Upon disposal, the related cost and accumulated depreciation are removed from the accounts, with the resulting gain or loss included in operating income. 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 Intangible assets consist of the costs incurred to purchase patent rights and costs incurred to register and maintain patents and trademarks. Intangible assets are reported at cost, net of accumulated amortization. Patents and trademarks are amortized using the straight-line method over a period based on their contractual lives ranging from ten to seventeen years. Impairment of Long-lived Assets The Company reviews long-lived assets to be held and used in operations for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired. These evaluations may result from significant decreases in the overall market outlook for the Company’s technology or the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used in its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of an asset, as well as economic or operational analyses. If the Company concludes that the carrying value of certain assets will not be recovered based on expected undiscounted future cash flows, an impairment write-down is recorded to reduce the assets to their estimated fair value. Fair value is determined via market, cost and income-based valuation techniques, as appropriate. 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. 52 Table of Contents Fair Value Measurements The estimated fair values of financial instruments reported in the consolidated financial statements have been determined using available market information and valuation methodologies, as applicable. The fair value of cash and restricted cash approximate their carrying value due to their short maturities and are classified as Level 1 instruments within the fair value hierarchy. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value based upon the following fair value hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2024, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Fair Value Level 1 Level 2 Level 3 Investments in debt securities (short-term) 9,453 8,953 500 - Investments in debt securities (long-term) 6,877 5,119 1,758 - As of December 31, 2023, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Fair Value Level 1 Level 2 Level 3 Investments in debt securities (short-term) 13,292 10,681 2,611 - Investments in debt securities (long-term) 1,098 449 649 - Non-recurring Fair Value Measurements Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). No such losses were recorded during the year ended December 31, 2024 and 2023. Stock-Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based Payment , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. 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 . Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect of a tax rate change on deferred taxes is recognized in operations in the period that the change in the rate is enacted. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. Under the provisions of FASB ASC Topic 740, the Company had no material unrecognized tax positions and no adjustments to liabilities or operations were required. The Company, when applicable, will recognize interest and penalties related to uncertain tax positions in income tax expense. There was no expense related to interest and penalties for the years ended December 31, 2024 and 2023, respectively. 53 Table of Contents Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. 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. Recent Accounting Pronouncements. 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. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or "CECL"). The standard update, and its related amendments, will become effective for the fiscal year beginning on January 1, 2023. This did not have a material impact on its consolidated financial statements as of and for the year ended December 31, 2024. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. 3. SIGNIFICANT TRANSACTIONS Yihao Manufacturing Agreement On January 12, 2022, the Company entered into a manufacturing agreement (“Manufacturing Agreement”) with Dongguan Yihao Metal Materials Technology Co. Ltd. (“Yihao”) to become the primary contract manufacturer of the Company’s products. Under the Manufacturing Agreement, which has a term of five years, Yihao has agreed to serve as a non-exclusive contract manufacturer for amorphous alloy parts offered and sold by the Company at prices determined on a “cost-plus” basis. Yihao is an affiliate of Dongguan Eontec Co. Ltd. and Professor Lugee Li, our Chairman and largest beneficial owner of the Company’s capital stock. Corporate Facility Purchase and Lease On February 16, 2017, the Company purchased a 41,000 square foot facility (the “Facility”) located in Lake Forest, CA, where operations commenced during July 2017. The purchase price for the Facility was $ 7,818 . On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a lease agreement (the “Facility Lease”) pursuant to which the Company leased to MatterHackers, Inc., a Delaware corporation (“Tenant”), an approximately 32,534 square foot portion of the Facility. The lease term is for 5 years and 2 months and is scheduled to expire on April 30, 2025. The base rent payable under the Facility Lease is $ 32,534 per month initially and is subject to periodic increases up to a maximum of approximately $ 54,000 per month. Tenant will pay approximately 79 % of common operating expresses. The Facility Lease has other customary provisions, including provisions relating to default and usage restrictions. The Facility Lease grants to Tenant a right to extend the lease for one additional 60 -month period at market rental value. 