UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | Emerging growth company | |
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Securities registered pursuant to Section 12(b) of the Exchange Act: None
The number of common shares outstanding as of November 12, 2026 was
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of Liquidmetal Technologies, Inc. contains “forward-looking statements” that may state our management’s plans, future events, objectives, current expectations, estimates, forecasts, assumptions or projections about the company and its business. Any statement in this report that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as “believes,” “estimates,” “projects,” “expects,” “intends,” “may,” “anticipates,” “plans,” “seeks,” and similar words or expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or results. These statements are not guarantees of future performance, and undue reliance should not be placed on these statements. It is important to note that our actual results could differ materially from what is expressed in our forward-looking statements due to the risk factors described in the section of our Annual Report on Form 10-K for the year ended December 31, 2025 entitled “Risk Factors,” as well as the following risks and uncertainties:
| ● |
Our history of operating losses and the uncertainty surrounding our ability to achieve or sustain profitability; |
| ● |
Our limited history of developing and selling products made from our bulk amorphous alloys; |
| ● |
Challenges associated with having products manufactured from our alloys and the use of third parties for manufacturing; |
| ● |
Our limited history of licensing our technology to third parties; |
| ● |
Lengthy customer adoption cycles and unpredictable customer adoption practices; |
| ● |
Our ability to identify, develop, and commercialize new product applications for our technology; |
| ● |
Competition from current suppliers of incumbent materials or producers of competing products; |
| ● |
Our ability to identify, consummate, and/or integrate strategic partnerships; |
| ● |
The potential for manufacturing problems or delays; |
| ● |
Potential difficulties associated with protecting or expanding our intellectual property position |
We undertake no obligation, other than as required by applicable law, to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
FINANCIAL INFORMATION
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
($ in thousands, except par value and share data)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments in debt securities- short term | ||||||||
| Trade accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Investments in debt securities- long term | ||||||||
| Property and equipment, net | ||||||||
| Patents and trademarks, net | ||||||||
| Other assets | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Other current liabilities | ||||||||
| Operating lease liability — current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability — noncurrent | ||||||||
| Total liabilities | ||||||||
| Commitment and Contingencies | - | - | ||||||
| Stockholders' equity: | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | ||||||||
| Warrants | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Non-controlling interest in subsidiary | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except share and per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue: | ||||||||||||||||
| Products | $ | $ | $ | $ | ||||||||||||
| Licensing and royalties | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, marketing, general and administrative | ||||||||||||||||
| Loss on disposal of property and equipment | ||||||||||||||||
| Research and development | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Lease income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Investment income | ||||||||||||||||
| Other income | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest | ||||||||||||||||
| Net loss attributable to Liquidmetal Technologies stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Per common share basic and diluted: | ||||||||||||||||
| Net loss per common share attributable to Liquidmetal Technologies stockholders, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Number of weighted average shares - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
($ in thousands, except share and per share data)
(unaudited)
| Warrants | Accumulated | |||||||||||||||||||||||||||||||
| part of | Additional | other | Non- | |||||||||||||||||||||||||||||
| Common Stock | Additional | Paid-in | Accumulated | comprehensive | controlling | |||||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Capital | Deficit | income | Interest | Total | |||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock option exercises | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Other comprehensive gain | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Warrants | Accumulated | |||||||||||||||||||||||||||||||
| part of | Additional | other | Non- | |||||||||||||||||||||||||||||
| Common Stock | Additional | Paid-in | Accumulated | comprehensive | controlling | |||||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Capital | Deficit | income | Interest | Total | |||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock option exercises | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Other comprehensive gain | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
($ in thousands, except share and per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||
| Net unrealized gains (losses) on available-for-sale securities | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Gain on foreign currency translation | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ) | ||||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Comprehensive loss attributable to noncontrolling interests | ||||||||||||||||
| Comprehensive loss attributable to Liquidmetal Technologies stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands, except per share data)
(unaudited)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Gain on sale of equipment | ( | ) | ||||||
| Realized investment gain, net | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Trade accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets and liabilities | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing Activities: | ||||||||
| Purchases of debt securities | ( | ) | ( | ) | ||||
| Proceeds from sales of debt securities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of equipment | ||||||||
| Net cash provided by investing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2026 and 2025
(numbers in thousands, except percentages, share and per share data)
(unaudited)
1. DESCRIPTION OF BUSINESS
Liquidmetal Technologies, Inc. (the “Company”) is a materials technology and manufacturing company focused on the development and commercialization of products made from proprietary amorphous alloys and/or utilizing proprietary amorphous alloy manufacturing technologies. In addition to developing the Company’s manufacturing facility through our subsidiary in China, the Company works with third-party manufacturing and commercial partners to develop and commercial products made from proprietary amorphous alloys.
