Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation of Chief Executive Officer
On July 6, 2021, Professor Lugee Li ("Professor Li") resigned as Chief Executive
Officer and President of Liquidmetal Technologies, Inc. (the "Company").
Professor Li did not resign because of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices. Professor Li
will maintain his role as Chairman of the Company's Board of Directors (the
"Board").
Appointment of New Executive Officers
On July 6, 2021, the Board appointed Tony Chung as the Company's interim Chief
Executive Officer, and in that capacity, he will serve as the Company's
principal executive officer. Additionally, the Board appointed Isaac Bresnick as
the Company's President. Both Mr. Chung and Mr. Bresnick are current members of
the Board and will remain as directors following the foregoing appointments.
Mr. Chung, age 51, had previously served as the Company's Chief Financial
Officer from December 2008 to August 2017, and has served as a member of the
Board since August 2017. Prior to re-joining the Company as an executive, he was
the Chief Financial Officer of Solarcity, currently a division of Tesla Inc.,
that provides advanced solar technology solutions. Mr. Chung also served as the
Managing Director of Baypoint Ventures, a technology investment fund. Mr. Chung
is an attorney and received a B.S. degree in business from UC Berkeley and a
J.D. Degree from PCU Law School.
Mr. Chung will receive a base annual salary of $240,000 and a $20,000 signing
bonus, payable after ninety days of employment. Additionally, Mr. Chung will
receive an option grant under the Company's 2015 Equity Incentive Plan, as
approved by the Board, to purchase up to 7,500,000 shares of Company common
stock. The option has an exercise price of $0.07 per share and will expire 10
years from the date of grant unless it terminates earlier upon a termination of
service. The shares covered by the option will vest in two tranches ("Tranche 1"
and "Tranche 2"). Under Tranche 1, 2,500,000 shares covered by the option will
vest after ninety days of employment, although thereafter any shares received
from option exercises will be subject to time-based lock-up provisions. Under
Tranche 2, 5,000,000 shares covered by the option will vest in equal
installments of 2,500,000 at the first anniversary of employment and 2,500,000
at the second anniversary of employment. Shares received from option exercises
under Tranche 2 will be subject to a combination of market-price based and
time-based lock-up provisions The terms of the option are subject to the
provisions of the 2015 Equity Incentive Plan. Mr. Chung will serve on an
"at-will" basis.
On July 6, 2021, Mr. Chung and the Company entered into an offer letter
containing the terms described above. The foregoing description of the offer
letter is summary in nature and is qualified in its entirety by the full text of
such document, which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Mr. Bresnick, age 36, began serving on the Board in October 2016 and was
appointed to the role of Executive Administrator with the Company in November
2016. From October 2014 to November 2016, Mr. Bresnick served as Legal and
Regulatory Affairs Director for the Leader Biomedical Group, a private company
based in Hong Kong and operating from Amsterdam, the Netherlands. At Leader
Biomedical, Mr. Bresnick was responsible for the direction and management of
legal affairs, regulatory affairs, quality control and quality assurance, as
well as for advising executive management of affiliated companies. From July
2013 to October 2017, Mr. Bresnick served as Director of aap Joints GmbH, a
private company in Berlin, Germany. From January 2013 through June 2013, Mr.
Bresnick provided full-time consulting services to AAP Orthopedics Ltd., a BVI
company. Mr. Bresnick received his J.D. from the University of Connecticut
School of Law in 2013, and his B.S. in Industrial Design from the University of
Bridgeport in 2008. After completion of his undergraduate studies and continuing
through his enrollment at the University of Connecticut, Mr. Bresnick worked as
Senior Arrangements Designer for Electric Boat Corporation, a subsidiary of
General Dynamics, from June 2008 to December 2012.
Mr. Bresnick will continue to receive a base annual salary of $154,000. Mr.
Bresnick does not have a written employment agreement with the Company.
There was no arrangement or understanding pursuant to which either Mr. Chung or
Mr. Bresnick was selected as an officer of the Company. There are no family
relationships between either Mr. Chung or Mr. Bresnick and any director or
executive officer of the Company, or any person chosen by the Company to become
a director or executive officer. There are no related party transactions of the
kind described in Item 404(a) of Regulation S-K in which either Mr. Chung or Mr.
Bresnick was or is a participant.
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Item 7.01 Regulation FD Disclosure
The Company has issued a press release, dated July 9, 2021, relating to the
resignation of Professor Li as an employee and officer, and the appointment of
Tony Chung as interim Chief Executive Officer and Isaac Bresnick as President.
The press release is attached to this Form 8-K as Exhibit 99.1. The information
in this Item 7.01, including Exhibit 99.1, shall not be treated as filed for
purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Offer Letter Agreement, dated July 6, 2021, between the Company and
Tony Chung.
99.1 Press release dated July 9, 2021.
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LIQUIDMETAL TECHNOLOGIES, INC. 
