UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐	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. 001-31332

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	33-0264467
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

20321 Valencia Circle

Lake Forest, CA 92630

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (949) 635-2100

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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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 ☐	Non-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 ☐ No ☒

Securities registered pursuant to Section 12(b) of the Exchange Act: None

The number of common shares outstanding as of ~~August~~November 13, 2025 was 917,285,149.

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LIQUIDMETAL TECHNOLOGIES, INC. FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2025

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, 2024 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; and

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.

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TABLE OF CONTENTS

PART I – Financial Information
Item 1 – Financial Statements	4
Unaudited Consolidated Balance Sheets	4
Unaudited Consolidated Statements of Operations	5
Unaudited Consolidated Statements of Stockholders’ Equity	6
Unaudited Consolidated Statements of Comprehensive Income (Loss)	7
Unaudited Consolidated Statements of Cash Flows	8
Notes to Unaudited Consolidated Financial Statements	9
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
Item 3 – Quantitative and Qualitative Disclosures about Market Risk	2324
Item 4 – Controls and Procedures	2324
PART II – Other Information	2425
Item 1 – Legal Proceedings	2425
Item 1A – Risk Factors	2425
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3 – Defaults Upon Senior Securities	2425
Item 4 – Mine Safety Disclosures	2425
Item 5 – Other Information	2425
Item 6 – Exhibits	2425
Signatures	2526

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PART I

FINANCIAL INFORMATION

Item 1 – Financial Statements

LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ in thousands, except par value and share data)

	June 30,			December 31,
	(Unaudited) September 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	58,~~618~~490		$	6,006
Restricted cash		-			5
Investments in debt securities- short term		75,~~945~~563			9,453
Trade accounts receivable, net		~~253~~78			89
Inventories		-			70
Prepaid expenses and other current assets		~~279~~720			494
Total current assets		14,~~095~~851			16,117
Investments in debt securities- long term		87,~~267~~053			6,877
Property and equipment, net		7,~~202~~127			7,357
Patents and trademarks, net		2824			35
Other assets		1580			14
Total assets	$	29,~~607~~135		$	30,400
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~263~~296		$	153
Accrued liabilities		~~243~~210			205
Other current liabilities		902			902
Total current liabilities		1,408			1,260
Total liabilities		1,408			1,260
Shareholders' equity:
Common stock, $0.001 par value; 1,100,000,000 shares authorized; 917,285,149 and 917,285,149 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		917			917
Common stock, $0.001 par value; 1,100,000,000 shares authorized; 917,285,149 and 917,285,149 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		917			917
Warrants		18,179			18,179
Additional paid-in capital		288,~~357~~388			288,270
Accumulated deficit		(279,~~345~~897	)		(278,253	)
Accumulated other comprehensive income		~~172~~221			107
Non-controlling interest in subsidiary		(81	)		(80	)
Total shareholders' equity		2827,~~199~~727			29,140
Total liabilities and shareholders' equity	$	29,~~607~~135		$	30,400

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share and per share data)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	(Unaudited) Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Revenue:
Products	$	~~289~~28		$	~~242~~316		$	~~571~~599		$	~~415~~731
Licensing and royalties		-9			-			-9			-
Total revenue		~~289~~37			~~242~~316			~~571~~608			~~415~~731
Cost of sales		~~212~~17			~~187~~239			~~416~~433			~~321~~560
Gross profit		7720			5577			~~155~~175			94171
Operating expenses:
Selling, marketing, general and administrative		~~927~~961			~~857~~904			12,~~902~~863			12,~~620~~524
Research and development		34			56			711			915
		930			862			1,909			1,629
		965			910			2,874			2,539
Operating loss		(~~853~~945	)		(~~807~~833	)		(12,~~754~~699	)		(12,~~535~~368	)
Other income (expense):
Lease income		~~160~~196			8988			~~249~~445			~~178~~267
Other income		-6			~~184~~45			28			~~266~~311
Investment income		525			3453			6893			86139
Interest income		~~163~~166			~~240~~206			~~342~~508			~~431~~636
		328			547			661			961
		393			392			1,054			1,353
Loss from operations		(~~525~~552	)		(~~260~~441	)		(1,~~093~~645	)		(~~574~~1,015	)
Income taxes		-			-			-			-
Net loss		(~~525~~552	)		(~~260~~441	)		(1,~~093~~645	)		(~~574~~1,015	)
Net loss attributable to non-controlling interest		1			1			1			1
Net income attributable to non-controlling interest		-			-			1			1
Net loss attributable to Liquidmetal Technologies shareholders	$	(~~524~~552	)	$	(~~259~~441	)	$	(1,~~092~~644	)	$	(~~573~~1,014	)
Per common share basic and diluted:
Net loss per common share attributable to Liquidmetal Technologies shareholders, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Number of weighted average shares - basic and diluted		917,285,149			917,285,149			917,285,149			917,285,149

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

($ in thousands, except share and per share data)

(unaudited)

							Warrants							Accumulated
							part of		Additional					other		Non-
	*Preferred*		*Common*		*Common*		*Additional*		*Paid-in*		*Accumulated*			*comprehensive*		*controlling*
	*Shares*		*Shares*		*Stock*		*Paid-in Capital*		*Capital*		*Deficit*			*income*		*Interest*			*Total*

Balance - December 31, 2024		-		917,285,149	$	917	$	18,179	$	288,270	$	(278,253	)	$	107	$	(80	)	$	29,140

Stock-based compensation		-		-		-		-		118		-			-		-			118
Net loss		-		-		-		-		-		(1,644	)		-		(1	)		(1,645	)
Foreign currency translation adjustment		-		-		-		-		-		-			20		-			20
Other comprehensive gain		-		-		-		-		-		-			94		-			94