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, robotic components, 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. BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
The accompanying unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2026. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026.
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 available-for-sale debt securities in an unrealized loss position at each reporting date to determine whether a credit loss exists. If the Company intends to sell a security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the security’s amortized cost basis is written down to fair value through earnings. Otherwise, any credit-related impairment is recognized through an allowance for credit losses, limited to the amount by which the amortized cost basis exceeds fair value, with any remaining unrealized loss recognized in other comprehensive income. Based on this assessment, the Company did not recognize an allowance for credit losses on its available-for-sale debt securities for the nine months ended September 30, 2026 and 2025.
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 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 September 30, 2026, 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) | $ | $ | $ | $ | ||||||||||||
| Investments in debt securities (long-term) | $ | $ | $ | $ | ||||||||||||
As of December 31, 2025, 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) | $ | $ | $ | $ | ||||||||||||
| Investments in debt securities (long-term) | $ | $ | $ | $ | ||||||||||||
Operating Leases
The Company adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842”) which requires the recognition of the right-of-use assets and relating operating and finance lease liabilities on the balance sheet. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense.
Foreign Currency Translation
The Company has operations in China. The Company's foreign subsidiaries maintain their accounting records in their respective local currencies, which are their functional currencies. For consolidation purposes, assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the reporting period. Translation adjustments resulting from the consolidation of foreign operations are recorded in accumulated other comprehensive income (loss), a component of stockholders' equity.
Reclassifications
Certain amounts in the prior period consolidated statements of cash flows have been reclassified to conform to the current period presentation. For the nine months ended September 30, 2025, the reclassification resulted in a $
Other Recent Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments enhance reportable segment disclosure requirements, primarily through additional disclosures regarding significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit or loss. The amendments also enhance interim disclosure requirements and apply to entities with a single reportable segment.
The Company adopted ASU 2023-07 for annual periods beginning January 1, 2024, and interim periods beginning January 1, 2025. The adoption did not impact the Company's consolidated financial position, results of operations, or cash flows but resulted in additional segment disclosures. See Note 18 – Segment Information.
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
Hangzhou Feifeng Liquidmetal Co., Ltd. Joint Venture
On July 4, 2025, Liquidmetal Asia Holdings Limited (“Liquidmetal Asia”), a Hong Kong based, wholly owned subsidiary of the Company, entered into a stockholder’s agreement with Mr. Chong Liu, an individual investor to form a new joint venture company named Hangzhou Feifeng Liquidmetal Co. Ltd., a limited liability company formed under the Peoples Republic of China (the “Joint Venture Company”). The Joint Venture Company was formed for the principal purpose of developing a manufacturing facility in Hangzhou, China for the manufacture of amorphous metal products. The Joint Venture Company is owned
On July 4, 2025, we entered into a facility lease for approximately
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 an outsourced 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
On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company that owns the Facility, entered into a lease agreement pursuant to which the Company leased to MatterHackers, Inc., a Delaware corporation (“Tenant”), an approximately
On March 26, 2025, the Company entered into a new lease agreement (the “Facility Lease”) for a
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
In addition to the shares issuable under the 2016 Purchase Agreement, the Company issued to the Investor a warrant to acquire
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.
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
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 years and has been extended for another year term that provides for the payment of a running royalty to LMG of
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-to-expire licensed patent.
4. INVESTMENTS IN DEBT SECURITIES
The following table sets forth amortized cost fair value, and unrealized gains (losses) of investments in debt securities (short-term and long-term):
| Amortized Cost | Fair Value | ||||||||||||||||
| September 30, | December 31, | September 30, | December 31, | ||||||||||||||
| Longest Maturity Date | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| U.S. government and agency securities | 2029 | $ | $ | $ | $ | ||||||||||||
| Corporate bonds | 2031 | ||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
Income from these investments totaled $
Based on the Company’s review of its debt securities that are individually in an unrealized loss position at September 30, 2026, it was determined that the losses were primarily the result current economic factors, impacting all global debt and equity markets, that are the result of global macro events. The impact of the Company’s investment portfolio is considered to be temporary, rather than a deterioration of overall credit quality. As of September 30, 2026, all investments are current on their scheduled interest and dividend payments. The Company does not intend to sell and it is not likely that the Company will be required to sell these securities prior to recovering their amortized cost. Accordingly, the Company concluded that no allowance for credit losses was required on its available-for-sale debt securities as of September 30, 2026.
