Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Operating Officer
On August 30, 2021, the Company and Bruce Bromage, the Company's Chief Operating
Officer, entered into a Separation Agreement and General Release pursuant to
which Dr. Bromage agreed to resign as an officer and employee of the Company and
the Company and Dr. Bromage agreed to terminate Dr. Bromage's employment
agreement with Dr. Bromage's employment on September 30, 2021 (the "Bromage
Separation Agreement"). The Bromage Separation Agreement provides for the
payment of severance compensation to Dr. Bromage in the form of a lump sum equal
to $316,285.00 (subject to tax withholdings). In addition, it provides for the
accelerated vesting the remaining 2,430,000 unvested stock options held by Dr.
Bromage as of the termination date and the extension of the exercise period of
his options until the earlier of the second anniversary of the termination date
outlined in the Bromage Separation Agreement or the date on which such options
would otherwise expire and terminate in accordance with its terms if Dr. Bromage
had not resigned. This results in a total of 10,329,692 stock options being
exercisable by Dr. Bromage as of the termination date. In connection with the
Bromage Separation Agreement, Dr. Bromage granted the Company general releases
subject to customary exceptions.
The foregoing does not purport to be a complete description of the Separation
Agreement and is qualified by reference to the full text of such agreement
attached as Exhibit 10.1 to this Current Report on Form 8-K.
Resignation of Vice President- Finance (Principal Financial and Accounting
Officer)
On August 30, 2021, the Company and Bryce Van, the Company's Vice President-
Finance, entered into a Separation Agreement and General Release pursuant to
which Mr. Van agreed to resign as an officer and employee of the Company and the
Company and Mr. Van agreed to terminate Mr. Van's employment agreement with Mr.
Van's employment to end on October 15, 2021 (the "Van Separation Agreement").
The Van Separation Agreement provides for the payment of severance compensation
to Mr. Van in the form of a lump sum equal to $252,889.69 (subject to tax
withholdings). In addition, it provides for the extension of the exercise period
of his options until the earlier of the second anniversary of the termination
date outlined in the Van Separation Agreement or the date on which such options
would otherwise expire and terminate in accordance with its terms if Mr. Van had
not resigned. This results in a total of 2,046,500 stock options being
exercisable by Mr. Van as of the termination date. Under the Van Separation
Agreement, Mr. Van agreed to be available to provide assistance to the Company
by telephone with no additional consideration for sixty days following the
termination date. In connection with the Van Separation Agreement, Mr. Van
granted the Company general releases subject to customary exceptions.
The foregoing does not purport to be a complete description of the Separation
Agreement and is qualified by reference to the full text of such agreement
attached as Exhibit 10.2 to this Current Report on Form 8-K.
Appointment of New Executive Officers
On August 30, 2021, the Board appointed Tony Chung as the Company's principal
financial and accounting officer. Mr. Chung is the Company's Chief Executive
Officer, and in that capacity, serves as the Company's principal executive
officer.
Item 7.01 Regulation FD Disclosure
The Company has issued a press release, dated September 3, 2021, relating to the
resignations of Bruce Bromage and Bryce Van as employees and officers, and the
appointment of Tony Chung as principal financial and accounting officer. 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 Separation Agreement and General Release, dated August 30, 2021, between
Liquidmetal Technologies, Inc., and Bruce Bromage
10.2 Separation Agreement and General Release, dated August 30, 2021, between
Liquidmetal Technologies, Inc., and Bryce Van
99.1 Press release dated September 3, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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