Item 1.01. Entry into Material Definitive Agreement.
Manufacture Supply Agreement
On January 12, 2022, Liquidmetal Technologies, Inc. (the "Company") entered into
a Manufacture Supply Agreement with Dongguan Yihao Metal Materials Technology
Co. Ltd. ("Yihao"), a metals manufacturer located in Dongguan, China and the
primary outsourced manufacturer of the Company's products (the "Manufacturing
Agreement"). 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. The Manufacturing Agreement sets forth the terms and
conditions under which the Company will submit forecasts and purchase orders to
Yihao and sets forth other customary terms for manufacturing agreements,
including warranty terms and shipping terms. The Manufacturing Agreement may be
terminated by either party prior to the end of the five-year term by reason of
an uncured material breach committed by the other party. Yihao is an affiliate
of Dongguan Eontec Co. Ltd. and Dr. Lugee Li, the Chief Executive Officer and
Chairman of the Company and the largest beneficial owner of the Company's
capital Stock.
The foregoing is not a complete description of all of the terms and conditions
of the Manufacturing Agreement and is qualified by reference to the full text of
the Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.
Liquidmetal Golf License Agreement
On January 13, 2022, the Company's majority-owned Liquidmetal Golf subsidiary
("LMG") entered into a Sublicense Agreement with Amorphous Technologies Japan,
Inc. ("ATJ"), a new Japanese company formed by investors in Japan who have not
been previously affiliated with the Company or LMG located in Chiba, Japan (the
"LMG License Agreement"). Under the LMG Sublicense Agreement, LMG granted to ATJ
a nonexclusive worldwide sublicense to the Company's amorphous alloy technology
and related trademarks for purposes of the manufacture and sale by ATJ of golf
clubs and golf club components, as well as for other products marketed
specifically for use in the sport of golf. The sublicense excludes consumer
electronic products and watches and watch components, and it excludes the right
to sublicense without LMG's consent. The LMG License Agreement has a term of
three years, subject to earlier termination by either party by reason of an
uncured material breach by the other party. The agreement provides for payment
of a running royalty to LMG of 3% of the net sales price of licensed products.
The foregoing is not a complete description of all of the terms and conditions
of the LMG License Agreement and is qualified by reference to the full text of
the Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
The Company issued press releases on January 19, 2022, relating to the
Manufacture Agreement and Liquidmetal Golf License Agreement. The press releases
are attached to this Form 8-K as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Manufacture Supply Agreement, dated January 12, 2022, between Liquidmetal
Technologies, Inc. and Dongguan Yihao Metal Materials Technology Co.
Ltd.*
10.2 Sublicense Agreement, dated January 13, 2022, between Liquidmetal Golf
and Amorphous Technologies Japan Inc.
99.1 Manufacturing Agreement Press Release, dated January 19, 2022.
99.2 Liquidmetal Golf License Agreement Press Release, dated January 19,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10)
of Regulation S-K. The omitted information is (i) not material and (ii) would
likely cause us competitive harm if publicly disclosed.
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