LiqTech Q3 net loss widens to $1.85M as revenue rises

Available on EDGAR 11/12/2026 - 08:07 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:06 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LiqTech International, Inc. reported third-quarter revenue of $4,396,894, up 15.5% from $3,807,274 a year earlier, while gross profit fell to $539,804 from $747,878 and gross margin was 12.3% versus 19.6%. Net loss widened to $1,849,872 from $1,459,762.

Revenue for the nine months was $12,896,966, down 3.6% from $13,382,304, and net loss was $7,626,666 versus $5,978,890. Operating cash use was $5,909,376. Cash was $13,885,650 as of September 30, 2026; management believes cash on hand and ongoing cash generated from operations will cover capital requirements and committed investments for the next 12 months, based on current projections subject to significant uncertainties.

A June public offering issued 20,000,000 shares at $1.00 per share and generated approximately $18.0 million in net proceeds. LiqTech settled $6.0 million of senior notes: $3.0 million through shares and $3.0 million in cash. Disclosure controls were ineffective as of September 30, 2026, due to material weaknesses; remediation is ongoing, and the weaknesses are not considered remediated until relevant controls operate for a sufficient period.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

How the balance works

Positive

• Major pointSenior notes: $6.0 million settled in June 2026. 59% of market cap

Negative

• Major pointDisclosure controls were ineffective as of September 30, 2026, due to material weaknesses.
• Moderate pointThird-quarter net loss widened to $1,849,872 year over year.

Filing Explained

As of September 30, 2026, LiqTech reported 32,947,841 common shares outstanding; it also reported 5,299,879 pre-funded warrants, 6,891,346 other warrants and 309,527 RSUs exercisable for common shares, which could add shares if exercised or settled and dilute existing holders.

Key Figures

Third-quarter revenue: $4,396,894 Third-quarter gross profit: $539,804 Third-quarter net loss: $1,849,872 +5 more

8 metrics

Third-quarter revenue $4,396,894 Three months ended September 30, 2026; $3,807,274 in the same period of 2025

Third-quarter gross profit $539,804 Three months ended September 30, 2026; $747,878 in the same period of 2025

Third-quarter net loss $1,849,872 Three months ended September 30, 2026; $1,459,762 in the same period of 2025

Nine-month revenue $12,896,966 Nine months ended September 30, 2026; $13,382,304 in the same period of 2025

Nine-month net loss $7,626,666 Nine months ended September 30, 2026; $5,978,890 in the same period of 2025

Cash and restricted cash $13,885,650 As of September 30, 2026

Net cash used in operating activities $5,909,376 Nine months ended September 30, 2026

Public offering net proceeds Approximately $18.0 million June 2026 offering, after underwriting discounts and commissions and estimated offering expenses

Key Terms

material weaknesses, net working capital, original issue discount, noncontrolling interest

4 terms

material weaknesses technical

"due to material weaknesses in internal controls over financial reporting"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

net working capital financial

"On September 30, 2026, we had cash of $13,885,650 and net working capital of $19,848,187"

Net working capital is the amount left when you subtract a company’s short-term bills (like accounts payable and short-term loans) from its short-term assets (cash, money owed to it, and inventory). Think of it as the cash cushion a business has to keep daily operations running — a bigger cushion means fewer short-term funding worries, while a small or negative number can signal pressure to raise cash or cut activity, which matters to investors assessing stability and short-term risk.

original issue discount financial

"reflecting an original issue discount of $0.1 million"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

noncontrolling interest financial

"the 10% noncontrolling interest is presented separately"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was LIQT's revenue in the third quarter of 2026?

LIQT reported third-quarter revenue of $4,396,894 for the three months ended September 30, 2026, compared with $3,807,274 in 2025, a 15.5% increase. Systems and Aftermarket and Filters and Membranes sales increased, while Components sales declined.

How much did LIQT raise in its June 2026 offering?

LiqTech issued 20,000,000 shares at $1.00 per share in the public offering and reported approximately $18.0 million in net proceeds after underwriting discounts and commissions and estimated offering expenses. It also issued the underwriter warrants to purchase up to 800,000 shares at $1.25 per share.

What is LIQT doing to address its material weaknesses?

Management said remediation is ongoing, including improving finance-team competencies and processes, evaluating an ERP reimplementation and other IT programs, and redesigning and documenting financial-reporting processes. The company stated the weaknesses are not considered remediated until the relevant controls operate for a sufficient period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

(Mark One) 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                                     to                                                       

Commission File Number: 001-36210

LiqTech International, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-1431677
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Industriparken 22C, DK 2750 Ballerup, Denmark
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  +45 3131 5941

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		LIQT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 11, 2026, there were 32,947,841 shares of Common Stock, $0.001 par value per share, outstanding. 

LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q

For the Period Ended September 30, 2026

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	5
Item 1. Financial Statements	5
Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025	5
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and September 30, 2025 (unaudited)	7
Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and September 30, 2025 (unaudited)	8
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended September 30, 2026 and September 30, 2025 (unaudited)	9
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and September 30, 2025 (unaudited)	11
Notes to Condensed Consolidated Financial Statements (unaudited)	13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	31
PART II. OTHER INFORMATION	32
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
SIGNATURES	34

2

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future political, legislative, economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. This is especially underlined by the potential impacts from the prevailing macro-economic uncertainty on the Company, including the related effects to our business operations, results of operations, cash flows, and financial position. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Forward-looking statements include, but are not limited to, statements concerning:

	●	The potential adverse effects on our operations and financial performance from armed conflicts or geopolitical tensions;
	●	The potential adverse impact of global trade restrictions, tariffs and geopolitical tensions on our business and supply chain;
	●	The potential negative impact of prolonged energy market volatility and supply disruptions on our business;
	●	The potential adverse impact of health crises, pandemics, and public health emergencies on our business, financial condition,  -and operations;
	●	Our dependence on a few major customers and the ability to maintain future relationships with one or more of these major customers;
	●	Our ability to operate with financial stability and secure access to external financing and adequate liquidity;
	●	Our ability to secure and source supplies of raw materials and key components in due time and at competitive prices;
	●	Our ability to achieve revenue growth and penetrate new markets;
	●	Our dependence on the expertise and experience of our management team and the retention of key employees;
	●	Our reliance and access to qualified personnel to expand our business;
	●	Our ability to adapt to potentially adverse changes in legislative, regulatory and political frameworks;
	●	Changes in interest rates or tightening of debt capital markets;
	●	Changes in emissions and environmental regulations, and potential further tightening of emission standards;

3

	●	The exposure to potentially adverse tax consequences;
	●	Our ability to compete under changing governmental standards by which our products are evaluated;
	●	The financial impact from the fluctuation and volatility of foreign currencies;
	●	The potential monetary costs of defending our intellectual property rights;
	●	Our ability to successfully protect our intellectual property rights and manufacturing know-how;
	●	The possibility of a dispute over intellectual property developed in conjunction with third parties with whom we have contractual relationships;
	●	The possibility that we could become subject to litigation that could be costly, limit or cancel our intellectual property rights or divert time and efforts away from our business operations;
	●	The potential negative impact to the sale of our products caused by technological advances of our competitors;
	●	The potential liability for environmental harm or damages resulting from technical faults or failures of our products;
	●	The possibility that an investor located within the United States may not be able to, or find it difficult to, enforce any judgments obtained in United States courts because a significant portion of our assets and some of our officers and directors may be located outside of the United States;
	●	The possibility that we may not be able to develop and maintain an effective system of internal control over financial reporting, leading to inaccurate reports of our financial results;
	●	The possibility of breaches in the security of our information technology systems;
	●	The liability risk of our compliance to environmental laws and regulations; and
	●	The potential negative impact of more stringent environmental laws and regulations as governmental agencies seek to improve minimum standards.