Investment in debt securities activities consisted of the following:
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Investment in debt securities – beginning balance | $ | $ | ||||||
| Purchases | ||||||||
| Sales at cost | ( | ) | ( | ) | ||||
| Realized gain from sale of investment in debt securities | ||||||||
| Interest and dividend income | ||||||||
| Unrealized gain | ( | ) | ||||||
| Professional management fees and other fees | ( | ) | ( | ) | ||||
| Withdrawals from debt securities | ( | ) | ( | ) | ||||
| Investment in debt securities – ending balance | ||||||||
| Less – current portion | ( | ) | ( | ) | ||||
| Investment in debt securities – non-current | $ | $ | ||||||
5. TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivables | $ | $ | ||||||
| AR allowance | ||||||||
| Total | $ | $ | ||||||
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid service invoices | $ | $ | ||||||
| Prepaid insurance premiums | ||||||||
| Prepaid lease costs and receivables- short term | ||||||||
| Interest and other receivables | ||||||||
| Total | $ | $ | ||||||
7. INVENTORIES
Inventories were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Total | $ | $ | ||||||
8. PROPERTY AND EQUIPMENT
Property and equipment were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Land, building, and improvements | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Computer equipment | ||||||||
| Office equipment, furnishings, and improvements | ||||||||
| Total | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense for three and nine months ended September 30, 2026, respectively, were $
During the nine months ended September 30, 2026, the Company disposed of equipment with a cost and accumulated depreciation of $
During the three months ended September 30, 2026, the Company disposed of leasehold improvements with an original cost of $
9. PATENTS AND TRADEMARKS, NET
Patents and trademarks were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Purchased and licensed patent rights | $ | $ | ||||||
| Internally developed patents | ||||||||
| Trademarks | ||||||||
| Total | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
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 agreement. In addition to the purchased and licensed patents, the Company has internally developed patents. Internally developed patents include legal and registration costs incurred to obtain 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.
The Company amortizes capitalized patents and trademarks over an average of
10. OTHER ASSETS
Other assets were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Equipment deposits | $ | $ | ||||||
| Lease deposits | ||||||||
| Utility deposits | ||||||||
| Total | $ | $ | ||||||
11. ACCRUED LIABILITIES
Accrued liabilities were comprised of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued payroll, vacation, and bonuses | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Other accrued liabilities | ||||||||
| $ | $ | |||||||
12. OTHER CURRENT LIABILITIES
Other current liabilities was $
13. STOCK COMPENSATION PLANS
On June 28, 2012, the Company adopted the 2012 Equity Incentive Plan (“2012 Plan”), with the approval of the stockholders, 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
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
During the nine months ended September 30, 2026, the Company completed two cashless exercises involving an aggregate of
In addition, the Company had outstanding non-qualified stock options to purchase
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.
Stock based compensation expense attributable to these plans was $
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.
14. 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 rental payments to the Company under the Facility Lease are as follows:
| Year | Base Rents | |||
| 2026 (remaining three months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
15. OPERATING LEASE
On July 4, 2025, the Company entered into a facility lease commencing on July 4, 2025 and expiring on July 3, 2028, for approximately
| For the nine months ended September 30, | 2026 | 2025 | ||||||
| Operating lease expense | $ | $ | ||||||
| Total lease expense | $ | $ | ||||||
In accordance with ASC 842, other information related to leases was as follows:
| For the nine months ended September 30, | 2026 | 2025 | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
As of September 30, 2026, the Company had
16. LOSS PER COMMON SHARE
Basic earnings per share (“EPS”) is computed by dividing earnings (loss) attributable to common stockholders 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
17. RELATED PARTY TRANSACTIONS
On March 10, 2016, the Company entered into the 2016 Purchase Agreement with Liquidmetal Technology Limited, providing for the purchase of
18. SEGMENT INFORMATION
The Company operates as operating segment and reportable segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. The Company's operations primarily consist of the sale of products and licensing of its technology.
The Company's Chief Executive Officer serves as the chief operating decision maker (“CODM”). The CODM evaluates the Company's operating performance and allocates resources based on consolidated net loss, as reported in the consolidated statements of operations. The CODM uses this measure to assess financial performance, monitor operating results, and make decisions regarding resource allocation.
The following table presents the Company's segment financial information, including significant segment expenses regularly provided to the CODM and included in the reported measure of segment net loss, for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Selling, marketing, general and administrative | ||||||||||||||||
| Loss on disposal of property and equipment | ||||||||||||||||
| Research and development | ||||||||||||||||
| Other segment items, net (income) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Other segment items, net, primarily consist of lease income, interest income, investment income, other miscellaneous income, partially offset by income tax expense, as applicable.
The Company's segment net loss are consistent with the corresponding consolidated amounts presented in the consolidated statements of operations.
The CODM reviews the Company's assets on a consolidated basis, consistent with the amounts presented in the consolidated balance sheets.