Balance - September 30, 2025 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,388	$	(279,897	)	$	221	$	(81	)	$	27,727

Balance - December 31, 2023		-		917,285,149	$	917	$	18,179	$	288,126	$	(276,743	)	$	190	$	(79	)	$	30,590

Stock-based compensation		-		-		-		-		105		-			-		-			105
Net loss		-		-		-		-		-		(1,014	)		-		(1	)		(1,015	)
Other comprehensive loss		-		-		-		-		-		-			156		-			156

Balance - September 30, 2024 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,231	$	(277,757	)	$	346	$	(80	)	$	29,836

							Warrants							Accumulated
							part of		Additional					other			Non-
	Preferred		Common		Common		Additional		Paid-in		Accumulated			comprehensive			controlling
	Shares		Shares		Stock		Paid-in Capital		Capital		Deficit			income			Interest			Total
Balance - December 31, 2024		-		917,285,149	$	917	$	18,179	$	288,270	$	(278,253	)	$	107		$	(80	)	$	29,140
Balance - June 30, 2025 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,357	$	(279,345	)	$	172		$	(81	)	$	28,199
Stock-based compensation		-		-		-		-		8731		-			-			-			8731
Net loss		-		-		-		-		-		(~~1,092~~552	)		-			(1-	)		(~~1,093~~552	)
Other comprehensive gain		-		-		-		-		-		-			65			-			65
Foreign currency translation adjustment		-		-		-		-		-		-			20			-			20
Balance - June 30, 2025		-		917,285,149	$	917	$	18,179	$	288,357	$	(279,345	)	$	172		$	(81	)	$	28,199
Other comprehensive gain		-		-		-		-		-		-			29			-			29
Balance - December 31, 2023		-		917,285,149	$	917	$	18,179	$	288,126	$	(276,743	)	$	190		$	(79	)	$	30,590
Balance - September 30, 2025 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,388	$	(279,897	)	$	221		$	(81	)	$	27,727
Stock-based compensation		-		-		-		-		63		-			-			-			63
Balance - June 30, 2024 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,189	$	(277,316	)	$	185		$	(80	)	$	30,074
Net loss		-		-		-		-		-		(574	)		-			-			(574	)
Stock-based compensation		-		-		-		-		42		-			-			-			42
Other comprehensive loss		-		-		-		-		-		-			(5	)		-			(5	)
Net loss		-		-		-		-		-		(441	)		-			-			(441	)
Balance - June 30, 2024		-		917,285,149	$	917	$	18,179	$	288,189	$	(277,317	)	$	185		$	(79	)	$	30,074
Other comprehensive loss		-		-		-		-		-		-			161			-			161
Balance - March 31, 2025		-		917,285,149	$	917	$	18,179	$	288,324	$	(278,821	)	$	127		$	(80	)	$	28,646
Balance - September 30, 2024 (unaudited)		-		917,285,149	$	917	$	18,179	$	288,231	$	(277,757	)	$	346		$	(80	)	$	29,836
Stock-based compensation		-		-		-		-		33		-			-			-			33
Net loss		-		-		-		-		-		(524	)		-			(1	)		(525	)
Other comprehensive gain		-		-		-		-		-		-			45			-			45
Balance - June 30, 2025		-		917,285,149	$	917	$	18,179	$	288,357	$	(279,345	)	$	172		$	(81	)	$	28,199
Balance - March 31, 2024		-		917,285,149	$	917	$	18,179	$	288,151	$	(277,057	)	$	198		$	(79	)	$	30,309
Stock-based compensation		-		-		-		-		38		-			-			-			38
Net loss		-		-		-		-		-		(260	)		-			-			(260	)
Other comprehensive loss		-		-		-		-		-		-			(13	)		-			(13	)
Balance - June 30, 2024		-		917,285,149	$	917	$	18,179	$	288,189	$	(277,317	)	$	185		$	(79	)	$	30,074

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

($ in thousands, except share and per share data)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	(Unaudited) Three months ended September 30,						(Unaudited) Nine months ended September 30,
	2025			2024			2025			2024
Net loss	$	(~~525~~552	)	$	(~~260~~441	)	$	(1,~~093~~645	)	$	(~~574~~1,015	)
Other comprehensive income (loss), net of tax
Other comprehensive income, net of tax
Net unrealized gains (losses) on available-for-sale securities		45			(13	)		65			(5	)
Net unrealized gains on available-for-sale securities	$	29		$	161		$	94		$	156
Other comprehensive income (loss), net of tax		45			(13	)		65			(5	)
Gain on foreign currency translation		20			-			20			-
Comprehensive loss		(480	)		(273	)		(1,028	)		(579	)
Other comprehensive income, net of tax		49			161			114			156
Less: Comprehensive loss attributable to noncontrolling interests		1			1			1			1
Comprehensive loss		(503	)		(280	)		(1,531	)		(859	)
Comprehensive loss attributable to Liquidmetal Technologies shareholders	$	(479	)	$	(272	)	$	(1,027	)	$	(578	)
Less: Comprehensive income attributable to noncontrolling interests		-			1			1			1
Comprehensive loss attributable to Liquidmetal Technologies shareholders	$	(503	)	$	(279	)	$	(1,530	)	$	(858	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands, except per share data)

(unaudited)

