Filing Analysis
Liquidmetal Technologies, Inc. announced a change in its independent registered public accounting firm following the acquisition of BCRG Group's attest business by Simon & Edward LLP (S&E). The company dismissed BCRG and appointed S&E as its new auditor effective June 26, 2026.
🚩 Red Flags
- Auditor change triggered by an acquisition of the existing auditor's business (BCRG) rather than a voluntary dismissal/disagreement, which can sometimes indicate administrative shifts but requires monitoring for continuity.
📋 Key Facts
- On June 15, 2026, Simon & Edward LLP (S&E) acquired the attest business of BCRG Group.
- The Board of Directors dismissed BCRG and appointed S&E as the new independent auditor on June 26, 2026.
- Previous audit reports for fiscal years ended Dec 31, 2025, and Dec 31, 2024, contained no adverse opinions or disclaimers.
- The company reported no disagreements with BCRG regarding accounting principles or auditing procedures through March 31, 2026.
Liquidmetal Technologies entered into a Shareholders Agreement on July 4, 2025, to form a joint venture in China named Hangzhou Feifeng Liquidmetal Co. Ltd. The venture aims to develop a manufacturing facility for amorphous metal products.
🚩 Red Flags
- Capital contribution from the partner (Mr. Liu) is deferred until May 2028 ($1.8M).
- Potential for future capital calls as determined by the Board.
- Termination clause triggered by three consecutive years of net losses, indicating high operational risk in the new entity.
📋 Key Facts
- Joint Venture (JV) ownership: 70% held by Liquidmetal Asia Holdings Limited; 30% held by Mr. Chong Liu.
- Initial capitalization of $6.0 million USD ($4.2M from Liquidmetal, $1.8M from Mr. Liu).
- Mr. Liu's capital contribution is due on or before May 25, 2028.
- The JV Board will consist of three directors: two appointed by Liquidmetal and one by Mr. Liu.
- Liquidmetal Asia holds the chair position on the Board; Professor Lugee Li will lead the JV initially.
- Agreement term is 50 years, with termination clauses for three consecutive years of net losses or material breach.
Liquidmetal Technologies, Inc. announced the appointment of its Chairman and Director, Professor Lugee Li, to a management role within its wholly owned subsidiary, Liquidmetal Asia Holdings Ltd., effective May 28, 2025.
🚩 Red Flags
- Related-party transaction: The individual being appointed to a paid officer position in a subsidiary is the current Chairman and Director of the parent company.
- Potential conflict of interest regarding compensation and time allocation between parent and subsidiary roles.
📋 Key Facts
- Professor Lugee Li appointed as officer and manager of Liquidmetal Asia Holdings Ltd. (LMAH) on May 28, 2025.
- The appointment is effective immediately.
- LMAH is a wholly owned subsidiary of Liquidmetal Technologies, Inc.
- Professor Li will receive an annual salary of $260,000 for this role.
- Responsibilities include management and implementation of Asia business development and operations.
Liquidmetal Technologies, Inc. announced the dismissal of its independent registered public accounting firm, M&K CPAs, PLLC, effective October 31, 2024, and the appointment of BCRG Group as its new auditor.
🚩 Red Flags
- Auditor change occurring after only ~5 months of engagement (May 2024 - Oct 2024).
- The previous auditor (M&K) did not issue an audit report during their tenure, suggesting a potential failure to complete the audit cycle or issues with financial readiness.
📋 Key Facts
- M&K CPAs, PLLC was dismissed as the Company's independent registered public accounting firm on October 31, 2024.
- The company stated that during M&K's engagement (May 8, 2024 – Oct 30, 2024), no audit report was issued.
- The Company claims there were no disagreements with M&K regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- BCRG Group has been appointed as the new independent registered public accounting firm to audit and review financial statements.
Liquidmetal Technologies, Inc. has dismissed its previous auditor, BF Borgers CPA PC, and appointed M&K CPAs, PLLC as its new independent registered public accounting firm for the 2024 fiscal year.
🚩 Red Flags
- Auditor change: The dismissal of a CPA firm is a high-risk event in micro-cap companies, often signaling potential difficulties in financial reporting or auditing processes.
- Rapid succession of filings: The company filed an 8-K on May 7 and another on May 9 regarding auditor changes, indicating rapid shifts in governance/oversight.
📋 Key Facts
- Dismissed BF Borgers CPA PC effective May 3, 2024 (previously reported on May 7, 2024).
- Engaged M&K CPAs, PLLC as the new independent auditor on May 8, 2024.
- The change applies to the fiscal year ending December 31, 2024.
- The company stated there were no disagreements with the former auditor regarding accounting principles or audit opinions.
Liquidmetal Technologies dismissed its independent auditor, BF Borgers CPA PC, effective May 3, 2024. The dismissal follows an SEC Order indicating that the firm is not permitted to appear or practice before the SEC.
🚩 Red Flags
- Auditor change triggered by an SEC Order against the accounting firm (extreme red flag).
- Potential for delayed financial reporting (non-compliance risk).
- The dismissal of an auditor due to regulatory sanctions on that auditor creates significant uncertainty regarding the reliability and continuity of financial oversight.
📋 Key Facts
- Effective date of auditor dismissal: May 3, 2024.
- The dismissed firm, BF Borgers CPA PC, is under an SEC Order prohibiting them from appearing or practicing before the Commission.
- The company stated there were no disagreements with the auditor regarding accounting principles or auditing scope prior to termination.
- The company expects delays in filing its Q1 2024 financial results and future SEC filings until a new firm is engaged.
Liquidmetal Technologies entered into a First Amendment to its License Agreement with Amorphology Inc. on March 15, 2024. This amendment expands the scope of the license for amorphous metal parts utilizing Engel injection molding machines and establishes royalty-bearing terms.
🚩 Red Flags
- The agreement excludes several key Asian markets (China, Japan, South Korea, etc.) from the license scope without explicit company consent requirements mentioned in this summary.
- License is non-exclusive, meaning competitors could potentially access similar technology through other channels.
📋 Key Facts
- Entered into First Amendment to License Agreement with Amorphology Inc. on March 15, 2024.
- Amended agreement grants a non-exclusive, worldwide license (excluding specific Asian territories) for amorphous metal parts using Engel injection molding machines.
- License excludes consumer electronics, jewelry, and certain luxury products.
- Royalty structure: Running royalty on Amorphology's sales of licensed products and sales to customers referred by Liquidmetal.
- Term: 5 years with automatic 1-year extensions unless terminated with 6 months' notice.
- Includes a right of first refusal for Amorphology to purchase Engel injection molding machines from the Company.