19. 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.
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report on Form 10-Q. All amounts described in this section are in thousands, except percentages, periods of time, and share and per share data.
This management’s discussion and analysis, as well as other sections of this report on Form 10-Q, may contain “forward-looking statements” that involve risks and uncertainties, including statements regarding our plans, future events, objectives, expectations, estimates, forecasts, assumptions or projections. Any statement that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as “believe,” “estimate,” “project,” “expect,” “intend,” “may,” “anticipate,” “plan,” “seek,” and similar expressions identify forward-looking statements. These statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or results, and undue reliance should not be placed on these statements. These risks and uncertainties include, but are not limited to, the matters discussed in Part II herein, under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other risks and uncertainties discussed in filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings).
Liquidmetal Technologies, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
We are a materials technology and manufacturing company focused on the development and commercialization of products made from proprietary amorphous alloys and/or utilizing proprietary amorphous alloy manufacturing technologies. In addition to developing our own manufacturing facility through our subsidiary in China, we work with third-party manufacturing and commercial partners to develop and commercial products made from our proprietary amorphous alloys.
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 we believe 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. We believe the alloys and the molding technologies we employ can 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. 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. We believe 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, we believe these advantages could enable the introduction of entirely new products and applications that are not possible or commercially viable with other materials.
Our revenues are derived from i) selling our bulk amorphous alloy custom products and parts for applications which include, but are not limited to, non-consumer electronic devices, robotic components, medical products, automotive components, and sports and leisure goods; ii) selling tooling and prototype parts such as demonstration parts and test samples for customers with products in development; and iii) product licensing and royalty revenue.
Our cost of sales consists primarily of the costs of manufacturing, which include raw alloy and direct labor costs. Selling, general, and administrative expenses currently consist primarily of salaries and related benefits, travel, consulting and professional fees, depreciation and amortization, insurance, office and administrative expenses, and other expenses related to our operations.
Research and development expenses represent salaries, related benefits expenses, consulting and contract services, expenses incurred for the design and testing of new processing methods, expenses for the development of sample and prototype products, and other expenses related to the research and development of Liquidmetal bulk alloys. Costs associated with research and development activities are expensed as incurred. We plan to enhance our competitive position by improving our existing technologies and developing advances in amorphous alloy technologies. We believe that our research and development efforts will focus on the discovery of new alloy compositions, the development of improved processing technology, and the identification of new applications for our alloys.
SIGNIFICANT TRANSACTIONS
Hangzhou Feifeng Liquidmetal Co., Ltd. Joint Venture
On July 4, 2025, Liquidmetal Asia Holdings Limited (“Liquidmetal Asia”), a Hong Kong incorporated wholly owned subsidiary, entered into a stockholders agreement with Mr. Chong Liu, an individual investor to form a new joint venture company named Hangzhou Feifeng Liquidmetal Co. Ltd., a limited liability company formed under the Peoples Republic of China (the “Joint Venture Company”). The Joint Venture Company was formed for the principal purpose of developing a manufacturing facility in Hangzhou, China for the manufacture of amorphous metal products. The Joint Venture Company is owned 70% by Liquidmetal Asia and 30% by Mr. Liu and has been 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.
On July 4, 2025, we entered into a facility lease for approximately 6,600 square meters of industrial space in Hangzhou, China to initiate manufacturing operations. However, on July 3, 2026, we terminated this facility lease and are in the process of relocating our manufacturing to an area that strategically aligns with our current manufacturing strategy. We paid a total of $149 for early termination fee in accordance with the termination agreement, and we have no further obligations under this facility lease.
Yihao Manufacturing Agreement
On January 12, 2022, Liquidmetal Technologies entered into a manufacturing agreement (“Manufacturing Agreement”) with Dongguan Yihao Metal Materials Technology Co. Ltd. (“Yihao”) to become an outsourced 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.
Liquidmetal Golf License
On January 13, 2022, our Liquidmetal Golf subsidiary 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 original term of three years and has been extended for an additional three year term that provides for the payment of a running royalty to LMG of 3% of the net sales price of licensed products.
Corporate Facility Purchase and Lease
On February 16, 2017, we purchased a 41,000 square foot facility (the “Facility”) located in Lake Forest, CA for $7,818.
On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and our wholly owned subsidiary that owns the Facility entered into a lease agreement pursuant to which we leased to MatterHackers, Inc., a Delaware corporation (“Tenant”), an approximately 32,534 square foot portion of the Facility. The lease term was for 5 years and 2 months and expired on April 30, 2025. The base rent payable under the lease was $33 per month initially and was subject to periodic increases up to a maximum of approximately $54 per month. Tenant paid approximately 79% of common operating expenses.
