Liqtech Internat SEC Filings

LiqTech International’s major shareholder group updated its ownership following recent financing moves. Funds managed by Bleichroeder, Bleichroeder Holdings LLC and Andrew Gundlach now beneficially own 6,882,239 common shares, equal to 20.9% of LiqTech’s outstanding stock.

The group bought 700,000 shares in LiqTech’s June 2026 underwritten public offering at $1.00 per share and converted $3,000,000 of promissory notes into 3,000,000 shares under a debt cancellation and exchange agreement. They also hold warrants to acquire up to 6,832,379 additional shares, subject to a 9.99% beneficial ownership limitation.

LiqTech International entered an underwriting agreement for a public stock offering of 20,000,000 common shares at $1.00 per share, for gross proceeds of about $20 million and expected net proceeds of roughly $18.0 million. The company plans to use these funds to repay $3.0 million of senior promissory notes and $1.1 million of 9.09% original issue discount promissory notes, with the balance for working capital and general corporate purposes, leaving no amounts outstanding under these notes. LiqTech also issued 3,000,000 shares in a concurrent private placement to cancel an additional $3.0 million of senior promissory notes, further reducing debt. The underwriter received a 45‑day option to buy up to 3,000,000 extra shares and warrants covering 4% of the shares sold, exercisable at $1.25 per share through June 8, 2029.

LiqTech International, Inc. is offering 20,000,000 shares of common stock at a public offering price of $1.00 per share to raise gross proceeds of $20.0 million. The offering registers underwriter warrants equal to 4% of shares sold exercisable at $1.25 for three years. Net proceeds are intended to: (i) repay the remaining $3.0 million of Senior Promissory Notes after a concurrent private placement, (ii) repay $1.1 million aggregate principal of the 9.09% OID Notes, and (iii) for working capital and general corporate purposes. The prospectus discloses a 45-day over-allotment option for up to 3,000,000 shares (15%) and estimates net proceeds to the company of approximately $18.0 million (or approximately $20.8 million if the over-allotment is exercised in full). Shares outstanding immediately after the offering are stated as 29,947,841 (or 32,947,841 if over-allotment exercised), excluding shares underlying the underwriter warrants.

LiqTech International entered a Debt Cancellation Agreement that will eliminate $6.0 million of senior promissory notes, contingent on the closing of a planned underwritten public offering under a Form S-1 registration statement.

Upon that closing, $3.0 million of the notes will be cancelled in exchange for shares of common stock at a deemed price equal to the public offering price, while the remaining $3.0 million plus all accrued interest will be repaid in cash. After these steps, the senior promissory notes will no longer be outstanding. The note holders will receive resale registration rights for the new shares, which are being issued as an unregistered private placement relying on Section 4(a)(2) and Rule 506(b).

LiqTech International, Inc. is registering 11,111,111 shares of common stock and 11,111,111 pre-funded warrants, plus the shares issuable upon warrant exercise, in a primary underwritten offering. The assumed public offering price is $1.80 per share, based on the Nasdaq Capital Market closing price on May 22, 2026.

Investors who would otherwise exceed 4.99% (or, at their election, 9.99%) ownership may buy pre-funded warrants instead of common stock. An over-allotment option allows the underwriter to buy up to an additional 1,666,666 shares. The company will also issue underwriter warrants equal to 4% of the securities sold.

LiqTech expects to use net proceeds to repay $3.0 million of remaining Senior Promissory Notes, repay $1.1 million of recently issued 9.09% original issue discount notes, and fund working capital and general corporate purposes. In a concurrent private placement, $3.0 million of Senior Promissory Notes will be cancelled in exchange for unregistered shares.

Bleichroeder and affiliated reporting persons filed an amended Schedule 13D on LiqTech International, Inc., disclosing significant equity and credit exposure. They beneficially own 3,182,239 shares of common stock, representing 33.7% of the 9,947,841 shares outstanding as of May 12, 2026.

The reporting persons also hold warrants to acquire up to 6,832,379 additional shares, subject to a 9.99% beneficial ownership limitation after exercise. Without this limit, they would be deemed to beneficially own 10,014,618 shares, or 61.5% of the outstanding stock. On May 22, 2026, funds they manage purchased 9.09% original discount promissory notes with an aggregate principal amount of $550,000, maturing in two months and initially bearing no interest.

If the notes are not repaid at maturity, they will accrue interest starting at 10% per annum, increasing by 1% each month unpaid, up to 16%, payable monthly. Proceeds are designated for working capital and general corporate purposes, and the reporting persons state they have sole voting and dispositive power over their 3,182,239 shares.

LiqTech International, Inc. is launching a primary offering of $20,000,000 of common stock, with an option for certain investors to buy pre-funded warrants instead of shares to stay below 4.99% or 9.99% ownership caps. The deal assumes an illustrative price of $1.80 per share, implying about 11.1 million new shares and potential over-allotment of up to an additional $3,000,000 of common stock. Shares outstanding would rise from 9,947,841 as of May 22, 2026 to about 21,058,952, excluding prefunded and underwriter warrants. Net proceeds are earmarked mainly to repay $3.0 million of remaining senior promissory notes, $1.1 million of 9.09% original issue discount notes, with the balance for working capital and general corporate purposes. A concurrent private placement will cancel another $3.0 million of senior notes in exchange for equity, further reducing debt but adding additional unregistered shares. The company estimates pro forma net tangible book value would increase from $0.76 to $1.22 per share, resulting in dilution of about $0.58 per new share at the assumed price.

LiqTech International, Inc. entered into a short-term financing agreement by issuing 9.09% original discount promissory notes with an aggregate principal amount of $1.1 million to affiliates of Bleichroeder L.P. and Laurence W. Lytton. The notes were sold for $1,000,000, reflecting a $100,000 original issue discount under a note purchase agreement containing customary terms.

The notes have a two-month term and bear no interest if repaid by maturity. If they are not repaid on time, they accrue interest at 10% per annum, increasing by 1% each month they remain unpaid, up to a maximum of 16% per annum, payable monthly. LiqTech plans to use the proceeds for working capital and general corporate purposes.