Any forward-looking statement made by us herein speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 

4

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2026				2025
Assets
Current Assets:
Cash and restricted cash		$	13,885,650			$	5,070,385
Accounts receivable, net			4,645,103				3,429,992
Inventories, net			5,910,674				6,479,321
Contract assets			942,033				733,851
Prepaid expenses and other current assets			444,446				245,702
Total Current Assets			25,827,906				15,959,251
Non-Current Assets:
Property and equipment, net			5,010,594				5,845,323
Operating lease right-of-use assets			3,968,856				4,643,680
Deposits and other assets			553,488				545,573
Intangible assets, net			24,046				36,125
Goodwill			239,449				248,145
Total Non-Current Assets			9,796,433				11,318,846
Total Assets		$	35,624,339			$	27,278,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

		September 30,				December 31,
		2026				2025
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	1,759,885			$	1,552,890
Accrued expenses			2,308,093				1,795,382
Line of credit			89,489				-
Current portion of finance lease liabilities			491,529				517,759
Current portion of operating lease liabilities			728,539				714,446
Contract liabilities			602,184				140,986
Total Current Liabilities			5,979,719				4,721,463
Non-Current Liabilities:
Deferred tax liability			60,331				63,654
Finance lease liabilities, net of current portion			1,001,646				1,415,908
Operating lease liabilities, net of current portion			3,240,317				3,929,234
Loan from related party			1,193,183				1,265,057
Notes payable, net of debt discounts			-				5,510,545
Total Non-Current Liabilities			5,495,477				12,184,398
Total Liabilities			11,475,196				16,905,861
Stockholders' Equity:
Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			-				-
Common stock; par value $0.001, 50,000,000 shares authorized and 32,947,841 and 9,627,064 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			32,948				9,627
Additional paid-in capital			131,974,124				110,427,993
Accumulated deficit			(102,359,515	)			(94,795,121	)
Accumulated other comprehensive loss			(5,375,052	)			(5,209,173	)
Total Stockholders' Equity			24,272,505				10,433,326
Noncontrolling Interest			(123,362	)			(61,090	)
Total Equity			24,149,143				10,372,236
Total Liabilities and Equity		$	35,624,339			$	27,278,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		For The Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Revenue		$	4,396,894			$	3,807,274			$	12,896,966			$	13,382,304
Cost of goods sold			3,857,090				3,059,396				11,597,879				12,024,792
				​				​				​				​
Gross Profit			539,804				747,878				1,299,087				1,357,512
				​				​				​				​
Operating Expenses:				​				​				​				​
Selling expenses			1,048,363				541,259				2,864,873				2,071,843
General and administrative expenses			997,203				1,270,195				4,001,123				4,171,764
Research and development expenses			289,108				269,426				836,987				742,105
				​				​				​				​
Total Operating Expenses			2,334,674				2,080,880				7,702,983				6,985,712
				​				​				​				​
Loss from Operations			(1,794,870	)			(1,333,002	)			(6,403,896	)			(5,628,200	)
				​				​				​				​
Other Income (Expense):				​				​				​				​
Interest and other income			80,398				64,354				119,633				197,710
Interest and other expense			(111,623	)			(63,391	)			(551,847	)			(175,140	)
Amortization of debt discount			-				(86,614	)			(489,455	)			(338,962	)
Gain (loss) on foreign currency transactions			(24,224	)			(39,932	)			(287,237	)			29,644
Gain (loss) on disposal of property and equipment			77				(1,552	)			(14,981	)			(65,016	)
				​				​				​				​
Total Other Expense			(55,372	)			(127,135	)			(1,223,887	)			(351,764	)
				​				​				​				​
Loss Before Income Taxes			(1,850,242	)			(1,460,137	)			(7,627,783	)			(5,979,964	)
				​				​				​				​
Income tax benefit			(370	)			(375	)			(1,117	)			(1,074	)
				​				​				​				​
Net Loss		$	(1,849,872	)		$	(1,459,762	)		$	(7,626,666	)		$	(5,978,890	)
				​				​				​				​
Net Loss attributable to noncontrolling interest			(11,955	)			(27,849	)			(62,272	)			(43,700	)
Net Loss attributable to LiqTech International, Inc.			(1,837,917	)			(1,431,913	)			(7,564,394	)			(5,935,190	)
				​				​				​				​
Loss Per Common Share – Basic and Diluted		$	(0.05	)		$	(0.10	)		$	(0.30	)		$	(0.40	)
				​				​				​				​
Weighted-Average Common Shares Outstanding – Basic and Diluted			38,247,720				14,916,470				24,845,406				14,916,470

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS (UNAUDITED)

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
				​				​				​				​
Net Loss		$	(1,849,872	)		$	(1,459,762	)		$	(7,626,666	)		$	(5,978,890	)
				​				​				​				​
Loss on foreign currency translation adjustments			(18,049	)			47,786				(165,879	)			1,190,561
				​				​				​				​
Total Other Comprehensive Loss		$	(1,867,921	)		$	(1,411,976	)		$	(7,792,545	)		$	(4,788,329	)
				​				​				​				​
Net loss attributable to non-controlling interests			11,955				27,849				62,272				43,700
				​				​				​				​
Total Other Comprehensive Loss Attributable to LiqTech International, Inc.		$	(1,855,966	)		$	(1,384,127	)		$	(7,730,273	)		$	(4,744,629	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

																		Accumulated								Non-
										Additional								Other				Total				controlled
		Common Stock								Paid-in				Accumulated				Comprehensive				Stockholders’				Interest in				Total
		Shares				Amount				Capital				Deficit				Income (Loss)				Equity				Subsidiaries				Equity
Balance at December 31, 2025			9,627,064			$	9,627			$	110,427,993			$	(94,795,121	)		$	(5,209,173	)		$	10,433,326			$	(61,090	)		$	10,372,236
Common stock issued in settlement of RSUs			394,226				394				(394	)			-				-				-				-				-
Tax withholdings paid related to stock-based compensation			(73,449	)			(73	)			(182,426	)			-				-				(182,499	)			-				(182,499	)
Stock-based compensation			-				-				218,325				-				-				218,325				-				218,325
Currency translation, net			-				-				-				-				(132,627	)			(132,627	)			-				(132,627	)
Net loss			-				-				-				(2,710,112	)			-				(2,710,112	)			-				(2,710,112	)
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(14,987	)			(14,987	)
Balance at March 31, 2026			9,947,841			$	9,948			$	110,463,498			$	(97,505,233	)		$	(5,341,800	)		$	7,626,413			$	(76,077	)		$	7,550,336
Common stock issued in settlement of RSUs			-				-				-				-				-				-				-				-
Tax withholdings paid related to stock-based compensation			-				-				-				-				-				-				-				-
Capital raise			20,000,000				20,000				18,077,051				-				-				18,097,051				-				18,097,051
Repayment of note			3,000,000				3,000				2,997,000				-				-				3,000,000				-				3,000,000
Stock-based compensation			-				-				218,325				-				-				218,325				-				218,325
Currency translation, net			-				-				-				-				(15,203	)			(15,203	)			-				(15,203	)
Net loss			-				-				-				(3,016,365	)			-				(3,016,365	)			-				(3,016,365	)
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(35,330	)			(35,330	)
Balance at June 30, 2026			32,947,841			$	32,948			$	131,755,874			$	(100,521,598	)		$	(5,357,003	)		$	25,910,221			$	(111,407	)		$	25,798,814
Common stock issued in settlement of RSUs			-				-				-				-				-				-				-				-
Stock-based compensation			-				-				218,250				-				-				218,250								218,250
Currency translation, net			-				-				-				-				(18,049	)			(18,049	)			-				(18,049	)
Net loss			-				-				-				(1,837,917	)			-				(1,837,917	)			-				(1,837,917	)
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(11,955	)			(11,955	)
Balance at September 30, 2026			32,947,841			$	32,948			$	131,974,124			$	(102,359,515	)		$	(5,375,052	)		$	24,272,505			$	(123,362	)		$	24,149,143