On March 26, 2025, we entered into a new lease agreement (the “Facility Lease”) for a 5 year term commencing on May 1, 2025 and expanded the leased square footage to 40,090 square feet. The base rent payable under the Facility Lease is $52 per month initially and is subject to periodic increases up to a maximum of approximately $58 per month. Tenant will pay approximately 98% of building operating expenses. The Facility Lease grants us or Tenant the right to terminate the Facility Lease after two and a half years into the lease term and has other customary provisions, including provisions relating to default and usage restrictions.
2016 Purchase Agreement
On March 10, 2016, we entered into a Securities Purchase Agreement (the “2016 Purchase Agreement”) with Liquidmetal Technology Limited, a Hong Kong company (the “Investor”), which is controlled by our Chairman, 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 our 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 September 30, 2026.
In addition to the shares issuable under the 2016 Purchase Agreement, we issued to the Investor a warrant to acquire 10,066,809 shares of common stock. The warrant expired on March 10, 2026.
Eontec License Agreement
On March 10, 2016, in connection with the 2016 Purchase Agreement, we entered into a Parallel License Agreement (the “License Agreement”) with DongGuan Eontec Co., Ltd., a Hong Kong corporation (“Eontec”) pursuant to which we each entered into a cross-license of our respective technologies. Our 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 us and Eontec. In particular, we granted to Eontec a paid-up, royalty-free, perpetual license to our 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 us 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 us to Eontec is exclusive (including to the exclusion of us) 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 us 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.
Apple License Transaction
On August 5, 2010, we entered into a license transaction with Apple pursuant to which (i) we contributed substantially all of our intellectual property assets to a newly organized special-purpose, wholly-owned subsidiary, 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 us 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, we were obligated to contribute to CIP all intellectual property that we developed through February 2016. We are also obligated to maintain certain limited liability company formalities with respect to CIP at all times after the closing of the license transaction.
Swatch Group License
In March 2009, we entered into a license agreement with Swatch Group, Ltd. (“Swatch”) under which Swatch was granted a non-exclusive license to our 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. We 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-to-expire licensed patent.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
We believe that the following accounting policies are the most critical to our consolidated financial statements since these policies require significant judgment or involve complex estimates that are important to the portrayal of our financial condition and operating results:
| • |
Revenue recognition |
|
| • |
Impairment of long-lived assets and definite-lived intangibles |
|
| • |
Deferred tax assets |
|
| • |
Share based compensation |
Our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) contains further discussions on our critical accounting policies and estimates.
RESULTS OF OPERATIONS
Comparison of the three months ended September 30, 2026 and 2025
| Three Months Ended September 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
Changes |
||||||||||||||||||||||
| Amount |
% of Revenue |
Amount |
% of Revenue |
Amount |
% of Change |
|||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||
| Products |
$ | 225 | 100.0 | % | $ | 28 | 75.7 | % | $ | 197 | 703.6 | % | ||||||||||||
| Licensing and royalties |
- | 0.0 | % | 9 | 24.3 | % | (9 | ) | -100.0 | % | ||||||||||||||
| Total revenue |
225 | 100.0 | % | 37 | 100.0 | % | 188 | 508.1 | % | |||||||||||||||
| Cost of sales |
190 | 84.4 | % | 17 | 45.9 | % | 173 | 1017.6 | % | |||||||||||||||
| Gross profit |
35 | 15.6 | % | 20 | 54.1 | % | 15 | 75.0 | % | |||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Selling, marketing, general and administrative |
981 | 436.0 | % | 961 | 2597.3 | % | 20 | 2.1 | % | |||||||||||||||
| Loss on disposal of property and equipment |
220 | 97.8 | % | - | 0.0 | % | 220 | N/M | ||||||||||||||||
| Research and development |
3 | 1.3 | % | 4 | 10.8 | % | (1 | ) | -25.0 | % | ||||||||||||||
| 1,204 | 535.1 | % | 965 | 2608.1 | % | 239 | 24.8 | % | ||||||||||||||||
| Operating loss |
(1,169 | ) | -519.6 | % | (945 | ) | -2554.1 | % | (224 | ) | 23.7 | % | ||||||||||||
| Other income: |
||||||||||||||||||||||||
| Lease income |
195 | 86.7 | % | 196 | 529.7 | % | (1 | ) | -0.5 | % | ||||||||||||||
| Interest income |
168 | 74.7 | % | 166 | 448.6 | % | 2 | 1.2 | % | |||||||||||||||
| Investment income |
39 | 17.3 | % | 25 | 67.6 | % | 14 | 56.0 | % | |||||||||||||||
| Other income |
- | 0.0 | % | 6 | 16.2 | % | (6 | ) | -100.0 | % | ||||||||||||||
| 402 | 178.7 | % | 393 | 1062.2 | % | 9 | 2.3 | % | ||||||||||||||||
| Loss before income taxes |
(767 | ) | -340.9 | % | (552 | ) | -1491.9 | % | (215 | ) | 38.9 | % | ||||||||||||
| Income taxes |
- | 0.0 | % | - | 0.0 | % | - | N/M | ||||||||||||||||
| Net loss |
(767 | ) | -340.9 | % | (552 | ) | -1491.9 | % | (215 | ) | 38.9 | % | ||||||||||||
| Net loss attributable to non-controlling interest |
- | 0.0 | % | - | 0.0 | % | - | N/M | ||||||||||||||||
| Net loss attributable to Liquidmetal Technologies stockholders |
$ | (767 | ) | -340.9 | % | $ | (552 | ) | -1491.9 | % | $ | (215 | ) | 38.9 | % | |||||||||
N/M — Not meaningful due to a zero prior-period balance.
