LIQUIDMETAL TECHNOLOGIES INC

S-11 lqmt20241121_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on November 22, 2024

Registration No. 333- _________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

20321 Valencia Circle

Lake Forest, CA 92630

(949) 635-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive

offices)

Tony Chung

Chief Executive Officer

Liquidmetal Technologies, Inc.

20321 Valencia Circle

Lake Forest, CA 92630

Phone: (949) 635-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Curt P. Creely, Esq.

Foley & Lardner LLP

100 North Tampa Street, Suite 2700

Tampa, Florida 33602

(813) 229-2300

(813) 221-4210-Fax

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by the selling stockholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2024

PROSPECTUS

LIQUIDMETAL TECHNOLOGIES, INC.

417,326,959 Shares

Common Stock

This prospectus relates to the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 417,326,959 shares of our common stock, $0.001 par value per share (the “Resale Shares”), consisting of (i) up to 10,066,809 Resale Shares issuable upon exercise of a warrant to purchase shares of our common stock issued by us to a selling stockholder pursuant to a Securities Purchase Agreement, dated March 10, 2016, between us and Liquidmetal Technology Limited, a Hong Kong company, (ii) up to 900,000 Resale Shares issuable upon exercise of stock options granted under our 2015 Equity Incentive Plan to a selling stockholder, (iii) up to 1,360,150 Resale Shares acquired by a selling stockholder in open market transactions, and (iv) up to 405,000,000 Resale Shares acquired by certain of the selling stockholders in privately negotiated transactions with a current stockholder.

We are registering the Resale Shares for resale by the selling stockholders or their transferees, pledgees, donees or assigns or other successors in interest. The selling stockholders may sell any, all or none of the Resale Shares offered by this prospectus, and we do not know when or in what amount the selling stockholders may sell their Resale Shares hereunder following the effective date of this registration statement. We provide more information about how a selling stockholder may sell its Resale Shares in the section titled “PLAN OF DISTRIBUTION” on page 12 of this prospectus.

The prices at which the selling stockholders may sell the Resale Shares will be determined by the prevailing market price for shares of our common stock or in privately negotiated transactions. We are not selling any shares of common stock under this prospectus, and we will not receive any proceeds from the sale of the Resale Shares by the selling stockholders. The Company will bear all costs relating to the registration of the Resale Shares, other than any selling stockholder’s legal or accounting costs or commissions.

Our common stock trades on The OTCQB under the symbol “LQMT.” On November 21, 2024, the last reported sale price of our common stock was $0.0453 per share.

Investing in our common stock involves a high degree of risk. Before purchasing any of the shares covered by this prospectus, carefully read and consider the risk factors in the section entitled“RISK FACTORS”** beginning on page 5.**

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________.