Does Apple own a cut of LQMT?
On August 10, 2010, Liquidmetal Technologies, Inc. (the “Company”) and Norden LLC (the “Investor”) entered into a Subscription Agreement (the “Subscription Agreement”) pursuant to which the Investor purchased 7,870,307 shares of the Company’s common stock for an aggregate price of $2,046,280. The transaction was approved and directed by the Company’s board of directors on August 2, 2010 contingent on the full payment of the Company’s 8% Senior Secured Convertible Notes (which occurred on August 5, 2010). The shares issued to Norden are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended, and are therefore subject to the resale restrictions set forth in Rule 144. The offer and sale of the shares to Investor was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, including pursuant to Rule 506 thereunder. The Investor is an “accredited investor” under Rule 506 and the offer and sale was made without any form of general solicitation and with full access to any information requested by Investor regarding the Company or the Company’s common stock.
The foregoing does not purport to be a complete description of the Subscription Agreement and is qualified by reference to the full text of such agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the three-month period ended September 30, 2010.