	Six Months Ended June 30,
	(Unaudited) Nine Months Ended September 30,
	2025			2024
Operating activities:
Net loss	$	(1,~~093~~645	)	$	(~~574~~1,015	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~162~~244			~~164~~246
Realized investment gains (loss), net		(6893	)		~~(75~~138	)
Unrealized investment gain, net		65114			(5156	)
Stock-based compensation		87118			63105
Net income attributable to non-controlling interest		(1	)		(1	)
Changes in operating assets and liabilities:
Trade accounts receivable		~~(164~~11	)		44119
Inventories		70			744
Prepaid expenses and other current assets		~~215~~(226	)		~~209~~(147	)
Other assets and liabilities		(166	)		-209
Accounts payable and accrued liabilities		~~148~~149			(57	)
Deferred revenue		-			14(6	)
Net cash used in operating activities		(~~579~~1,325	)		(~~143~~135	)
Investing Activities:
Purchases of debt securities		(45,~~927~~506	)		(815,~~973~~032	)
Proceeds from sales of debt securities		59,~~113~~313			711,~~646~~220
Net cash provided by (used in) investing activities		186			(1,327	)
Purchase of property and equipment		(3	)		-
Net decrease in cash, cash equivalents, and restricted cash		(393	)		(1,470	)
Net cash provided by (used in) investing activities		3,804			(3,812	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		2,479			(3,947	)
Cash, cash equivalents, and restricted cash at beginning of period		6,011			8,842
Cash, cash equivalents, and restricted cash at end of period	$	58,~~618~~490		$	74,~~372~~895
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	800		$	~~800~~-

The accompanying notes are an integral part of the consolidated financial statements.

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LIQUIDMETAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS For the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(numbers in thousands, except percentages, share and per share data)

(unaudited)

1. DESCRIPTION OF BUSINESS

Liquidmetal Technologies, Inc. (the “Company”) is a materials technology company that works with manufacturing and commercial partners to develop and commercialize products made from proprietary amorphous alloys. The Company’s family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology. The Company designs, develops, and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products.

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, 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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 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 ~~six~~ nine months ended ~~June~~ September 30, 2025 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025.

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 debt securities with unrealized losses on a quarterly basis for potential other-than-temporary impairments in value. As a result of this assessment, the Company did not recognize any other-than-temporary impairment losses considered to be credit related for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

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Investments in Debt Securities

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 and restricted 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 ~~June~~September 30, 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)

75,~~945~~563

~~7,595~~5.363

~~350~~200

Investments in debt securities (long-term)

87,~~267~~053

64,~~057~~932

2,~~210~~121

363

As of December 31, 2024, 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)		9,453		8,953		500		-
Investments in debt securities (long-term)		6,877		5,119		1,758		-

Leases

The Company leases its manufacturing facility under a long-term contract, which is accounted for as an operating lease. The lease provides for a fixed base rent and variable payments comprised of reimbursements for property taxes, insurance, utilities, and common area maintenance. The lease has a term of 5 years ending on April 30, 2030. In accordance with ASC 842, Leases, lease income, which includes escalating rents over the term of the lease, is recorded on a straight-line basis over the expected lease term. The difference between lease income and payments received is recorded as a rent receivable, which is included as a prepaid expense in the consolidated balance sheets. Amounts paid for broker commissions represent prepaid direct lease costs and will be amortized as an off-set to lease income over the lease term.

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Foreign Currency Translation

The Company has operations in China. Accounting records in foreign operations are maintained in local currencies and remeasured to the US dollars during the consolidation. Nonmonetary assets and liabilities are translated at historical rates, and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Income statement accounts are translated at average rates for the year. Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included in current results of comprehensive income.

Other Recent Pronouncements

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) 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 shareholders 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 will be owned 70% by Liquidmetal Asia and 30% by Mr. Liu and will be 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.

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 the primary 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 41,000 square foot facility (the “Facility”) located in Lake Forest, CA, where operations commenced during July 2017. The purchase price for the Facility was $7,818.

On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a lease agreement pursuant to which the Company 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.

On March 26, 2025, the Company 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 $51,716 per month initially and is subject to periodic increases up to a maximum of approximately $58,000 per month. Tenant will pay approximately 98% of building operating expenses. The Facility Lease grants the Company 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, 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 405,000,000 shares of the Company’s 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 third party buyers leaving 225,212,112 shares of our common stock owned by the Investor as of December 31, 2024.

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In addition to the shares issuable under the 2016 Purchase Agreement, the Company issued to the Investor a warrant to acquire 10,066,809 shares of common stock at an exercise price of $0.07 per share. The warrant will expire on the tenth anniversary of its issuance date.

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 perpetually cross-license their respective technologies.

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.

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Eutectix Business Development Agreement

On January 31, 2020, the Company entered into a Business Development Agreement (the “Agreement”) with Eutectix, LLC, a Delaware limited liability company (“Eutectix”), which provided for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys. Under the Agreement, the Company licensed to Eutectix specified equipment owned by the Company and also licensed various patents and technical information related to the Company’s proprietary technology. The Agreement expired on January 31, 2025.

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.

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 79% of the outstanding common stock in Liquidmetal Golf.

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 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 original term of three years was extended to have automatic, annual renewals and provided for the payment of a running royalty to LMG of 3% of the net sales price of licensed products.

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 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
	Longest	June 30,		December 31,		June 30,		December 31,
	Maturity Date	2025		2024		2025		2024
U.S. government and agency securities	2029		12,941		13,415		13,066		13,488
Corporate bonds	2031		3,099		2,820		3,146		2,841
Certificates of deposit	One-year
			16,040		16,235		16,212		16,329

Income from these investments totaled $168 and $410 during the three and six months ended June 30, 2025, respectively, and $274 and $517 during three and six months ended June 30, 2024, respectively. Such amounts are included as a portion of interest and investment income on the Company’s consolidated statements of operations.