2016 Purchase Agreement On March 10, 2016, the Company entered into a Securities Purchase Agreement (the “2016 Purchase Agreement”) with Liquidmetal Technology Limited, a Hong Kong company (the “Investor”), which is controlled by the Company’s Chairman, Professor Li. The 2016 Purchase Agreement provided for the purchase by the Investor of a total of 405,000,000 shares of the Company’s common stock for an aggregate purchase price of $ 63,400 . 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. 54 Table of Contents Eontec License Agreement On March 10, 2016, in connection with the 2016 Purchase Agreement, the Company and DongGuan Eontec Co., Ltd., a Hong Kong corporation (“Eontec”), entered into a Parallel License Agreement (the “License Agreement”) pursuant to which the Company and Eontec agreed to cross-license their respective technologies. The Company’s Chairman, Professor Li, is also the Chairman of Eontec. The License Agreement provides for the cross-license of certain patents, technical information, and trademarks between the Company and Eontec. In particular, the Company granted to Eontec a paid-up, royalty-free, perpetual license to the Company’s patents and related technical information to make, have made, use, offer to sell, sell, export, and import products in certain geographic areas outside of North America and Europe. In turn, Eontec granted to the Company a paid-up, royalty-free, perpetual license to Eontec’s patents and related technical information to make, have made, use, offer to sell, sell, export, and import products in certain geographic areas outside of specified countries in Asia. The license granted by the Company to Eontec is exclusive (including to the exclusion of the Company) in the countries of Brunei, Cambodia, China (P.R.C and R.O.C.), East Timor, Indonesia, Japan, Laos, Malaysia, Myanmar, Philippines, Singapore, South Korea, Thailand, and Vietnam. The license granted by Eontec to the Company is exclusive (including to the exclusion of Eontec) in North America and Europe. The cross-licenses are non-exclusive in geographic areas outside of the foregoing exclusive territories. 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 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 Company has also licensed to Eutectix various patents and technical information related to the Company’s proprietary technology. The Agreement expired in January 2025. Apple License Transaction On August 5, 2010, the Company entered into a license transaction with Apple Inc. (“Apple”) pursuant to which (i) the Company contributed substantially all of its intellectual property assets to a newly organized special-purpose, wholly-owned subsidiary, called Crucible Intellectual Property, LLC (“CIP”), (ii) CIP granted to Apple a perpetual, worldwide, exclusive license to commercialize such intellectual property in the field of consumer electronic products, as defined in the license agreement, in exchange for a one -time, upfront license fee, and (iii) CIP granted back to the Company a perpetual, worldwide, fully-paid, exclusive license to commercialize such intellectual property in all other fields of use. Under the agreements relating to the license transaction with Apple, the Company was obligated to contribute, to CIP, all intellectual property developed through February 2016. The Company is also obligated to maintain certain limited liability company formalities with respect to CIP at all times after the closing of the license transaction. Liquidmetal Golf Sublicense Agreement Liquidmetal Golf Inc. (“Liquidmetal Golf” or “LMG”) is a majority-owned subsidiary which has the exclusive right and license to utilize our Liquidmetal alloy technology for purposes of golf equipment applications. This right and license is set forth in an intercompany license agreement dated January 1, 2002 between Liquidmetal Technologies and Liquidmetal Golf. This license agreement provides that Liquidmetal Golf has a perpetual and exclusive license to use Liquidmetal alloy technology for the purpose of manufacturing, marketing, and selling golf club components and other products used in the sport of golf. The Company owns 79 % of the outstanding common stock in Liquidmetal Golf. On January 13, 2022, Liquidmetal Golf entered into a sublicense agreement (“LMG Sublicense Agreement”) with Amorphous Technologies Japan, Inc. (“ATJ”), a newly formed Japanese entity that was established by Twins Corporation, a sporting goods company operating in Japan. 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 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 In March 2009, the Company entered into a license agreement with Swatch Group, Ltd. (“Swatch”) under which Swatch was granted a non-exclusive license to the Company’s technology to produce and market watches and certain other luxury products. In March 2011, this license agreement was amended to grant Swatch exclusive rights as to watches as against all third parties (including the Company), but non-exclusive as to Apple. The Company will receive royalty payments over the life of the contract on all Liquidmetal products produced and sold by Swatch. The license agreement with Swatch will expire on the expiration date of the last licensed patent. 