Liquidmetal Technologies (LQMT) moves audit engagement to Simon & Edward LLP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liquidmetal Technologies changed its independent auditor following an acquisition of its prior firm’s attest business. Simon & Edward LLP acquired the attest business of BCRG Group effective June 15, 2026. On June 26, 2026, Liquidmetal’s board dismissed BCRG and appointed Simon & Edward as the new independent registered public accounting firm.

BCRG’s audit reports on the company’s consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 contained no adverse opinions or disclaimers and were not qualified or modified. The company reports no disagreements or reportable events with BCRG through the interim period ended March 31, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Attest business acquisition date: June 15, 2026 Auditor dismissal and appointment date: June 26, 2026 Audited fiscal year-end: December 31, 2025 +2 more

5 metrics

Attest business acquisition date June 15, 2026 Effective date Simon & Edward acquired BCRG’s attest business

Auditor dismissal and appointment date June 26, 2026 Board dismissed BCRG and appointed Simon & Edward

Audited fiscal year-end December 31, 2025 BCRG audit report had no adverse opinion or modification

Prior audited fiscal year-end December 31, 2024 BCRG audit report had no adverse opinion or modification

Interim period end March 31, 2026 No disagreements or reportable events through this date

Key Terms

independent registered public accounting firm, attest business, disagreements, reportable events, +1 more

5 terms

independent registered public accounting firm financial

"approved the appointment of S&E as the Company’s new independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

attest business financial

"Simon & Edward LLP acquired, effective as of June 15, 2026, the attest business of BCRG Group"

disagreements regulatory

"there were no (i) “disagreements,” as described in Item 304(a)(1)(iv) of Regulation S-K"

reportable events regulatory

"or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Item 304(a)(1) of Regulation S-K regulatory

"as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions"

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:06 PM Accepted by SEC EDGAR 06/29/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2026

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31332	33-0264467
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant

On June 22, 2026, Liquidmetal Technologies, Inc., (the “Company”) was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June 15, 2026, the attest business of BCRG Group (“BCRG”). As a result of the transaction, on June 26, 2026, the Company’s Board of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by BCRG will now be provided by S&E.

The audit reports of BCRG on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through March 31, 2026, there were no (i) “disagreements,” as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and BCRG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BCRG’s satisfaction, would have caused BCRG to make reference to the subject matter of such disagreements in connection with its reports on the consolidated financial statements for such years and interim period or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through March 31, 2026, neither the Company nor anyone on its behalf consulted S&E regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that S&E concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided to BCRG a copy of the statements made in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is a letter from BCRG to the Securities and Exchange Commission, dated June 26, 2026, stating that it agrees with these statements.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

16.1		Letter from BCRG Group to the Securities and Exchange Commission, dated June 26, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: June 29, 2026	By:	/s/ Tony Chung
		Tony Chung Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditor did Liquidmetal Technologies (LQMT) disclose?

Liquidmetal Technologies’ board dismissed BCRG Group and appointed Simon & Edward LLP as its independent registered public accounting firm. The change follows Simon & Edward’s acquisition of BCRG’s attest business effective June 15, 2026, and will transfer audit services to the new firm.

Why was BCRG Group dismissed as Liquidmetal Technologies’ auditor?

BCRG Group was dismissed because Simon & Edward LLP acquired BCRG’s attest business effective June 15, 2026. Following this transaction, on June 26, 2026, Liquidmetal’s board replaced BCRG with Simon & Edward so that future audit services would be provided by the acquiring firm.

Did BCRG’s prior audit reports on Liquidmetal Technologies contain any adverse opinions?

BCRG’s audit reports on Liquidmetal’s consolidated financial statements for 2025 and 2024 contained no adverse opinions or disclaimers. They were also not qualified or modified for uncertainty, audit scope, or accounting principles, indicating standard, unmodified audit conclusions for those fiscal years.

Were there any disagreements between Liquidmetal Technologies and BCRG Group?

The company states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or audit scope during 2024, 2025, and the interim period through March 31, 2026. It also reports no reportable events as defined under Item 304(a)(1) of Regulation S-K.

Did Liquidmetal Technologies consult Simon & Edward before appointing them auditor?

Liquidmetal reports that neither it nor anyone on its behalf consulted Simon & Edward during 2024, 2025, or through March 31, 2026 on accounting principles, audit opinions, or issues involving disagreements or reportable events. The appointment therefore did not follow prior advisory consultations on specific accounting matters.

What document did BCRG Group provide to the SEC regarding this auditor change?

BCRG provided a letter to the SEC dated June 26, 2026, agreeing with Liquidmetal’s statements about the auditor change. This letter is filed as Exhibit 16.1, supporting the description of the dismissal, the absence of disagreements, and other required auditor-change disclosures.

Filing Exhibits & Attachments

5 documents