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Note 3 - Significant Transactions
6 Months Ended
Jun. 30, 2018
Notes to Financial Statements  
Significant Transactions [Text Block]
3
.
Significant Transactions
 
Manufacturing Facility Purchase
 
On
February 16, 2017,
the Company purchased a
41,000
square foot manufacturing facility located in Lake Forest, CA, where operations commenced during
July 2017.
The purchase price for the property was
$7,818.
 
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 and CEO, Professor Lugee Li (“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.
 
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 (with respect to which the right to purchase
2,609,913
of the warrant shares vested on
March 10, 2016
and the right to purchase 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.
 
Further, the
2016
Purchase Agreement provided that the Investor would have the right to designate
three
members of the Company’s board of directors, with
one
such member serving as Chairman. The
2016
Purchase Agreement also provided that, with certain limited exceptions, if the Company issues any shares of common stock at any time through the
fifth
anniversary of the
2016
Purchase Agreement, the Investor will have a preemptive right to subscribe for and to purchase at the same price per share (or at market price, in the case of issuance of shares pursuant to stock options) the number of shares necessary to maintain its ownership percentage of Company-issued shares of common stock.
 
Eontec License Agreement
 
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 and CEO, Professor Li, is also a major shareholder and 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.
 
Beyond the License Agreement, the Company collaborates with Eontec to accelerate the commercialization of amorphous alloy technology. This includes but is
not
limited to developing technologies to reduce the cost of amorphous alloys, working on die cast machine technology platforms to pursue broader markets, sharing knowledge to broaden our intellectual property portfolio, and utilizing Eontec’s volume production capabilities as a
third
party contract manufacturer.
 
During
March 2017,
the Company signed contracts with Eontec to purchase
two
hot-crucible amorphous metal molding machines (“Machines”) at a total purchase price of
$780.
The Machines were delivered to the Company’s new manufacturing facility located in Lake Forest, CA in
April 2017
and were operational during the
fourth
quarter of
2017.
 
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, fully-paid, exclusive license to commercialize such intellectual property in the field of consumer electronic products, as defined in the license agreement, in exchange for a 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.
 
Other License Transactions
 
On
January 31, 2012,
the Company entered into a Supply and License Agreement for a
five
year term with Engel Austria Gmbh (“Engel”) whereby Engel was granted a non-exclusive license to manufacture and sell injection molding machines to the Company’s licensees. Since that time, the Company and Engel have agreed on an injection molding machine configuration that can be commercially supplied and supported by Engel.  On
December 6, 2013,
the companies entered into an Exclusivity Agreement for a
10
year term whereby the Company agreed, with certain exceptions and limitations, that the Company and its licensees would purchase amorphous alloy injection molding machines exclusively from Engel in exchange for certain royalties to be paid by Engel to the Company based on a percentage of the net sales price of such injection molding machines.
 
The Company’s majority-owned Liquidmetal Golf subsidiary has the exclusive right and license to utilize the Company’s Liquidmetal alloy technology for purposes of golf equipment applications. This right and license is set forth in an intercompany license agreement 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 parts and other products used in the sport of golf. The Company owns
79%
of the outstanding common stock of Liquidmetal Golf.
 
In
June 2003,
the Company entered into an exclusive license agreement with LLPG, Inc. (“LLPG”).  Under the terms of the agreement, LLPG has the exclusive right to commercialize Liquidmetal alloys, particularly precious-metal based compositions, in jewelry and high-end luxury product markets.  The Company, in turn, will receive royalty payments over the life of the contract on all Liquidmetal products produced and sold by LLPG. The exclusive license agreement with LLPG expires on
December 31, 2021.
 
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, but non-exclusive as to Apple, and the Company’s license agreement with LLPG was simultaneously amended to exclude watches from LLPG’s rights. 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.