55 Table of Contents 4. INVESTMENTS IN DEBT SECURITIES The following table sets forth amortized cost and fair value of investments in debt securities (short-term and long-term): Amortized Cost Fair Value December 31, December 31, Longest Maturity Date 2024 2023 2024 2023 U.S. government and agency securities 2029 $ 13,415 $ 9,733 $ 13,489 $ 9,838 Corporate bonds 2031 $ 2,820 $ 4,605 $ 2,841 $ 4,552 $ 16,235 $ 14,338 $ 16,330 $ 14,390 Income from these investments totaled $ 1,136 and $ 616 during the years ended December 31, 2024 and 2023, respectively, and was included as a portion of interest and investment income on the Company’s consolidated statements of operations. Based on the Company’s review of its debt securities in an unrealized loss position at December 31, 2024, it determined that the losses were primarily the result of current economic factors, impacting all global debt and equity markets, that are the result of the global COVID- 19 pandemic. The impact to the Company’s investment portfolio is considered to be temporary, rather than a deterioration of overall credit quality. The Company does not intend to sell and it is not more likely than not that the Company will be required to sell these securities prior to recovering their amortized cost. 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, 2024 2023 Investment in debt securities – beginning balance $ 14,390 $ 22,081 Purchases 20,233 11,340 Sales at cost ( 18,356 ) ( 19,088 ) Realized gain from sale of investment in debt securities 266 330 Interest and dividend income 870 286 Unrealized gain 107 190 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 56 Table of Contents 5. TRADE ACCOUNTS RECEIVABLE Trade accounts receivable were comprised of the following: 2024 2023 Accounts receivables $ 89 $ 186 AR Allowance - - Total $ 89 $ 186 During the year ended December 31, 2024 and 2023, there was no allowance for doubtful accounts. 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: December 31, 2024 2023 Prepaid service invoices $ 85 $ 109 Prepaid insurance premiums 208 233 Prepaid lease costs and receivables- short term 64 22 Interest and other receivables 137 86 Total $ 494 $ 450 7. INVENTORIES Inventories consisted of the following: December 31, 2024 2023 Work in progress $ - $ 25 Finished goods $ 70 - Total $ 70 $ 25 8. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2024 2023 Land, building, and improvements $ 9,610 $ 9,610 Machinery and equipment 1,304 1,304 Computer equipment 272 272 Office equipment, furnishings, and improvements 51 51 Total 11,237 11,237 Accumulated depreciation ( 3,880 ) ( 3,569 ) Total $ 7,357 $ 7,668 Depreciation expense for the years ended December 31, 2024 and 2023 was $ 310 and $ 310 , respectively, and is included in selling, marketing, general and administrative expenses. 57 Table of Contents 9. PATENTS AND TRADEMARKS, NET Patents and trademarks consist of the following: December 31, 2024 2023 Purchased and licensed patent rights $ 566 $ 566 Internally developed patents 1,686 1,686 Trademarks 148 148 Total 2,400 2,400 Accumulated depreciation ( 2,365 ) ( 2,348 ) Total $ 35 $ 52 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: December 31, Aggregate Amortization Expense 2025 $ 14 2026 21 $ 35 The weighted average years of amortization are as follows: (in years) December 31, 2024 2023 Purchased and licensed patent rights 17 17 Internally developed patents 17 17 Trademarks 10 10 Purchased patent rights represent the exclusive right to commercialize the bulk amorphous alloy and other amorphous alloy technology acquired from California Institute of Technology (“Caltech”), through a license agreement with Caltech and other institutions. All fees and other amounts payable by the Company for these rights and licenses have been paid or accrued in full, and no further royalties, license fees or other amounts will be payable in the future under the license agreements. In addition to the purchased and licensed patents, the Company has capitalized legal and registration costs incurred to obtain and maintain the respective patents. The Company currently holds various patents and numerous pending patent applications in the United States, as well as numerous foreign counterparts to these patents outside of the United States. 10. OTHER ASSETS Other assets consisted of the following: December 31, 2024 2023 Utility deposits $ 14 $ 14 Prepaid lease costs and receivables- long term - 209 Total $ 14 $ 223 58 Table of Contents 11. ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, 2024 2023 Accrued payroll, vacation, and bonuses $ 151 $ 138 Accrued audit fees 54 106 205 244 12. 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. The Company is in the process of researching and resolving the balances for settlement and/or escheatment in accordance with applicable state law. 13. STOCK COMPENSATION PLAN 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. 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. A total of 40,000,000 shares of the Company’s common stock are available for issuance under the 2015 Plan. All options granted under the 2015 Plan had exercise prices that were equal to the fair market value on the dates of grant. On July 7, 2021, the Company granted Mr. 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. 