Revenue and operating expenses
Revenue. Total revenue increased by $188 to $225 for the three months ended September 30, 2026 from $37 for the three months ended September 30, 2025. The increase was attributable to increase in product shipments primarily related to recurring customer orders and medical device orders.
Cost of Sales. Cost of sales was $190, or 84.4% of total revenue, for the three months ended September 30, 2026, as compared to $17, or 45.9% of total revenue, for the three months ended September 30, 2025. The increase in our cost of sales was primarily driven by higher costs of tariffs during Q3 2026 compared to Q3 2025. Once we are able to sustain and increase shipments of routine, commercial products and parts through our contract manufacturers, we expect our cost of sales percentages to decrease, stabilize, and be more predictable.
Gross Profit. Our gross profit increased by $15 from $20 for the three months ended September 30, 2025 to $35 for the three months ended September 30, 2026. Our gross margin percentage decreased from Q3 2025 to Q3 2026, primarily driven by higher costs of tariffs during Q3 2026 compared to Q3 2025. Our gross profit percentages have fluctuated and may continue to fluctuate based on production volumes and quoted production prices per unit and may not be representative of our future business. If we are able to sustain and increase shipments of routine, commercial products and parts through future orders to third party contract manufacturers, we expect our gross profit percentages to stabilize, increase, and be more predictable.
Selling, marketing, general, and administrative expenses. Selling, marketing, general, and administrative expenses increased by $20 to $981, or 436.0% of revenue, for the three months ended September 30, 2026 from $961, or 2,597.3% of revenue, for the three months ended September 30, 2025. The increase in expenses was primarily attributable to increase in payroll expenses and expenses related to our factory build out in China in the three months ended September 30, 2026 compared to three months ended September 30, 2025. Stock based compensation was $34 for the three months ended September 30, 2026 and $31 for the three months ended September 30, 2025.
Loss on disposal of property and equipment. Loss on disposal of property and equipment was $220, or 97.8% of revenue, and $0 for the three months ended September 30, 2026 and 2025, respectively. During the three months ended September 30, 2026, the Company disposed of leasehold improvements with an original cost of $293 and accumulated depreciation of $73, resulting in the recognition of a loss on disposal of leasehold improvements of $220.
Research and development expenses. Research and development expenses decreased to $3, or 1.3% of revenue, for the three months ended September 30, 2026, and $4, or 10.8% of revenue, for the three months ended September 30, 2025. This was primarily due to continuing efforts to perform research and development on new Liquidmetal alloys and related processing capabilities, albeit on a reduced basis.
We continue to invest in our technology infrastructure to expedite the adoption of our technology, but we have experienced long sales lead times for customer adoption of our technology. Until that time when we can either (i) increase our revenues with shipments of routine, commercial products and parts through third party contract manufacturers or (ii) obtain significant licensing revenues, we expect to continue to have operating losses for the foreseeable future.
Non-operational income and expenses
Lease income. Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $195 and $196 for the three months ended September 30, 2026 and 2025, respectively. The amounts remained relatively consistent between the comparable periods.
Interest income. Interest income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest income was $168 and $166 for the three months ended September 30, 2026 and 2025, respectively. The increase during the three months ended September 30, 2026 is primarily due to increased yields on bonds.
Investment income. Investment income relates to realized gains earned from our investments in debt securities for the respective periods. Investment income was $39 and $25 for the three months ended September 30, 2026 and 2025, respectively. The increase during the three months ended September 30, 2026 is primarily due to increased income from investing activities.
Net loss. Our net losses of $767 for the three months ended September 30, 2026 and $552 for the three months ended September 30, 2025 are primarily reflective of operating expenses associated with our on-going business as well as non-operational income, discussed above.