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

																		Accumulated								Non-
										Additional								Other				Total				controlled
		Common Stock								Paid-in				Accumulated				Comprehensive				Stockholders’				Interest in				Total
		Shares				Amount				Capital				Deficit				Income (Loss)				Equity				Subsidiaries				Equity
Balance at December 31, 2024			9,475,443			$	9,475			$	109,274,166			$	(86,267,438	)		$	(6,362,111	)		$	16,654,092				-			$	16,654,092
Common Stock issued in settlement of RSUs			158,975				159				(159	)			-				-				-				-				-
Tax withholdings paid related to stock-based compensation			(28,394	)			(28	)			(53,065	)			-				-				(53,093	)			-				(53,093	)
Warrants issued in connection with Senior Promissory Notes			-				-				220,000				-				-				220,000				-				220,000
Stock-based compensation			-				-				241,245				-				-				241,245				-				241,245
Currency translation, net			-				-				-				-				348,346				348,346				-				348,346
Net loss			-				-				-				(2,351,392	)			-				(2,351,392	)			-				(2,351,392	)
Capital contribution from noncontrolling interest			-				-				-				-				-								13,788				13,788
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(6,950	)			(6,950	)
Balance at March 31, 2025			9,606,024			$	9,606			$	109,682,187			$	(88,618,830	)		$	(6,013,765	)		$	15,059,198			$	6,838			$	15,066,036
Common stock issued in settlement of RSUs			8,019				8				(8	)			-				-				-				-				-
Stock-based compensation			-				-				230,553				-				-				230,553				-				230,553
Currency translation, net			-				-				-				-				795,338				795,338				(909	)			794,429
Net loss			-				-				-				(2,151,885	)			-				(2,151,885	)			-				(2,151,885	)
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(8,901	)			(8,901	)
Balance at June 30, 2025			9,614,043			$	9,614			$	109,912,732			$	(90,770,715	)		$	(5,218,427	)		$	13,933,204			$	(2,972	)		$	13,930,232
Common stock issued in settlement of RSUs			13,021				13				(13	)			-				-				-								-
Stock-based compensation			-				-				258,537				-				-				258,537								258,537
Currency translation, net			-				-				-				-				47,786				47,786				65				47,851
Net loss			-				-				-				(1,431,913	)			-				(1,431,913	)							(1,431,913	)
Net loss attributable to noncontrolling interest			-				-				-				-				-				-				(27,849	)			(27,849	)
Balance at September 30, 2025			9,627,064			$	9,627			$	110,171,256			$	(92,202,628	)		$	(5,170,641	)		$	12,807,614			$	(30,756	)		$	12,776,858

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the Nine Months Ended
		September 30,
		2026				2025
Cash Flows from Operating Activities:
Net loss		$	(7,626,666	)		$	(5,978,890	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization			924,574				1,316,217
Amortization of debt discount and accrued interest			489,455				338,962
Stock-based compensation			654,900				730,335
Amortization of right-of-use assets			523,674				434,762
Deferred taxes			(1,117	)			(1,075	)
Loss (gain) on disposal of property and equipment			(14,981	)			65,016
Changes in assets and liabilities:
Accounts receivable			(1,365,494	)			(1,010,624	)
Inventories			310,564				(190,640	)
Contract assets			(239,185	)			863,564
Prepaid expenses and other current assets			(236,201	)			(129,992	)
Accounts payable			265,656				486,819
Accrued expenses			452,443				(416,828	)
Operating lease liabilities			(523,674	)			(434,762	)
Contract liabilities			476,676				(49,985	)
Net Cash used in Operating Activities			(5,909,376	)			(3,977,121	)
Cash Flows from Investing Activities:
Purchase of property and equipment			(295,634	)			(228,928	)
Proceeds from the disposal of property and equipment			20,021				55,789
Net Cash used in Investing Activities			(275,613	)			(173,139	)
Cash Flows from Financing Activities:
Repayments of finance lease liabilities			(381,157	)			(381,755	)
Proceeds from issuance of common stock, net of discounts and commissions			18,106,656				-
Proceeds from related party loan			-				1,149,085
Proceeds from line of credit			91,512				-
Payments on notes payable			(4,000,000	)			-
Proceeds from notes payable			1,000,000				-
Acquisition of common stock for tax withholding obligations			(182,499	)			-
Capital contribution from noncontrolling interest			-				19,694
Net Cash provided by (used in) Financing Activities			14,634,512				787,024
Effect of exchange rate changes on cash, cash equivalents and restricted cash			365,742				(151,468	)
Net Change in Cash, Cash Equivalents, and Restricted Cash			8,815,265				(3,514,704	)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period			5,070,385				10,868,728
Cash, Cash Equivalents, and Restricted Cash at End of Period		$	13,885,650			$	7,354,024

The accompanying notes are an integral part of these condensed consolidated financial statements.

11

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the Nine Months Ended
		September 30,
		2026				2025
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	435,217			$	132,997
Non-Cash Investing and Financing Activities
Financed purchases of property and equipment			-				149,407
Issued common stock for debt cancellation		$	3,000,000			$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

12

LIQTECH INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND OTHER INFORMATION

The accompanying unaudited condensed consolidated financial statements of LiqTech International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements.

The  December 31, 2025 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended  December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2026. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Company’s Annual Report on Form 10-K.

In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company has adopted this standard.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). This guidance contains amendments that provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company has adopted this standard.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

13

 

NOTE 2– NONCONTROLLING INTEREST AND LOANS FROM RELATED PARTIES

In January 2025, the Company established a joint venture Nantong JiTRI LiqTech Green Energy Technology Co., Ltd (the “JV”) in which it holds a 90% ownership interest. The remaining 10% is owned by an unrelated third party. The primary focus of the JV is to develop and commercialize systems for the marine water treatment market in China. The JV is fully consolidated in the Company’s condensed financial statements, and the 10% noncontrolling interest is presented separately in the consolidated balance sheet within equity and in the consolidated statement of operations as a component of net income (loss).

As part of the JV agreement, the Company has agreed to make our technology utilization available to the JV and to transfer the utilization rights necessary for operations in the marine water treatment market in China. In February 2025, the JV received R&D funding of RMB 8,000,000 (approximately USD 1.2 million) from the JV partner to support capability development and system construction. The funding is classified as a long-term loan in the financial statements and may be increased to up to RMB 10,000,000 if certain technical and commercial milestones are achieved.