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Based on the Company’s review of its debt securities that are individually in an unrealized loss position at June 30, 2025, 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 events4. ~~The impact of the Company’s investment portfolio is considered to be temporary, rather than a deterioration of overall credit quality. As of June 30, 2025,~~ ~~all~~INVESTMENTS ~~investments~~IN ~~are~~DEBT 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. As such, the Company does not consider these securities to be other-than-temporarily impaired as of June 30, 2025.SECURITIES

The following table sets forth amortized cost fair value, and unrealized gains (losses) of investments in debt securities (short-term and long-term):

Longest

(Unaudited)

Amortized Cost

(Unaudited)

Fair Value

Maturity

September 30,

December 31,

September 30,

December 31,

Date

2025

2024

2025

2024

U.S. government and agency securities

2029

9,501

13,415

9,639

13,488

Corporate bonds

2031

2,920

2,820

2,977

2,841

Certificates of deposit

One-year

12,421

16,235

12,616

16,329

Income from these investments totaled $191 and $601 during the three and nine months ended September 30, 2025, respectively, and $259 and $775 during three and nine months ended September 30, 2024, respectively. Such amounts are included as a portion of interest and investment income on the Company’s consolidated statements of operations.

Based on the Company’s review of its debt securities that are individually in an unrealized loss position at September 30, 2025, 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, 2025, 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. As such, the Company does not consider these securities to be other-than-temporarily impaired as of September 30, 2025.

Investment in debt securities activities consisted of the following:

	Three months ended June 30,						Six months ended June 30,
	(Unaudited) Three months ended September 30,						(Unaudited) Nine months ended September 30,
	2025			2024			2025			2024
Investment in debt securities – beginning balance	$	1716,~~205~~212		$	1315,~~685~~792		$	16,330		$	14,390
Purchases		269			5,928			45,~~927~~506			815,~~973~~032
Sales at cost		8(1,~~927~~309	)		(3,697	)		5(9,~~118~~324	)		(711,~~620~~556	)
Realized gain from sale of investment in debt securities		5			34			6893			86138
Interest and dividend income		153			270			~~341~~532			~~454~~637
Unrealized gain		45			(13	)		~~172~~201			~~185~~346
Professional management fees and other fees		(10	)		(13	)		(2434	)		(2641	)
Withdrawals from debt securities		(102,~~382~~749	)		(~~402~~237	)		(~~10,720~~688	)		(~~650~~882	)
Investment in debt securities – ending balance		1612,~~212~~616			1518,~~792~~064			1612,~~212~~616			1518,~~792~~064
Less – current portion		(75,~~945~~563	)		(1311,~~292~~696	)		(75,~~945~~563	)		(1311,~~292~~696	)
Investment in debt securities – non-current	$	87,~~267~~053		$	26,~~500~~368		$	87,~~267~~053		$	26,~~500~~368

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5. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable were comprised of the following:

	June 30,		December 31,
	(Unaudited) September 30,		December 31,
	2025		2024
Accounts receivables	$	~~253~~78	$	89
AR Allowance		-		-
AR allowance		-		-
Total	$	~~253~~78	$	89

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets were comprised of the following:

	June 30,		December 31,
	(Unaudited) September 30,		December 31,
	2025		2024
Prepaid service invoices	$	55125	$	85
Prepaid insurance premiums		52288		208
Prepaid lease costs and receivables- short term		15184		64
Interest and other receivables		~~157~~123		137
Total	$	~~279~~720	$	494

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7. INVENTORIES

Inventories were comprised of the following:

	June 30,		December 31,
	(Unaudited) September 30,		December 31,
	2025		2024
Work in progress	$	-	$	-
Finished goods	$	-	$	70
Total	$	-	$	70

8. PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following:

	June 30,			December 31,
	(Unaudited) September 30,			December 31,
	2025			2024
Land, building, and improvements	$	9,610		$	9,610
Machinery and equipment		1,304			1,304
Computer equipment		~~272~~275			272
Office equipment, furnishings, and improvements		51			51
Total		11,~~237~~240			11,237
Accumulated depreciation		(4,~~035~~113	)		(3,880	)
Total	$	7,~~202~~127		$	7,357

Depreciation expense were $77 and $155 for three and six months ended June 30, 2025 , respectively, and were $77 and $155 for three and six months ended June 30, 2024, respectively. Such amounts were included in selling, marketing, general, and administrative expenses within Company’s consolidated statements of operations. 14

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Depreciation expense were $78 and $233 for three and nine months ended September 30, 2025 , respectively, and were $78 and $233 for three and nine months ended September 30, 2024, respectively. Such amounts were included in selling, marketing, general, and administrative expenses within Company’s consolidated statements of operations.

9. PATENTS AND TRADEMARKS, NET

Patents and trademarks were comprised of the following:

	June 30,			December 31,
	(Unaudited) September 30,			December 31,
	2025			2024
Purchased and licensed patent rights	$	566		$	566
Internally developed patents		1,~~686~~685			1,686
Trademarks		148			148
Total		2,~~400~~399			2,400
Accumulated depreciation		(2,~~372~~375	)		(2,365	)
Total	$	2824		$	35

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-to-17-year periods. Amortization expense for patents and trademarks was $34 and $711 for the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively, and $54 and $913 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

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10. OTHER ASSETS

Other assets were comprised of the following:

	June 30,		December 31,
	(Unaudited) September 30,		December 31,
	2025		2024
Utility deposits	$	1514	$	14
Total	$	15	$	14
Deposits		66		-
Total	$	80	$	14

11. ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

	June 30,		December 31,
	(Unaudited) September 30,		December 31,
	2025		2024
Accrued payroll, vacation, and bonuses	$	~~172~~126	$	151
Accrued audit fees		7184		54
	$	~~243~~210	$	205

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12. OTHER CURRENT LIABILITIES

Other long-term liabilities was $902 as of ~~June~~September 30, 2025 and December 31, 2024, and consisted of $859 of long-term, aged payables to vendors, individuals, and other third parties that have been outstanding for more than 5 years. Also included in the balance is $43 in tenant deposits under the Facility Lease.