Comparison of the nine months ended September 30, 2026 and 2025
| Nine Months Ended September 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
Changes |
||||||||||||||||||||||
| Amount |
% of Revenue |
Amount |
% of Revenue |
Amount |
% of Change |
|||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||
| Products |
$ | 674 | 99.6 | % | $ | 599 | 98.5 | % | $ | 75 | 12.5 | % | ||||||||||||
| Licensing and royalties |
3 | 0.4 | % | 9 | 1.5 | % | (6 | ) | -66.7 | % | ||||||||||||||
| Total revenue |
677 | 100.0 | % | 608 | 100.0 | % | 69 | 11.3 | % | |||||||||||||||
| Cost of sales |
476 | 70.3 | % | 433 | 71.2 | % | 43 | 9.9 | % | |||||||||||||||
| Gross profit |
201 | 29.7 | % | 175 | 28.8 | % | 26 | 14.9 | % | |||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Selling, marketing, general and administrative |
3,463 | 511.5 | % | 2,862 | 470.7 | % | 601 | 21.0 | % | |||||||||||||||
| Loss on disposal of property and equipment |
220 | 32.5 | % | - | 0.0 | % | 220 | N/M | ||||||||||||||||
| Research and development |
10 | 1.5 | % | 11 | 1.8 | % | (1 | ) | -9.1 | % | ||||||||||||||
| 3,693 | 545.5 | % | 2,873 | 472.5 | % | 820 | 28.5 | % | ||||||||||||||||
| Operating loss |
(3,492 | ) | -515.8 | % | (2,698 | ) | -443.8 | % | (794 | ) | 29.4 | % | ||||||||||||
| Other income: |
||||||||||||||||||||||||
| Lease income |
587 | 86.7 | % | 445 | 73.2 | % | 142 | 31.9 | % | |||||||||||||||
| Interest income |
419 | 61.9 | % | 508 | 83.6 | % | (89 | ) | -17.5 | % | ||||||||||||||
| Investment income |
84 | 12.4 | % | 93 | 15.3 | % | (9 | ) | -9.7 | % | ||||||||||||||
| Other income |
30 | 4.4 | % | 8 | 1.3 | % | 22 | 275.0 | % | |||||||||||||||
| 1,120 | 165.4 | % | 1,054 | 173.4 | % | 66 | 6.3 | % | ||||||||||||||||
| Loss before income taxes |
(2,372 | ) | -350.4 | % | (1,644 | ) | -270.4 | % | (728 | ) | 44.3 | % | ||||||||||||
| Income taxes |
1 | 0.1 | % | 1 | 0.2 | % | - | 0.0 | % | |||||||||||||||
| Net loss |
(2,373 | ) | -350.5 | % | (1,645 | ) | -270.6 | % | (728 | ) | 44.3 | % | ||||||||||||
| Net loss attributable to non-controlling interest |
1 | 0.1 | % | 1 | 0.2 | % | - | 0.0 | % | |||||||||||||||
| Net loss attributable to Liquidmetal Technologies stockholders |
$ | (2,372 | ) | -350.4 | % | $ | (1,644 | ) | -270.4 | % | $ | (728 | ) | 44.3 | % | |||||||||
N/M — Not meaningful due to a zero prior-period balance.
Revenue and operating expenses
Revenue. Total revenue increased by $69 to $677 for the nine months ended September 30, 2026 from $608 for the nine months ended September 30, 2025. The increase was attributable to increase in product shipments primarily related to recurring customer orders and medical device orders.
Cost of Sales. Cost of sales was $476, or 70.3% of total revenue, for the nine months ended September 30, 2026, as compared to $433, or 71.2% of total revenue, for the nine months ended September 30, 2025. The increase in our cost of sales was primarily driven by higher tariffs for customer shipments for the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. Once we are able to sustain and increase shipments of routine, commercial products and parts through our contract manufacturers, we expect our cost of sales percentages to decrease, stabilize, and be more predictable.
Gross Profit. Our gross profit increase by $26 from $175 for the nine months ended September 30, 2025 to $201 for the nine months ended September 30, 2026. Our gross margin percentage increased slightly from Q3 2025 to Q3 2026. Our gross profit percentages have fluctuated and may continue to fluctuate based on production volumes and quoted production prices per unit and may not be representative of our future business. If we are able to sustain and increase shipments of routine, commercial products and parts through future orders to third party contract manufacturers, we expect our gross profit percentages to stabilize, increase, and be more predictable.