The loan bears a fixed annual interest rate of 12% per annum and has no set maturity date. At the sole discretion of LiqTech, the loan may be either converted into equity of the JV in connection with future capital increases or equity injections, or it may be repaid in full with accrued interest. There is no separate default rate beyond the stated contractual interest, and no mandatory repayment terms exist unless elected by the Company.

As of  September 30, 2026, the noncontrolling interest in the JV amounted to $(123,362) and reflects the third party’s share of the JV’s net assets and net loss for the period.

14

 

NOTE 3– DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

The Company operates through three reportable segments: Systems and Aftermarket, Filters and Membranes, and Components. Each segment comprises multiple sub-segments that leverage a shared production infrastructure and centralized supporting functions. The Company’s Chief Operating Decision-Maker (“CODM”) is Executive Management, consisting of the Chief Executive Officer, and Chief Financial & Operating Officer. Revenue information at both the segment and sub-segment levels is reviewed regularly as part of daily operational management. Profitability and asset information is available and evaluated at the segment level on a monthly basis. Resource allocation decisions are made at the segment level and are assessed on a quarterly basis.

The Company sells products throughout the world, and sales by geographical region are as follows for the three and nine months ended September 30, 2026 and 2025:

​

​

For the Three Months

​

​

For the Nine Months

​

​

​

Ended September 30,

​

​

Ended September 30,

​

Revenues

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Americas

​

$

937,481

​

​

$

387,208

​

​

$

1,641,057

​

​

$

3,873,979

​

Asia-Pacific

​

​

464,868

​

​

​

478,073

​

​

​

2,102,546

​

​

​

988,941

​

Europe

​

​

2,992,375

​

​

​

2,995,961

​

​

​

9,151,193

​

​

​

8,450,491

​

Middle East & Africa

​

​

2,170

​

​

​

(53,968

)

​

​

2,170

​

​

​

68,893

​

Total revenue

​

$

4,396,894

​

​

$

3,807,274

​

​

$

12,896,966

​

​

$

13,382,304

​

The Company’s reportable segment information for the three and nine months ended September 30, 2026 and 2025 were as follows:

​

​

For the Three Months

​

​

For the Nine Months

​

​

​

Ended September 30,

​

​

Ended September 30,

​

Revenues

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Systems and Aftermarket

​

$

2,386,945

​

​

$

1,975,848

​

​

$

6,584,608

​

​

$

7,112,266

​

Filters and Membranes

​

​

1,085,777

​

​

​

812,246

​

​

​

3,434,389

​

​

​

3,065,504

​

Components

​

​

683,757

​

​

​

1,019,180

​

​

​

2,637,554

​

​

​

3,204,534

​

Corporate

​

​

240,415

​

​

​

-

​

​

​

240,415

​

​

​

-

​

Total revenues

​

$

4,396,894

​

​

$

3,807,274

​

​

$

12,896,966

​

​

$

13,382,304

​

​

​

For the Three Months

​

​

For the Nine Months

​

​

​

Ended September 30,

​

​

Ended September 30,

​

Cost of goods sold

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Systems and Aftermarket

​

$

1,821,677

​

​

$

1,353,323

​

​

$

4,976,078

​

​

$

5,383,059

​

Filters and Membranes

​

​

1,207,011

​

​

​

971,657

​

​

​

3,948,399

​

​

​

4,109,972

​

Components

​

​

554,068

​

​

​

733,328

​

​

​

2,399,068

​

​

​

2,527,618

​

Corporate

​

​

274,334

​

​

​

1,088

​

​

​

274,334

​

​

​

4,143

​

Total cost of goods sold

​

​$

3,857,090

​

​

​$

3,059,396

​

​

​$

11,597,879

​

​

​$

12,024,792

​

15

 

​

​

For the Three Months

​

​

For the Nine Months

​

​

​

Ended September 30,

​

​

Ended September 30,

​

Operating expenses

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Systems and Aftermarket

​

$

894,036

​

​

$

706,956

​

​

$

2,532,805

​

​

$

1,973,905

​

Filters and Membranes

​

​

432,335

​

​

​

439,684

​

​

​

1,346,427

​

​

​

1,227,658

​

Components

​

​

310,301

​

​

​

333,096

​

​

​

1,067,280

​

​

​

874,335

​

Corporate

​

​

698,002

​

​

​

601,144

​

​

​

2,756,471

​

​

​

2,909,814

​

Total operating expenses

​

​$

2,334,674

​

​

$​

2,080,880

​

​

​$

7,702,983

​

​

​$

6,985,712

​

​

​

For the Three Months

​

​

For the Nine Months

​

​

​

Ended September 30,

​

​

Ended September 30,

​

Other Expenses

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Systems and Aftermarket

​

$

5,302

​

​

$

74,106

​

​

$

48,331

​

​

$

333,652

​

Filters and Membranes

​

​

21,395

​

​

​

27,509

​

​

​

66,949

​

​

​

148,632

​

Components

​

​

2,227

​

​

​

2,258

​

​

​

11,120

​

​

​

7,951

​

Corporate

​

​

26,448

​

​

​

23,262

​

​

​

1,097,487

​

​

​

(138,471

)

Total other expenses

​

​$

55,372

​

​

​$

127,135

​

​

​$

1,223,887

​

​

​$

351,764

​

​	​	For the Three Months						​	​	For the Nine Months						​
​	​	Ended September 30,						​	​	Ended September 30,						​
Net loss	​	2026		​	​	2025		​	​	2026		​	​	2025		​
Systems and Aftermarket	​	$	(334,070	)	​	$	(158,537	)	​	$	(972,606	)	​	$	(578,350	)
Filters and Membranes	​	​	(574,964	)	​	​	(626,604	)	​	​	(1,927,386	)	​	​	(2,420,758	)
Components	​	​	(182,839	)	​	​	(49,126	)	​	​	(839,914	)	​	​	(204,295	)
Corporate	​	​	(757,999	)	​	​	(625,495	)	​	​	(3,886,760	)	​	​	(2,775,487	)
Total net loss	​	​$	(1,849,872	)	​	​$	(1,459,762	)	​	​$	(7,626,666	)	​	​$	(5,978,890	)

		As of
		September 30,				December 31,
Total assets		2026				2025
Systems and Aftermarket		$	10,951,938			$	10,210,357
Filters and Membranes			8,689,356				10,139,656
Components			1,780,797				1,942,818
Corporate			14,202,248				4,985,266
Total assets		$	35,624,339			$	27,278,097

16

 

NOTE 4– ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following on  September 30, 2026, and  December 31, 2025:

		September 30,				December 31,
		2026				2025
Trade accounts receivable		$	4,820,239			$	3,567,961
Allowance for current expected credit losses			(175,136	)			(137,969	)
Total accounts receivable, net		$	4,645,103			$	3,429,992

The roll-forward of the current expected credit losses for the periods ended  September 30, 2026 and  December 31, 2025 is as follows: 

		September 30,				December 31,
		2026				2025
Allowance for current expected credit losses at the beginning of the period		$	137,969			$	637,556
Bad debt expense			42,002				29,439
Receivables written off during the period			-				(608,331	)
Effect of exchange rate changes			(4,835	)			79,305
Allowance for current expected credit losses at the end of the period		$	175,136			$	137,969

17

 

NOTE 5– INVENTORIES

Inventories consisted of the following on  September 30, 2026, and  December 31, 2025:

		September 30,				December 31,
		2026				2025
Raw materials		$	3,377,531			$	3,282,184
Work in process			1,834,312				2,402,158
Finished goods and filtration systems			1,579,945				1,755,674
Reserve for obsolescence			(881,114	)			(960,695	)
Total inventories, net		$	5,910,674			$	6,479,321

Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movements, expected useful lives, and estimated future demand for the products.

