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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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The scope of business of the Joint Venture Company will be the development, manufacturing, marketing, and sale of metal materials and parts made therefrom and equipment for the manufacture thereof, as well as related business activities and services, all as more particularly described in the Shareholders Agreement. The scope of business is nonexclusive as to the parties to the Joint Venture Agreement, as the parties will not be limited to conducting such business activities outside of the Joint Venture Company.
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The Joint Venture Company will be owned 70% by Liquidmetal Asia and 30% by Mr. Liu (collectively, the “Shareholders”). The Shareholders Agreement provides that neither Shareholder is permitted to transfer its or his interest in the Joint Venture Company to a third party without the consent of the other Shareholder and subject to the other Shareholder’s preemptive right to purchase that transferred interest upon the same terms as the proposed third-party transfer.
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The Joint Venture Company will be capitalized with $6.0 million USD of initial capital, of which $4.2 million has been contributed by Liquidmetal Asia, and $1.8 million will be contributed by Mr. Liu on or before May 25, 2028. Liquidmetal Asia’s capital contribution was funded through a capital contribution by the Company. The Shareholders Agreement provides that the Board (as defined below) may make additional capital calls in the future if the Joint Venture Company needs additional capital, as determined by the Board.
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The business of the Joint Venture will be managed by a board of directors (the “Board”) comprised of three directors, two of whom are appointed by Liquidmetal Asia and one of whom is appointed by Mr. Liu. Each director is appointed for a term of three years and may serve consecutive terms, as determined by the appointing Shareholder. A director selected by Liquidmetal Asia will serve as the chair of the Board. The Board will appoint a General Manager, a Chief Financial Officer, and such other managers as are determined by the Board to manage the day-to-day operations of the Joint Venture Company. The Joint Venture Company will initially be led by the Company’s Chairman, Professor Lugee Li.
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The Joint Venture Company and Shareholders Agreement will have an initial term of fifty years, provided that either Shareholder may terminate the Shareholders Agreement and Joint Venture Company earlier under certain circumstances, including if the Joint Venture Company experiences a net loss for three consecutive years or if the other Shareholder attempts to assign its interest in the Joint Venture Company in violation of the terms of the agreement. The Shareholders Agreement and Joint Venture Company may also be terminated early upon mutual agreement of the Shareholders.
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The Shareholders Agreement contains provisions granting to each Shareholder the right to purchase the other Shareholder’s interest in the Joint Venture Company for an amount equal to the fair market value of such interest in the case of an “event of default”, which includes an uncured material breach of the Shareholders Agreement by the other Shareholder, a violation of law by the other Shareholder, or if the other Shareholder’s interest in the Joint Venture Company is seized or subject to foreclosure.
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In addition to the foregoing, the Shareholders Agreement contains other terms, provisions, covenants, and representations, and warranties that are customary in a joint venture transaction of such type.
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10.1
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99.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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LIQUIDMETAL TECHNOLOGIES, INC.
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By: /s/ Tony Chung
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Tony Chung,
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Chief Executive Officer
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(Principal Executive Officer)
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Date: July 10, 2025
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