LIQUIDMETAL TECHNOLOGIES INC - Recent Material Event

Item 8.01.
Other Events.
 
On July 2, 2012, Liquidmetal Technologies, Inc. (the “Company”) completed the closing of the private placement that was previously described in the Form 8-K filed by the Company on July 2, 2012 (the “Private Placement”).  In the Private Placement, $12.0 million in principal amount of Senior Convertible Notes due on September 1, 2013 (the “Notes”) were issued pursuant to the terms of the Securities Purchase Agreement entered into among the Company and certain accredited investors on July 2, 2012.  The Private Placement resulted in gross proceeds of $12.0 million before placement agent fees and other expenses associated with the transaction.  As a part of the Private Placement, on July 2, 2012, the Company issued Warrants to the purchasers of the Notes giving them the right to purchase up to an aggregate of 18,750,000 shares of the Company’s common stock at an exercise price of $0.384 per share (the “Warrants”).  In addition, in connection with the Private Placement, the Company entered into a Registration Rights Agreement under which it agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of the Company’s common stock issuable pursuant to the Notes and Warrants.  The material terms of the Notes, Warrants, and Registration Rights Agreement are described in the Form 8-K previously filed by the Company on July 2, 2012.
 
 
 
 
SIGNATURE

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 hereunto duly authorized.

 
LIQUIDMETAL TECHNOLOGIES, INC.
   
  By: /s/ Tony Chung  
    Tony Chung
    Chief Financial Officer
     
Date:  July 3, 2012