NOTE 6– CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets and Contract liabilities for the periods ended  September 30, 2026 and  December 31, 2025 is as follows:

		September 30,				December 31,
		2026				2025
Cost incurred		$	113,465			$	1,750,757
VAT			315,451				234,984
Other receivables			277,649				10,826
Prepayments			(366,716	)			(1,403,702	)
		$	339,849			$	592,865
Distributed as follows:
Contract assets		$	942,033			$	733,851
Contract liabilities			(602,184	)			(140,986	)
		$	339,849			$	592,865

NOTE 7– LEASES

The Company leases certain vehicles, real property, production equipment and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable leases for production and office space in Hobro and Copenhagen, Denmark. 

18

 

During the nine months ended September 30, 2026, cash paid for amounts included for the measurement of finance lease liabilities was $381,157 and the Company recorded finance lease expenses in other income (expenses) of $85,675.

During the nine months ended September 30, 2026, cash paid for amounts included for the measurement of operating lease liabilities was $740,340 and the Company recorded operating lease expense of $741,974.

Supplemental balance sheet information related to leases as of  September 30, 2026 and  December 31, 2025 was as follows:

		September 30,				December 31,
		2026				2025
Operating leases:
Operating lease right-of-use assets		$	3,968,856			$	4,643,680
Operating lease liabilities – current		$	728,539			$	714,446
Operating lease liabilities – long-term		$	3,240,317				3,929,234
Total operating lease liabilities		$	3,968,856			$	4,643,680
Finance leases:
Property and equipment, at cost		$	4,429,852			$	4,590,723
Accumulated depreciation			(1,916,030	)			(1,703,252	)
Property and equipment, net		$	2,513,822			$	2,887,471
Finance lease liabilities – current		$	491,529			$	517,759
Finance lease liabilities – long-term			1,001,646				1,415,908
Total finance lease liabilities		$	1,493,175			$	1,933,667
Weighted average remaining lease term:
Operating leases			4.6				6.0
Finance leases			1.8				2.5
Weighted average discount rate:
Operating leases			6.6	%			6.7	%
Finance leases			5.2	%			5.3	%

Maturities of lease liabilities at  September 30, 2026 were as follows:

		Operating				Finance
		Leases				Leases
2026			241,849				149,893
2027			968,216				1,137,055
2028			819,725				121,672
2029			519,469				171,382
2030			517,353				27,143
Thereafter			1,821,768				16,692
Total payment under lease agreements			4,888,380				1,623,837
Less imputed interest			(919,524	)			(130,662	)
Total lease liabilities		$	3,968,856			$	1,493,175

19

 

NOTE 8 – DEBT

The components of notes payable - related party are as follows:

		September 30,				December 31,
		2026				2025
Senior promissory notes		$	-			$	6,000,000
Less: unamortized debt discount			-				(489,455	)
Total senior promissory notes payable, net		$	-			$	5,510,545
Senior promissory notes payable, less current portion			-				5,510,545
Total senior promissory notes payable, net		$	-			$	5,510,545

For the nine months ended September 30, 2026, and 2025, the Company recognized amortization of debt discount of $489,455 and $338,962, respectively. During the nine months ended September 30, 2026  interest of $261,370 was recognized. The note including interest was repaid in June 2026.   

On May 22, 2026, the Company entered into a short-term financing arrangement with related parties pursuant to which it issued promissory notes in an aggregate principal amount of $1.1 million for cash proceeds of $1.0 million, reflecting an original issue discount of $0.1 million. One counterparty to the financing arrangement is considered to be a related party per ASC 850-10-50-1 as they own greater than 10% of outstanding common shares of the Company as of September 30, 2026.The notes had an initial term of two months and the proceeds were used for working capital requirements. On July 22, 2026, the Company fully repaid the outstanding promissory notes of $1,100,000, inclusive of the original issue discount. Following the repayment, the Company had no remaining obligations under the notes

In May 2026, the Company entered into an $88,428 (RMB 600,000) credit facility with Bank of Jiangsu, available through May 21, 2027. Borrowings under the facility are subject to the bank’s approval, with interest rates and other terms determined at the time of each individual borrowing.

On June 8, 2026, the Company fully settled its $6.0 million senior promissory notes. The senior promissory notes are considered related party transactions as they are with one of the the same investors as the short-term financing arrangement. Of the outstanding principal, $3.0 million was settled through the issuance of 3.0 million shares of common stock at $1.00 per share, and the remaining $3.0 million was repaid in cash, together with accrued interest. Following the transaction, no amounts remained outstanding under the senior promissory notes.

NOTE 9 – AGREEMENTS AND COMMITMENTS

Contingencies – From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

Product Warranties – The Company provides a standard warranty for its systems, generally for a period of one to three years after customer acceptance. The Company estimates the costs that may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.

In addition, the Company sells an extended warranty for certain systems, which generally provides a warranty for up to four years from the date of commissioning. The specific terms and conditions of the warranties vary depending upon the product sold and the country in which the installation occurred. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.

The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and the cost per claim.

Changes in the Company’s current and long-term warranty obligations included in accrued expenses on the balance sheet, as of  September 30, 2026 and  December 31, 2025, were as follows:

		September 30,				December 31,
		2026				2025
Balance at January 1		$	524,828			$	621,031
Changes in warranty estimates charged to cost of goods sold			(130,547	)			(87,466	)
Utilization charges against reserve			-				(78,958	)
Foreign currency effect			(15,506	)			70,221
Balance at the end of the period		$	378,775			$	524,828

20

 

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock – The Company has 50,000,000 authorized shares of Common Stock, $0.001 par value. As of  September 30, 2026 and  December 31, 2025, there were 32,947,841 and 9,627,064 shares of Common Stock issued and outstanding, respectively.

Stock Issuances 

During the nine months ended September 30, 2026, the Company has made the following issuances of Common Stock: 

On January 26, 2026, the Company issued 136,998 shares of Common Stock to settle RSUs. The RSUs were valued at $271,256 for services provided by the Company's board of directors (the "Board of Directors") in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended  December 31, 2025. 

On January 27, 2026, the Company issued 63,149 shares of Common Stock to settle RSUs. The RSUs were valued at $137,549 for services provided by the Company's Senior Leadership Team (the "SLT") in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended  December 31, 2025.

On January 27, 2026, the Company issued 87,374 shares of Common Stock to settle RSUs. The RSUs were valued at $230,741 for services provided by management in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended  December 31, 2025. In connection with the issuance, 67,840 shares of Common Stock, with a total value of $172,198, were withheld from vesting to settle tax withholdings associated with stock-based compensation.

On February 12, 2026, the Company issued 7,389 shares of Common Stock to settle RSUs. The RSUs were valued at $14,630 for services provided by the Company's SLT in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended  December 31, 2025. 