13. STOCK COMPENSATION PLANS

On June 28, 2012, the Company adopted the 2012 Equity Incentive Plan (“2012 Plan”), with the approval of the shareholders, 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 2,432,500 and 3,073,000 shares of the Company’s common stock as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The 2012 Plan expired in June 2022.

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 40,000,000 shares of the Company’s common stock were available for issuance under the 2015 Plan. All options granted under the 2015 Plan had exercise prices that were equal to the fair market value on the dates of grant. Under this plan, the Company had outstanding grants of options to purchase 37,361,667 and 23,511,667 as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The 2015 Plan expired in January 2025.

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 $3331 and $87118 for the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively, and $3842 and $63105 for the three and ~~six~~nine months ended ~~June~~ September 30, 2024.

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.

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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 rents due to the Company under the Facility Lease are as follows:

Year	Base Rents
2025 (remaining six months)	$	372
2025 (remaining three months)	$	186
2026		757
2027		776
2028		796
Thereafter		1,090
	$	3,~~791~~605

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15. Loss Per Common Share

Basic earnings per share (“EPS”) is computed by dividing earnings (loss) attributable to common shareholders 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 39,794,~~167~~167shares ~~shares~~ of common stock at prices ranging from $0.05 to $0.38 per share were outstanding at ~~June~~September 30, 2025, but were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss. Options to purchase 26,584,667 shares of common stock at prices ranging from $0.05 to $0.38 per share were outstanding at ~~June~~September 30, 2024, but were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss.

Warrants to purchase 10,066,809 shares of common stock, priced at $0.07 per share, outstanding at each of ~~June~~September 30, 2025 and ~~June~~September 30, 2024 were not included in the computation of diluted EPS for the same period as the inclusion would have been antidilutive, given the Company’s net loss.

16. Related Party Transactions

On March 10, 2016, the Company entered into the 2016 Purchase Agreement with Liquidmetal Technology Limited, providing for the purchase of 405,000,000 shares of the Company’s common stock for an aggregate purchase price of $63,400. Liquidmetal Technology Limited was a newly formed company owned by our Chairman, Professor Li. In connection with the 2016 Purchase Agreement and also on March 10, 2016, the Company and Eontec entered into a license agreement, pursuant to which the Company and Eontec entered into a cross-license of their respective technologies. Eontec is an affiliate of Yihao which is currently the Company’s primary contract manufacturer. As of ~~June~~September 30, 2025 and December 31, 2024, Professor Li is a greater-than 5% beneficial owner of the Company and serves as the Company’s Chairman. Equipment and services procured from Yihao were $~~121~~61 and $~~238~~299 for the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively, and $~~143~~221 and $~~258~~479 during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the Company has outstanding payables to Yihao of $4014 and $70, respectively.

On May 10, 2022, Mr. Abdi Mahamedi resigned as a director of the Company. Upon Mr. Mahamedi’s departure, the Company entered into a Consulting Agreement with Mr. Mahamedi to present business opportunities for the licensing and sublicensing of the Company’s technology. The Consulting Agreement has a term of 5 years and granted to Mr. Mahamedi an option to purchase up to 2.0 million shares of Company common stock at an exercise price of the closing market price of the Company’s common stock on May 10, 2022 that will vest 33% on the first anniversary of the grant date and the remainder vesting monthly over the ensuing two years, provided that Mr. Mahamedi continues to be engaged as a consultant on each such vesting date. The options have a term of 5 years.

17. 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 ~~other than the following:~~.

On July 4, 2025, Liquidmetal Asia Holdings Limited (“Liquidmetal Asia”), a Hong Kong based, wholly owned subsidiary of the Company, entered into a shareholders 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 will be owned 70% by Liquidmetal Asia and 30% by Mr. Liu and will be 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. 17

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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 Quarterly 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 Quarterly 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 words or 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, 2024 and other risks and uncertainties discussed in other filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q and Form 8-K and other filings). We disclaim any intention or obligation, other than as required by applicable law, 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 company that works with manufacturing and commercial partners to develop and commercialize products made from our proprietary amorphous alloys. Our Liquidmetal® family of alloys consists of a variety of proprietary bulk alloys and composites that utilize the advantages offered by amorphous alloy technology. We design, develop, and sell custom products and parts from bulk amorphous alloys to customers in various industries. We also partner with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products.