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. Under ASC 718, the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant-date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award. The Company recorded $ 144 and $ 113 for the years ended December 31, 2024 and 2023, respectively, of non-cash charges for stock compensation related to amortization of the fair value of restricted stock and unvested stock options. The total compensation costs related to non-vested awards not yet recognized were $ 259 and $ 61 for the years ended December 31, 2024 and 2023, respectively. Expected volatilities are based on historical volatility expected over the expected life of the options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected forfeiture rates are determined based on historical forfeitures over a five -year period. The risk-free rate used for the period within the expected life of the options is based on U.S. Treasury rates in effect at the time of grant. 59 Table of Contents The following table summarizes the Company’s stock option transactions: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Options outstanding at December 31, 2022 21,459,451 $ 0.11 Granted - - Exercised - - Forfeited - - Expired ( 3,933,117 ) 0.08 Options outstanding at December 31, 2023 17,526,334 $ 0.11 5.14 $ - Granted 9,250,000 0.05 Exercised - - Forfeited - - Expired ( 191,667 ) 0.14 Options outstanding at December 31, 2024 26,584,667 $ 0.09 5.94 $ - Options exercisable at December 31, 2024 17,056,875 $ 0.11 4.26 $ - Options unvested at December 31, 2024 9,527,792 $ 0.05 8.94 $ - Options vested or expected to vest at December 31, 2024 17,056,875 $ 0.11 4.26 $ - The following table provides supplemental data on stock options: Years Ended December 31, 2024 2023 Weighted average grant date fair value per option granted $ 0.03 $ - Fair value of options vested 70 31 Cash from participants to exercise stock options - - Intrinsic value of options exercised - - The following table summarizes the Company’s stock options outstanding and exercisable by ranges of option prices as of December 31, 2024 and 2023: December 31, 2024 Options Outstanding Options Exercisable Range of Exercise Prices Numbers of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Numbers of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.05 - $0.08 17,497,500 7.68 $ 0.06 8,247,500 5.97 $ 0.07 $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 Total : 26,584,667 17,056,875 60 Table of Contents December 31, 2023 Options Outstanding Options Exercisable Range of Exercise Prices Numbers of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Numbers of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.07 - $0.12 12,557,500 6.15 $ 0.08 10,846,303 6.48 $ 0.08 $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 Total : 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. 15. 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. Amounts recorded to lease income are comprised of base rents and direct facility expenses, recorded on a straight-line basis over the lease term. Reimbursements for common area maintenance and utility expense are recorded as reductions to like expenses within sales, general, and administrative costs. The future minimum rents due to the Company under the Facility Lease are as follows: Year Base Rents 2025 237 2026 - 2027 - 2028 - 2029 - $ 237 16. INCOME TAXES Significant components of deferred tax assets are as follows: Years Ended December 31, 2024 2023 Loss carry forwards $ 41,551 $ 41,242 NQSO 2,353 2,313 Tax credits and other ( 12 ) 2 Total deferred tax asset $ 43,557 Valuation allowance ( 43,892 ) ( 43,557 ) Total deferred tax asset, net $ - $ - 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. 61 Table of Contents The following table accounts for the differences between the expected federal tax benefit (based on the statutory 2024 and 2023 U.S. federal income tax rate of 21% ) and the actual tax provision: Years Ended December 31, 2024 2023 Expected federal tax benefit - 21.0 % - 21.0 % Permanent items 0.0 % 0.9 % Net operating loss utilized or expired 0.0 % 0.0 % Increase in valuation allowance and others 21.0 % 20.1 % Effective tax rate 0 % 0 % As of December 31, 2024, the Company had approximately $ 151,162 of NOL carryforwards for U.S. federal income tax purposes expiring in 2024 through 2043. As of December 31, 2024, the Company had approximately $ 112,437 of NOL carryforwards for California income tax purposes expiring in 2024 through 2044. The Company and Liquidmetal Golf, Inc. file on a separate company basis for federal income tax purposes. Accordingly, the federal NOL carryforwards of one legal entity are not available to offset federal taxable income of the other. Liquidmetal Golf, Inc. had approximately $ 984 in federal NOL carryforwards, expiring in 2024 through 2041. We recognize excess tax benefits associated with the exercise of stock options directly to shareholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for NOL carryforwards resulting from excess tax benefits. As of December 31, 2024, deferred tax assets do not include approximately $ 75 of these tax effected excess tax benefits from employee stock option exercise that are a component of our NOL carryforwards. Accordingly, additional paid-in capital will increase up to an additional $ 75 if and when such excess tax benefits are realized. As of December 31, 2024, the Company had approximately $ 553 of Research & Development (“R&D”) credit carryforwards for U.S. federal income tax purposes expiring in 2024 through 2033. In addition, the Company has California R&D credit carryforwards of approximately $ 243 , which do not expire under current California law. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. As a result of the completion of the complex analysis required by the IRC to determine if an ownership change has occurred, the Company has determined that its annual NOL carryforward limitation under Section 382 of the IRC is $ 764 per year. The ability to realize the tax benefits associated with deferred tax assets, which includes benefits related to NOL’s, is principally dependent upon the Company’s ability to generate future taxable income from operations. The Company has provided a full valuation allowance for its net deferred tax assets due to the Company’s net operating losses. The Company adopted the provisions of FASB ASC Topic 470 – Income Taxes. At the adoption date and as of December 31, 2020, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense which were $ 0 for the years ended December 31, 2024 and 2023. As of December 31, 2024, the tax years 2017 through 2024, and 2016 through 2024 are subject to examination by the federal and California taxing authorities, respectively. 17. Accumulated Other Comprehensive Income ( “ AOCI ” ): The following table presents a summary of the changes in each component of AOCI for the years ended December 31, 2024 and 2023: Unrealized gains on available-for- sale securities Accumulated other comprehensive income, net of tax, as of December 31, 2022 $ ( 296 ) Other comprehensive – unrealized gain on investments 486 Accumulated other comprehensive income, net of tax, as of December 31, 2023 190 Other comprehensive – unrealized loss on investments ( 83 ) Accumulated other comprehensive loss, net of tax, as of December 31, 2024 $ 107 62 Table of Contents 18. Loss Per Common Share Basic earnings per share (“EPS”) is computed by dividing earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution of securities that could share in the earnings. Options to purchase 26,584,667 shares of common stock at prices ranging from $ 0.07 to $ 0.38 per share were outstanding at December 31, 2024, but were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss. Options to purchase 17,526,334 shares of common stock at prices ranging from $ 0.07 to $ 0.38 per share were outstanding at December 31, 2023, but were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss. Warrants to purchase 10,066,809 shares of common stock, priced at $ 0.07 per share, outstanding at each of December 31, 2024 and 2023 were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss. 19. Related Party Transactions On March 10, 2016, the Company entered into the 2016 Purchase Agreement with Liquidmetal Technology Limited, providing for the purchase of 405,000,000 shares of the Company’s common stock for an aggregate purchase price of $ 63,400 . Liquidmetal Technology Limited was a newly formed company owned by Professor Li. In connection with the 2016 Purchase Agreement and also on March 10, 2016, the Company and Eontec, entered into a license agreement pursuant to which the Company and Eontec entered into a cross-license of their respective technologies. Eontec is a publicly held Hong Kong corporation of which Professor Li is the Chairman. Eontec is also an affiliate of Yihao. Yihao is currently the Company’s primary contract manufacturer. As of December 31, 2024, Professor Li is a greater-than 5 % beneficial owner of the Company and serves as the Company’s Chairman. Equipment and services procured from Eontec, and their affiliates, were $ 612 and $ 301 during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Company has outstanding payables to Eontec, and their affiliates of $ 70 and $ 30 , respectively. On May 10, 2022, Mr. Abdi Mahamedi resigned as a director of the Company. In connection with Mr. Mahamedi’s resignation, the Board of Directors of the Company approved an amendment to Mr. Mahamedi’s previously granted options to purchase an aggregate of 1,870,000 shares of Company common stock to provide for the extension of the exercise period of the options through May 10, 2025. Upon Mr. Mahamedi’s resignation as a director, the Company entered into a Consulting Agreement, dated May 10, 2022, with Rosewood LLC pursuant to which Mr. Mahamedi as the owner of Rosewood LLC will assess and present business opportunities for the licensing and sublicensing of the Company’s technology. Mr. Mahamedi will also provide business development services and perform other special projects as requested by the Company. The Consulting Agreement has a term of 5 years, subject to the right of the Company or Mr. Mahamedi to terminate the agreement at any time after December 1, 2022 and subject to certain other early-termination rights. As sole consideration for the Consulting Agreement, the Company granted to Mr. Mahamedi an option to purchase up to 2.0 million shares of Company common stock at an exercise price of the closing market price of the Company’s common stock on May 10, 2022 that will vest 33 % on the first anniversary of the grant date and the remainder vesting monthly over the ensuing two years, provided that Mr. Mahamedi continues to be engaged as a consultant on each such vesting date. The options have a term of 5 years. 20. Subsequent Events The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure. 63