On February 12, 2026, the Company issued 25,867 shares of Common Stock to settle RSUs. The RSUs were valued at $47,337 for services provided by management in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended  December 31, 2025. In connection with the issuance, 5,589 shares of Common Stock, with a total value of $10,228, were withheld from vesting to settle tax withholdings associated with stock-based compensation.

On June 8, 2026, the Company issued 20,000,000 shares of Common Stock in a public offering. The shares were priced at $1.00 per share, and net proceeds before Company advisor costs was $18,400,000. Total underwriting discounts and offering costs were $293,344.

On June 8, 2026, the Company issued 3,000,000 shares of Common stock at a share price of $1.00 in exchange for the cancellation of $3.0 million of outstanding senior promissory notes in a private placement. The remaining $3.0 million of outstanding senior promissory notes were repaid with cash. The shares were issued to a related party investor, who is the same related party as noted in Note 8

Warrants 

On June 8, 2026, the Company issued 800,000 underwriter warrants to the underwriter in the public offering. The warrants have an exercise price of $1.25. The warrants were classified as equity instruments and measured at fair value using the Black-Scholes option pricing model. As the warrants were issued as compensation for services directly attributable to the public offering, their fair value of $512,192 was recorded as an increase to additional paid-in capital with an equal reduction to additional paid-in capital as an equity issuance cost. Accordingly, the issuance of the warrants had no impact on net income or total stockholders’ equity.

The following is a summary of the periodic changes in warrants outstanding for the nine months ended September 30, 2026, and 2025:

		2026				2025
Outstanding, December 31			11,391,225				11,391,225
Warrants issued in connection with public offering and private placement			800,000				-
Outstanding, September 30			12,191,225				11,391,225

21

 

Stock-based Compensation 

Directors of the Company receive share compensation consisting of annual grants of $36,750 ($73,500 for the Chairman of the Board) in RSUs per annum with one-year vesting.

In 2022, the Company adopted an Equity Incentive Plan (the “2022 Incentive Plan”). Under the terms and conditions of the 2022 Incentive Plan, the Board of Directors is empowered to grant stock awards, including RSUs, to officers and directors of the Company. At  September 30, 2026, 309,527 RSUs were granted and outstanding under the 2022 Incentive Plan.

The Company recognizes compensation costs for RSU grants to Directors and management based on the stock price on the date of the grant.

The Company recognized stock-based compensation expense related to RSU grants of $218,325 and $230,552 for the three-month periods ended  September 30, 2026, and 2025, respectively. On  September 30, 2026, the Company had $ 990,568 of unrecognized compensation cost related to non-vested stock grants.

A summary of the status of the RSUs as of  September 30, 2026 and changes during the period are presented below:

		September 30, 2026
						Weighted
						Average				Aggregated
		Number of				Grant-Date				Intrinsic
		units				Fair value				Value
Outstanding, December 31, 2025			703,753			$	2.21			$	-
Vested and settled with share issuance			(320,777	)			2.19				-
Forfeited			(73,449	)			2.48				-
Outstanding, September 30, 2026			309,527			$	2.17			$	-

22

 

NOTE 11 – LOSS PER SHARE

Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. For the periods where there is a net loss, stock options, warrants, and RSUs have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Consequently, the weighted average number of shares of Common Stock used to calculate both basic and diluted net loss per common share is the same for the reported periods.

As of  September 30, 2026, the Company had 309,527 RSUs, 5,299,879 prefunded warrants, and 6,891,346 warrants, all exercisable for shares of Common Stock.

As of  September 30, 2025, the Company had 609,385 RSUs, 5,299,879 prefunded warrants, and 6,091,346 warrants, all exercisable for shares of Common Stock.

NOTE 12 – SIGNIFICANT CUSTOMERS AND CONCENTRATIONS

The following table presents customers accounting for 10% or more of the Company’s revenue:

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2026				2025				2026				2025
Customer A			15	%			*	%			11	%			*	%
Customer B			11	%			*	%			*	%			*	%
Customer C			10	%			*	%			*	%			*	%
Customer D			*	%			13	%			*	%			*	%
Customer E			*	%			*	%			*	%			15	%
				%				%				%				%

* Zero or less than 10%

The following table presents customers accounting for 10% or more of the Company’s Accounts receivable:

		September 30,				December 31,
		2026				2025
Customer A			23	%			11	%
Customer B			11	%			*	%
Customer C			10	%			*	%
Customer D			*	%			18	%
Customer E			*	%			22	%

* Zero or less than 10%

As of  September 30, 2026, approximately 91% of the Company’s assets were located in Denmark, 3% were located in China, and 6% were located in the U.S. As of  December 31, 2025, approximately 97% of the Company’s assets were located in Denmark, 3% were located in China, and 0% were located in the U.S.

NOTE 13 – SUBSEQUENT EVENTS

None.

23

 

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition, the following discussion should be read in conjunction with our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2026 and the financial statements and notes thereto. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Overview

LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. We specialize in three business areas: ceramic membranes and membrane incorporated liquid filtration systems, ceramic diesel particulate filters (DPFs) to control soot exhaust particles and black carbon emission from diesel engines, and plastic components for usage across various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on innovative silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our offices in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark. We assemble our marine water treatment systems in China with silicon carbon membranes delivered from Denmark.

The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly-owned subsidiaries, which we collectively refer to herein as our “Subsidiaries”.  

At present, we conduct our operations in the Kingdom of Denmark, the U.S. and China, with locations in the Copenhagen area, Hobro, Fort Worth, US and Nantong, China.

Our Strategy

Our strategy is to leverage our core competencies in material science, advanced filtration, systems integration, and application knowledge, creating differentiated products with compelling value propositions to penetrate attractive end markets with customer needs and regulatory tailwind. Essential imperatives associated with our strategy include the following:

	●	Develop and reinforce new products and applications to provide clean water and reduce pollution. We currently provide water filtration systems for commercial pool owners, dual fuel marine vessels, shipowners, and ship operators as well as tailored filtration systems for oil & gas operators, industrial operators and services companies. We are expanding our range of products to better leverage existing customer relationships and develop new relationships within the oil & gas, marine, chemical, and other industries.
	●	Better penetration of existing end markets where our value proposition is strong. We have successfully sold products and installed systems into several end market segments--including automotive/transportation, clean water and pool filtration, marine, industrial wastewater, chemical/petrochemical, and oil & gas applications. We are focused on targeting and developing new customers in these end markets while working with distributors, agents, and partners to access other important geographic markets.
	●	Develop new end markets for our core products and applications. Our existing products and systems are relevant for and valuable to other end markets, and we regularly evaluate opportunities to develop strategic partners to perfect new applications and validate associated value propositions.
	●	Optimization of operation efficiency. We focus on sales & operations planning, supply chain stability and product cost reduction.

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Results of Operations

The financial information below is derived from our unaudited condensed consolidated financial statements included elsewhere in this report. 