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, 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

~~Yihao~~Hangzhou ~~Manufacturing~~Feifeng ~~Agreement~~Liquidmetal Co., Ltd. Joint Venture

On July ~~January 12~~4, ~~2022~~2025, Liquidmetal Asia Holdings Limited (“Liquidmetal ~~Technologies~~Asia”), a Hong Kong based, our wholly owned subsidiary, entered into a ~~manufacturing~~shareholders agreement ~~(“Manufacturing~~with ~~Agreement”)~~Mr. ~~with~~Chong ~~Dongguan~~Liu, ~~Yihao~~an ~~Metal~~individual ~~Materials~~investor ~~Technology~~to form a new joint venture company named Hangzhou Feifeng Liquidmetal Co. Ltd., ~~(“Yihao”)~~a tolimited ~~become~~liability ~~the~~company ~~primary~~formed ~~contract~~under ~~manufacturer~~the ofPeoples ~~our~~Republic ~~products.~~of ~~Under~~China (the ~~Manufacturing~~“Joint ~~Agreement,~~Venture ~~which~~Company”). ~~has~~The aJoint ~~term~~Venture ofCompany ~~five~~was ~~years,~~formed ~~Yihao~~for ~~has~~the ~~agreed~~principal topurpose ~~serve~~of asdeveloping a ~~non-exclusive~~manufacturing ~~contract~~facility ~~manufacturer~~in Hangzhou, China for the manufacture of amorphous ~~alloy~~metal ~~parts~~products. ~~offered~~The ~~and~~Joint ~~sold~~Venture byCompany ~~the~~will usbe atowned 70% ~~prices~~by ~~determined~~Liquidmetal onAsia aand 30% ~~“cost-plus”~~by ~~basis~~Mr. ~~Yihao~~Liu isand anwill ~~affiliate~~be capitalized with $6.0 million USD of ~~Dongguan~~initial ~~Eontec~~capital, ~~Co.~~of ~~Ltd~~which $4.2 million ~~and~~has ~~Professor~~been ~~Lugee~~contributed ~~Li,~~by ~~our~~Liquidmetal ~~Chairman~~Asia, and ~~largest~~$1.8 million ~~beneficial~~will ~~owner~~be ofcontributed ~~our~~by ~~capital~~Mr. ~~stock~~Liu on or before May 25, 2028.

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Yihao Manufacturing Agreement

On January 12, 2022, we entered into a manufacturing agreement (“Manufacturing Agreement”) with Dongguan Yihao Metal Materials Technology Co. Ltd. (“Yihao”) to become the primary contract manufacturer of our 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 us 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 our capital stock.

Corporate Facility Purchase and Lease

On February 16, 2017, we purchased a 41,000 square foot facility (the “Facility”) located in Lake Forest, CA, where operations commenced during July 2017. The purchase price for the Facility was $7,818.

On January 23, 2020, 20321 Valencia, LLC, a Delaware limited liability company and our wholly owned subsidiary, 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.

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 $51,716 per month initially and is subject to periodic increases up to a maximum of approximately $58,000 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 December 31, 2024.

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 at an exercise price of $0.07 per share. The warrant will expire on the tenth anniversary of its issuance date.

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 agreed to perpetually cross-license our respective technologies.

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.

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Eutectix Business Development Agreement

On January 31, 2020, we entered into a Business Development Agreement (the “Agreement”) with Eutectix LLC, a Delaware limited liability company (“Eutectix”), which provided for collaboration, joint development efforts, and the manufacturing of products based on the Company’s proprietary amorphous metal alloys. Under the Agreement, we licensed to Eutectix specified equipment owned by us and also licensed to Eutectix various patents and technical information related to our proprietary technology. The Agreement expired in January 2025.

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.

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Liquidmetal Golf License

On January 13, 2022, our Liquidmetal Golf subsidiary (“Liquidmetal Golf” or “LMG”) 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 ATJ a nonexclusive worldwide sublicense to our amorphous alloy technology and related trademarks to manufacture and sell golf clubs and golf related products. The original term of three years was extended to have automatic, annual renewals and provided for the payment of a running royalty to LMG of 3% of the net sales price of licensed products.

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 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, 2024 (the “2024 Annual Report”) contains further discussions on our critical accounting policies and estimates.

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RESULTS OF OPERATIONS

Comparison of the three months ended ~~June~~September 30, 2025 and 2024

	Three months ended June 30,
	Three months ended September 30,
	2025						2024						Changes
	Amount			% of Revenue			Amount			% of Revenue			Amount			% of Change
Revenue:
Products	$	~~289~~28			~~100~~75.07	%	$	~~242~~316			100.0	%	$	47(288	)		19-91.41	%
Licensing and royalties		-9			024.03	%		-			0.0	%		-9			0.0	%
Total revenue		~~289~~37			100.0	%		~~242~~316			100.0	%		47(279	)		19-88.43	%
Cost of sales		~~212~~17			7345.49	%		~~187~~239			7775.36	%		25(222	)		13-92.49	%
Gross profit		7720			2654.61	%		5577			2224.74	%		22(57	)		40-74.0	%
Operating expenses:
Selling, marketing, general and administrative		~~927~~961			~~320~~2597.83	%		~~857~~904			~~354~~286.1	%		7057			86.23	%
Research and development		34			110.08	%		56			2.1.9	%		(2	)		-4033.03	%
		930			321.8	%		862			356.2	%		68			7.9	%
		965			2608.1	%		910			288.0	%		55			6.0	%
Operating loss		(~~853~~945	)		-~~295~~2554.21	%		(~~807~~833	)		-~~333~~263.56	%		(46112	)		513.74	%
Other income (expense):
Lease income		~~160~~196			55529.47	%		8988			3627.8	%		71108			79122.87	%
Other income		-6			016.02	%		~~184~~45			7614.02	%		(~~184~~39	)		-~~100~~86.07	%
Investment income		525			167.76	%		3453			1416.08	%		(2928	)		-8552.38	%
Interest income		~~163~~166			56448.46	%		~~240~~206			9965.2	%		(7740	)		-3219.14	%
		328			113.5	%		547			226.0	%		(219	)		-40.0	%
		393			1062.2	%		392			124.1	%		1			0.3	%
Loss from operations		(~~525~~552	)		-~~181~~1491.79	%		(~~260~~441	)		-~~107~~139.46	%		(~~265~~111	)		~~101~~25.92	%
Income taxes		-			0.0	%		-			0.0	%		-			0.0	%
Net loss		(~~525~~552	)		-~~181~~1491.79	%		(~~260~~441	)		-~~107~~139.46	%		(~~265~~111	)		~~101~~25.92	%
Net loss attributable to non-controlling interest		1-			0.30	%		1-			0.40	%		-			0.0	%
Net loss attributable to Liquidmetal Technologies shareholders	$	(~~524~~552	)		-~~181~~1491.39	%	$	(~~259~~441	)		-~~107~~139.06	%	$	(~~265~~111	)		~~102~~25.32	%

