Liquidmetal Technologies Inc. (OTCPK:LQMT) announced that it has entered into a securities purchase agreement for a private placement of 405,000,000 common shares with new investor Liquidmetal Technology Limited for gross proceeds of $63,4000,000 on March 10, 2016. The company will issue 105,000,000 common shares at $0.08 per share for gross proceeds of $8,400,000 on the same day. The company will issue 200,000,000 common shares at $0.15 per share for gross proceeds of $30,000,000 and 100,000,000 common shares at $0.25 per share for gross proceeds of $25,000,000 in 90 days after the satisfaction of certain conditions, including company shareholders' approval of an amendment to the company's amended and restated certificate of incorporation increasing the company's authorized number of common shares from 700,000,000 to 1,100,000,000. Each share to be issued will have a par value of $0.001. The company will also issue warrants to purchase 10,066,809 common shares exercisable at $0.07 per share for a period of 10 years. In first tranche the company will issue 2,609,913 warrants.

As part of the round, Lugee Li of Liquidmetal Technology Limited will join the company's board of director post first tranche. The investor will have the right to appoint two more representatives to the company's board on closing of the transaction. The agreement with certain exceptions provides an investor with pre-emptive rights to subscribe company shares for a period of five years to maintain its ownership at the same level in the company. If the company does not obtain approval for the charter amendment by May 31, 2016, the investor will sell back the share purchased for secured convertible promissory note. The company will issue securities pursuant to exemption provided under Regulation D.

The company will pay $75,000 of the proceeds as investor's legal fees. The agreement can be terminated by investor or the company if a material breach of any provision of this agreement has been committed by the other party and such breach has not been waived or cured within 10 days after written notice thereof or if any condition required under the tranches are not satisfied.

On the same day, the company completed its first tranche.