Comparison of the Three Months Ended September 30, 2026, and September 30, 2025

The following table sets forth our revenues, expenses, and net loss for the three months ended September 30, 2026, and 2025:

		Three Months Ended September 30,
																		Period to Period Change
						As a %								As a %								Percent
		2026				of Sales				2025				of Sales				Variance				%
Revenue		$	4,396,894				100.0	%		$	3,807,274				100.0	%		$	589,620				15.5	%
Cost of goods sold			3,857,090				87.7				3,059,396				80.4				797,694				26.1
Gross Profit (Loss)			539,804				12.3				747,878				19.6				(208,074	)			(27.8	)
Operating Expenses
Selling expenses			1,048,363				23.8				541,259				14.2				507,104				93.7
General and administrative expenses			997,203				22.7				1,270,195				33.4				(272,992	)			(21.5	)
Research and development expenses			289,108				6.6				269,426				7.1				19,682				7.3
Total Operating Expenses			2,334,674				53.1				2,080,880				54.7				253,794				12.2
Loss from Operation			(1,794,870	)			(40.8	)			(1,333,002	)			(35.0	)			(461,868	)			34.6
Other Income (Expense)
Interest and other income			80,398				1.8				64,354				1.7				16,044				24.9
Interest expense			(111,623	)			(2.5	)			(63,391	)			(1.7	)			(48,232	)			76.1
Amortization of debt discount			-				-				(86,614	)			(2.3	)			86,614				(100.0	)
Gain (loss) on foreign currency transactions			(24,224	)			(0.6	)			(39,932	)			(1.0	)			15,708				(39.3	)
Gain (loss) on disposal of property and equipment			77				0.0				(1,552	)			(0.0	)			1,629				(105.0	)
Total Other Income (Expense)			(55,372	)			(1.3	)			(127,135	)			(3.3	)			71,763				(56.4	)
Loss Before Income Taxes			(1,850,242	)			(42.1	)			(1,460,137	)			(38.4	)			(390,105	)			26.7
Income tax benefit			(370	)			(0.0	)			(375	)			(0.0	)			5				(1.3	)
Net Loss		$	(1,849,872	)			(42.1	)%		$	(1,459,762	)			(38.3	)%		$	(390,110	)			26.7	%
Net Loss attributable to Noncontrolling Interest			(11,955	)			(0.3	)			(27,849	)			(0.7	)			15,894				(57.1	)
Net Loss attributable to LiqTech International, Inc.			(1,837,917	)			(41.8	)			(1,431,913	)			(37.6	)			(406,004	)			28.4

Revenues 

Revenue for the three months ended September 30, 2026 was $4,396,894 compared to $3,807,274 for the same period in 2025, representing an increase of $589,620, or 15.5%. The increase was attributable to an increase in our Systems and Aftermarket and Filter and Membrane sales. Within Systems, especially sales to Marine and Water for Industry customers increased. Furthermore, deliveries of Filters were above last year, while Components declined during the period.

25

Gross Profit (Loss)

Gross profit for the three months ended September 30, 2026 was $539,804 (representing a gross profit margin of 12.3%) compared to a gross profit of $747,878 (representing a gross profit margin of 19.6%) for the same period in 2025, marking a decline of $208,074, or 27.8%. This decline was partly driven by revenue mix within the Systems and Aftermarket segment, towards less Aftermarket services and more systems especially within the Marine segment. Capacity utilization of our manufacturing capacity was also lower in 2026 due to safety stock build up in 2025. Included in the gross profit was depreciation of $242,903 and $371,654 for the three months ended September 30, 2026, and 2025, respectively.

Expenses

Total operating expenses for the three months ended September 30, 2026 were $2,334,674, representing an increase of $253,794, or 12.2%, compared to $2,080,880 for the same period in 2025. Foreign exchange rate development was almost on par with last year.

Selling expenses for the three months ended September 30, 2026 were $1,048,363 compared to $541,259 for the same period in 2025, representing an increase of $507,104, or 93.7%. The increase is primarily due to the effect of new hires within the Sales & Marketing team, the service center in the US, and reversal of bonus and other accruals in 2025.

General and administrative expenses for the three months ended September 30, 2026 were $997,203 compared to $1,270,195 for the same period in 2025, representing a decrease of $272,992, or 21.5%. Expenses were well below general inflation, and were influenced by the Annual General Meeting being moved to Q4 in 2026. Included in general and administrative expenses were non-cash compensation of $218,252 and $258,538 for the three months ended September 30, 2026, and 2025, respectively.

Research and development expenses for the three months ended September 30, 2026 were $289,108 compared to $269,426 for the same period in 2025, representing an increase of $19,682, or 7.3%. The increase was primarily attributed to membrane development costs and cost related to development of Marine and Pool systems.

Other Income (Expenses)

Other expenses for the three months ended September 30, 2026 were $55,372 compared to other expenses of $127,135 for the comparable period in 2025, representing a decrease of $71,763, or 56.4%. The change was primarily attributable to the repayment of debt in July 2026.

Net Loss

As a result of the cumulative effect of the factors described above, we reported a net loss for the three months ended September 30, 2026 of $1,849,872 compared to $1,459,762 for the comparable period in 2025, representing an increase in net loss of $390,110, or 26.7%.

26

Comparison of the Nine Months Ended September 30, 2026, and September 30, 2025

The following table sets forth our revenues, expenses, and net loss for the nine months ended September 30, 2026, and 2025:

		Nine Months Ended September 30,
																		Period to Period Change
						As a %								As a %								Percent
		2026				of Sales				2025				of Sales				Variance				%
Revenue		$	12,896,966				100.0	%		$	13,382,304				100.0	%		$	(485,338	)			(3.6	)%
Cost of goods sold			11,597,879				89.9				12,024,792				89.9				(426,913	)			(3.6	)
Gross Profit (Loss)			1,299,087				10.1				1,357,512				10.1				(58,425	)			(4.3	)
Operating Expenses
Selling expenses			2,864,873				22.2				2,071,843				15.5				793,030				38.3
General and administrative expenses			4,001,123				31.0				4,171,764				31.2				(170,641	)			(4.1	)
Research and development expenses			836,987				6.5				742,105				5.5				94,882				12.8
Total Operating Expenses			7,702,983				59.7				6,985,712				52.2				717,271				10.3
Loss from Operation			(6,403,896	)			(49.7	)			(5,628,200	)			(42.1	)			(775,696	)			13.8
Other Income (Expense)
Interest and other income			119,633				0.9				197,710				1.5				(78,077	)			(39.5	)
Interest and other expense			(551,847	)			(4.3	)			(175,140	)			(1.3	)			(376,707	)			215.1
Amortization of debt discount			(489,455	)			(3.8	)			(338,962	)			(2.5	)			(150,493	)			44.4
Gain (loss) on foreign currency transactions			(287,237	)			(2.2	)			29,644				0.2				(316,881	)			(1,069.0	)
Gain (loss) on disposal of property and equipment			(14,981	)			(0.1	)			(65,016	)			(0.5	)			50,035				(77.0	)
Total Other Expense			(1,223,887	)			(9.5	)			(351,764	)			(2.6	)			(872,123	)			247.9
Loss Before Income Taxes			(7,627,783	)			(59.1	)			(5,979,964	)			(44.7	)			(1,647,819	)			27.6
Income Tax Benefit			(1,117	)			(0.0	)			(1,074	)			(0.0	)			(43	)			4.0
Net Loss		$	(7,626,666	)			(59.1	)%		$	(5,978,890	)			(44.7	)%		$	(1,647,776	)			27.6	%
Net Loss attributable to Noncontrolling Interest			(62,272	)			(0.5	)			(43,700	)			(0.3	)			(18,572	)			42.5
Net Loss attributable to LiqTech International, Inc.			(7,564,394	)			(58.7	)			(5,935,190	)			(44.4	)			(1,629,204	)			27.4

Revenues 

Revenue for the nine months ended September 30, 2026 was $12,896,966 compared to $13,382,304 for the same period in 2025, representing a decrease of $485,338, or 3.6%. The decrease was mainly attributable to a reduction in system sales, reflecting a significant Water for Energy delivery in 2025 that did not recur in 2026. Within the Systems segment, sales to both the Pool and Marine segments increased significantly. Furthermore, deliveries of Filters increased while Components declined during the period.