Revenue and operating expenses

Revenue. Total revenue ~~increased~~decreased by $47279 to $~~289~~37 for the three months ended ~~June~~September 30, 2025 from $~~242~~316 for the three months ended ~~June~~September 30, 2024. The ~~increase~~decrease was attributable to ~~increase~~decrease in product shipments primarily related to recurring customer orders and medical device orders.

Cost of Sales. Cost of sales was $~~212~~17, or 7345.49% of total revenue, for the three months ended ~~June~~September 30, 2025, as compared to $~~187~~239, or 7775.36% of total revenue, for the three months ended ~~June~~September 30, 2024. The increase in our cost of sales was primarily driven by lower ~~product~~general production revenues and higher mold tooling during Q2Q3 ~~2024~~2025 compared to Q2Q3 ~~2025~~2024. 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 $22 from $55 for the three months ended June 30, 2024 to $77 for the three months ended June 30, 2025. Our gross margin percentage increased slightly from Q2 2024 to Q2 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. 21

Selling, marketing, general, and administrative expenses. Selling, marketing, general, and administrative expenses increased by $70 to $927, or 320.8% of revenue, for the three months ended June 30, 2025 from $857, or 354.1% of revenue, for the three months ended June 30, 2024. The increase in expenses was primarily attributable to increase in payroll expenses, a one-time severance payment to an administrative staff, and stock compensation in Q2 2025 compared to Q2 2024.

Research and development expenses. Research and development expenses remained unchanged at $3, or 1.0% of revenue, for the three months ended June 30, 2025, and $5, or 2.1% of revenue, for the three months ended June 30, 2024. 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.

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Gross Profit. Our gross profit decreased by $57 from $77 for the three months ended September 30, 2024 to $20 for the three months ended September 30, 2025. Our gross margin percentage increased from Q3 2024 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 $57 to $961, or 2,597.3% of revenue, for the three months ended September 30, 2025 from $904, or 286.1% of revenue, for the three months ended September 30, 2024. The increase in expenses was primarily attributable to increase in payroll expenses, legal fees, travel expenses, and stock compensation in Q3 2025 compared to Q3 2024.

Research and development expenses. Research and development expenses remained unchanged at $4, or 10.8% of revenue, for the three months ended September 30, 2025, and $6, or 1.9% of revenue, for the three months ended September 30, 2024. 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.

Non-operational income and expenses

Investment income. Investment income relates to realized gains earned from our investments in debt securities for the respective periods. Investment income was $525 and $3453 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease during the three months ended ~~June~~September 30, 2025 is primarily due to ~~higher~~withdrawals ~~overall~~from ~~yields on~~ debt securities ~~as a result of an increase in overall interest rate increases by the government and holding onto debt securities until maturity~~.

Interest income. Interest income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest income was $~~160~~166 and $89206 for three months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease during the three months ended ~~June~~September 30, 2025 is primarily due to withdrawals from debt securities to fund our new joint venture.

Lease income. Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $~~160~~196 and $8988 for the three months ended ~~June~~September 30, 2025 and 2024, the increase in lease income was due to our tenant signing a new lease agreement with higher base rents.

Net loss. Our annual net losses of $~~525~~552 for the three months ended ~~June~~September 30, 2025 and $~~260~~441 for the three months ended ~~June~~September 30, 2024 are primarily reflective of operating expenses associated with our on-going business as well as non-operational income, discussed above.

Comparison of the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024

	Six months ended June 30,
	Nine months ended September 30,
	2025						2024						Changes
	Amount			% of Revenue			Amount			% of Revenue			Amount			% of Change
Revenue:
Products	$	~~571~~599			~~100~~98.05	%	$	~~415~~731			100.0	%	$	~~156~~(132	)		37-18.61	%
Licensing and royalties		-9			01.05	%		-			0.0	%		-9			0.0	%
Total revenue		~~571~~608			100.0	%		~~415~~731			100.0	%		~~156~~(123	)		37-16.68	%
Cost of sales		~~416~~433			7271.92	%		~~321~~560			7776.36	%		95(127	)		29-22.67	%
Gross profit		~~155~~175			2728.18	%		94171			2223.74	%		614			642.93	%
Operating expenses:
Selling, marketing, general and administrative		12,~~902~~863			~~333~~470.19	%		12,~~620~~524			~~390~~345.43	%		~~282~~339			1713.4	%
Research and development		711			1.28	%		915			2.21	%		(24	)		-2226.27	%
		1,909			334.3	%		1,629			392.5	%		280			17.2	%
		2,874			472.7	%		2,539			347.3	%		335			13.2	%
Operating loss		(12,~~754~~699	)		-~~307~~443.29	%		(12,~~535~~368	)		-~~369~~323.9	%		(~~219~~331	)		14.30	%
Other income (expense):
Lease income		~~249~~445			4373.62	%		~~179~~267			4336.15	%		70178			3966.17	%
Other income		28			01.43	%		~~266~~311			6442.15	%		(~~264~~303	)		-9997.24	%
Investment income		6893			1115.93	%		86139			2019.70	%		(1846	)		~~-20~~0.90	%
Interest income		~~342~~508			5983.96	%		~~430~~636			~~103~~87.60	%		(88128	)		-20.51	%
		661			115.8	%		961			231.6	%		(300	)		-31.2	%
		1,054			173.4	%		1,353			185.1	%		(299	)		-22.1	%
Loss from operations		(1,~~093~~645	)		-~~191~~270.46	%		(~~574~~1,015	)		-138.39	%		(~~519~~630	)		9062.41	%
Income taxes		-			0.0	%		-			0.0	%		-			0.0	%
Net loss		(1,~~093~~645	)		-~~191~~270.46	%		(~~574~~1,015	)		-138.39	%		(~~519~~630	)		9062.41	%
Net loss attributable to non-controlling interest		1			0.2	%		1			0.2	%		-			0.0	%
Net income attributable to non-controlling interest		1			0.2	%		1			0.1	%		-			0.0	%
Net loss attributable to Liquidmetal Technologies shareholders	$	(1,~~092~~644	)		-~~191~~270.24	%	$	(~~573~~1,014	)		-138.17	%	$	(~~519~~630	)		9062.61	%