Selling, marketing, general, and administrative expenses. Selling, marketing, general, and administrative expenses increased by $601 to $3,463, or 511.5% of revenue, for the nine months ended September 30, 2026 from $2,862, or 470.7% of revenue, for the nine months ended September 30, 2025. The increase in expenses was primarily attributable to increase in payroll expenses and expenses related to our factory build out in China in Q3 2026 compared to Q3 2025. Stock based compensation decreased by $13 to $105 for the nine months ended September 30, 2026 from $118 for the nine months ended September 30, 2025. The decrease was attributable to no new stock option issuances in the current period.
Loss on disposal of property and equipment. Loss on disposal of property and equipment was $220, or 32.5% of revenue, and $0 for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, the Company disposed of leasehold improvements with an original cost of $293 and accumulated depreciation of $73, resulting in the recognition of a loss on disposal of leasehold improvements of $220.
Research and development expenses. Research and development expenses was $10, or 1.5% of revenue, for the nine months ended September 30, 2026, and $11, or 1.8% of revenue, for the nine months ended September 30, 2025. This was primarily due to continuing efforts to perform research and development on new Liquidmetal alloys and related processing capabilities, albeit on a reduced basis.
We continue to invest in our technology infrastructure to expedite the adoption of our technology, but we have experienced long sales lead times for customer adoption of our technology. Until that time when we can either (i) increase our revenues with shipments of routine, commercial products and parts through third party contract manufacturers or (ii) obtain significant licensing revenues, we expect to continue to have operating losses for the foreseeable future.
Non-operational income and expenses
Lease income. Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $587 and $445 for the nine months ended September 30, 2026 and 2025, respectively. The increase during the nine months ended September 30, 2026 was primarily due to amendment of the Facility Lease on May 1, 2025 and the related increase in leased square footage.
Interest income. Interest income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest income was $419 and $508 for the nine months ended September 30, 2026 and 2025, respectively. The decrease during the nine months ended September 30, 2026 is primarily due to withdrawals from debt securities to fund our new joint venture.
Investment income. Investment income relates to realized gains earned from our investments in debt securities for the respective periods. Investment income was $84 and $93 for the nine months ended September 30, 2026 and 2025, respectively. The decrease during the nine months ended September 30, 2026 is primarily due to withdrawals from debt securities to fund our new joint venture.
Net loss. Our net losses of $2,373 for the nine months ended September 30, 2026 and $1,645 for the nine months ended September 30, 2025 are primarily reflective of operating expenses associated with our on-going business as well as non-operational income, discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities
Cash used in operating activities totaled $652 and $1,439 for the nine months ended September 30, 2026 and 2025, respectively. The cash was primarily used to fund operating expenses related to our business and product development efforts.
Cash provided by investing activities
Cash provided by investing activities totaled $2,464 and $3,898 for the nine months ended September 30, 2026 and 2025, respectively. Investing inflows primarily consist of proceeds from the sale of debt securities. Investing outflows primarily consist of purchases of debt securities and purchases of fixed assets for our factory in China.
Financing arrangements and outlook
We have a relatively limited history of selling bulk amorphous alloy products and components on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce our products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of our control, including the nature and design of the component, the customer’s specifications, and required delivery timelines. These factors have previously required that we engage in equity sales under various stock purchase agreements to support its operations and strategic initiatives.
However, as of September 30, 2026, we had $9,021 in cash, as well as $9,386 in investments in debt securities. We view this total of $18,407 as readily available sources of liquidity in the event needed to advance our existing strategy, and/or pursue an alternative strategy. As such, we anticipate that our current capital resources, when considering expected losses from operations, will be sufficient to fund our operations for at least twelve months from the date of issuance of these financial statements. Accordingly, we have concluded that there is no substantial doubt about the Company’s ability to continue as a going concern.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of our management, including our Chief Executive Officer (our Principal Executive Officer and Principal Financial Officer), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026. Based on their evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting.
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 quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
None.
For a detailed discussion of the risk factors that should be understood by any investor contemplating an investment in our stock, please refer to Part I, Item 1A “Risk Factors” in the 2025 Annual Report. There have been no material changes from the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in the 2025 Annual Report.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this Quarterly Report on Form 10-Q, we did not issue or sell any unregistered equity securities.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
None.
The following documents are filed as exhibits to this Report:
| Exhibit Number |
Description of Document |
|
| 31.1 |
||
| 32.1 |
||
| 101.1 |
The following financial statements from Liquidmetal Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (unaudited), formatted in Inline XBRL: (i) Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (iii) Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025, (iv) Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and (vi) Notes to Consolidated Financial Statements. |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Pursuant to the requirements 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. |
||
| (Registrant) |
||
| Date: November 12, 2026 |
/s/ Tony Chung |
|
| Tony Chung |
||
| Chief Executive Officer |
||
| (Principal Executive Officer and Principal Financial Officer) |