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Revenue and operating expenses

Revenue. Total revenue ~~increased~~decreased by $~~156~~123 to $~~571~~608 for the ~~six~~nine months ended ~~June~~September 30, 2025 from $~~415~~731 for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~increase~~decrease was attributable to ~~increase~~a decrease in product shipments primarily related to recurring customer orders and medical device orders.

Cost of Sales. Cost of sales was $~~416~~433, or 7271.92% of total revenue, for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to $~~321~~560, or 7776.36% of total revenue, for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~increase~~decreease in our cost of sales was primarily driven by lower ~~product~~production part revenues during Q2Q3 ~~2024~~2025 compared to Q2Q3 ~~2025~~2024. 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 $614 from $94171 for the ~~six~~nine months ended ~~June~~September 30, 2024 to $~~155~~175 for the ~~six~~nine months ended ~~June~~September 30, 2025. Our gross margin percentage increased slightly from Q2Q3 2024 to Q2Q3 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 $~~282~~339 to $12,~~902~~863, or ~~333~~470.19% of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2025 from $12,~~620~~524, or ~~390~~345.43% of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase in expenses was primarily attributable to increase in payroll expenses, atravel ~~one-time~~expenses, ~~severance~~legal ~~payment to an administrative staff~~fees, and stock compensation in Q2Q3 2025 compared to Q2Q3 2024.

Research and development expenses. Research and development expenses remained unchanged at $711, or 1.28% of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2025, and $915, or 2.21% of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2024. 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.

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Non-operational income and expenses

Investment income. Investment income relates to realized gains earned from our investments in debt securities for the respective periods. Investment income was $6893 and $86139 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease during the ~~six~~nine months ended ~~June~~September 30, 2025 is primarily due to ~~higher~~withdrawals ~~overall~~from ~~yields on~~ debt securities ~~as a result of an increase in overall interest rate increases by the government and holding onto debt securities until maturity~~.

Interest income. Interest income relates to interest earned from our cash deposits and investments in debt securities for the respective periods. Interest income was $~~342~~508 and $~~430~~636 for ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease during the ~~six~~nine months ended ~~June~~September 30, 2025 is primarily due to withdrawals from debt securities to fund our new joint venture.

Lease income. Lease income relates to straight-line rental income received under the Facility Lease. Such amounts were $~~249~~445 and $~~179~~267 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, the increase in lease income was due to our tenant signing a new lease agreement with higher base rents.

Net loss. Our annual net losses of $1,~~093~~645 for the ~~six~~nine months ended ~~June~~September 30, 2025 and $~~574~~1,015 for the ~~six~~nine months ended ~~June~~September 30, 2024 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 $~~579~~1,325 and $~~143~~135 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The cash was primarily used to fund operating expenses related to our business and product development efforts.

Cash provided by (used in) investing activities

Cash provided by investing activities totaled $~~186~~3,804 and cash used in investing activities totaled $13,~~327~~812 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. Investing inflows primarily consist of proceeds from the sale of debt securities. Investing outflows primarily consist of purchases of debt securities.

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 ~~June~~September 30, 2025, we had $58,~~618~~490 in cash, as well as $1612,~~212~~616 in investments in debt securities. We view this total of $21,~~830~~106 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 the foreseeable future.

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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 ~~June~~September 30, 2025. Based on their evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2025.

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 ~~June~~September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1 – Legal Proceedings

None.

Item 1A – Risk Factors

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 2024 Annual Report. There have been no material changes from the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in the 2024 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.

Item 5 – Other Information

None.

Item 6 – Exhibits

The following documents are filed as exhibits to this Report:

Exhibit Number		Description of Document
31.1		Certification of Principal Executive Officer and Principal Financial Officer, Tony Chung, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Principal Financial Officer, Tony Chung, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1		The following financial statements from Liquidmetal Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025 (unaudited), formatted in Inline XBRL: (i) Consolidated Balance Sheets as of ~~June~~September 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iii) Consolidated Statements of Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iv) Consolidated Statements of Comprehensive Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and (vi) Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

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: August 13, 2025	/s/ Tony Chung
Date: November 13, 2025	/s/ Tony Chung
	Tony Chung
	Chief Executive Officer
	(Principal Executive Officer and Principal Financial Officer)

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