27

Gross Profit (Loss)

Gross profit for the nine months ended September 30, 2026 was $1,299,087 (representing a gross profit margin of 10.1%) compared to a gross profit of $1,357,512 (representing a gross profit margin of 10.1%) for the same period in 2025, marking a decrease of $58,425, or 4.3%. This decrease was primarily driven by higher system sales in the comparable period partly offset by low depreciation expenses. Included in the gross profit was depreciation of $847,439 and $1,176,237 for the nine months ended September 30, 2026, and 2025, respectively.

Expenses

Total operating expenses for the nine months ended September 30, 2026 were $7,702,983, representing an increase of $717,271, or 10.3%, compared to $6,985,712 for the same period in 2025. Approximately 40% of the increase relates to foreign exchange rate developments, as the average USD/DKK exchange rate for the nine months ended September 30, was 6.44 in 2026 and 6.68 in 2025.

Selling expenses for the nine months ended September 30, 2026 were $2,864,873 compared to $2,071,843 for the same period in 2025, representing an increase of $793,030, or 38.3%. Excluding the impact of foreign exchange rate developments, costs increased primarily due to the full-year effect of hires within the Sales & Marketing team across the U.S. and Europe, and annualization of the Service Center cost in the U.S.

General and administrative expenses for the nine months ended September 30, 2026 were $4,001,123 compared to $4,171,764 for the same period in 2025, representing a decrease of $170,641, or 4.1%. Adjusting for foreign exchange rate developments, expenses remained well below general inflation, as filing of open positions were covered by savings on other overhead expenses. Included in general and administrative expenses were non-cash compensation of $654,900 and $730,335 for the nine months ended September 30, 2026, and 2025, respectively.

Research and development expenses for the nine months ended September 30, 2026 were $836,987 compared to $742,105 for the same period in 2025, representing an increase of $94,882, or 12.8%. The increase was primarily attributed to membrane development costs and cost related to development of Marine systems and Pool systems.

Other Income (Expenses)

Other expenses for the nine months ended September 30, 2026 were $1,223,887 compared to other expenses of $351,764 for the comparable period in 2025, representing an increase of $872,123, or 247.9%. The change was primarily attributable to losses on foreign currency transactions, lower interest income, and accrued interests on the senior promissory notes, and higher amortization of debt discount for the nine months ended September 30, 2026.

Net Loss

As a result of the cumulative effect of the factors described above, we reported a net loss for the nine months ended September 30, 2026 of $7,626,666 compared to $5,978,890 for the comparable period in 2025, representing an increase in net loss of $1,647,776, or 27.6%.

28

Liquidity and Capital Resources 

The Company has historically financed operations through offerings of equity or debt instruments, internally generated cash from operations, and our available lines of credit. On September 30, 2026, we had cash of $13,885,650 and net working capital of $19,848,187, and on December 31, 2025, we had cash of $5,070,385 and net working capital of $11,237,788. On September 30, 2026, our net working capital had increased by $8,610,399 compared to December 31, 2025, mainly as a result of the capital raise.

Based on current projections, which are subject to significant uncertainties - including the duration and severity of global macroeconomic issues, trade wars and associated tariffs, geopolitical instability, commodity price volatility, and continued global supply chain disruptions - the Company believes that the cash on hand, as well as ongoing cash generated from operations, will be sufficient to cover its capital requirements and committed investments for the next 12 months.

While the Company anticipates that its proactive measures will be sufficient to protect the business over the coming 12 months, the Company cannot predict the specific duration and severity of the unfavorable market dynamics that may adversely affect the business. For example, in the future, the Company may experience reduced or changed demand for its products and services, especially if there is a global recession, structural shift in regulation, or escalating interest rates and tariffs.

On May 22, 2026, the Company issued and sold 9.09% original issue discount promissory notes in an aggregate principal amount of $1.1 million to affiliates of Bleichroeder L.P. and Laurence W. Lytton for aggregate cash proceeds of $1.0 million. See Note 8. Bleichroeder L.P. is a related party per ASC 850-10-50-1 as they own greater than 10% of common shares as of 9/30/2026. The notes had a two-month term and did not bear interest prior to maturity. If not repaid at maturity, the notes bear interest at 10% per annum, increasing by 1% for each month they remain outstanding, up to a maximum of 16% per annum. The proceeds from the notes were used for working capital and general corporate purposes.

On June 4, 2026, the Company entered into an underwriting agreement with Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, relating to the issuance and sale of 20,000,000 shares of the Company’s common stock at a public offering price of $1.00 per share. The offering closed on June 8, 2026, resulting in net proceeds to the Company of approximately $18.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. In connection with the offering, the Company issued to the underwriter warrants to purchase up to 800,000 shares of common stock at an exercise price of $1.25 per share. The underwriter warrants are exercisable beginning 180 days following the commencement of sales in the offering and expire five years following such commencement date.

In connection with the closing of the offering, the Company also issued 3,000,000 shares of common stock to affiliates of Bleichroeder L.P., 21 April Fund, L.P. and 21 April Fund, Ltd. in exchange for the cancellation of $3.0 million of outstanding senior promissory notes in a concurrent private placement. The remaining $3.0 million principal amount outstanding under the senior promissory notes was repaid in cash from the proceeds of the offering. Accordingly, the full $6.0 million outstanding principal amount under the senior promissory notes was settled in connection with the transaction through a combination of $3.0 million in common stock and $3.0 million in cash (See Note 8. Bleichroeder L.P. is a related party per ASC 850-10-50-1 as they own greater than 10% of common shares as of 9/30/2026.).

29

Cash Flows 

Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

Cash flows used in operating activities for the nine months ended September 30, 2026 were $5,909,376 representing an increase of $1,932,255 compared to cash flows used in operating activities of $3,977,121 for the nine months ended September 30, 2025. The cash flows used in operating activities for the period consist mainly of the net loss of $7,626,666, adjusted for depreciation and other non-cash-related items of $2,576,505, an increase in accounts receivables of $1,365,494, and a decrease in contract liabilities of $476,676.

Cash flows used in investing activities were $275,613 for the nine months ended September 30, 2026 as compared to cash flows used in investing activities of $173,139 for the nine months ended September 30, 2025, representing a change of $102,474. The investing activities include general purchases of production equipment to continue optimizing production throughput and the internal production of rental assets. For the nine months ended September 30, 2026, the main additions were investments in assembly equipment in our JV in China and in the U.S. Service Center.

Cash flows provided from financing activities were $14,634,512 for the nine months ended September 30, 2026 compared to cash flows used by financing activities of $787,024 for the nine months ended September 30, 2025, representing a change of $13,847,488. Financing activities primarily consisted of proceeds from the issuance of common stock, net of discounts and commissions of $18,106,656 partly offset by the repayment of the $4,000,000 notes payable to primarely related parties. Additionally, in the prior-year period, the Company received proceeds from a long-term loan as well as a capital contribution from the noncontrolling interest in the joint venture.

Off Balance Sheet Arrangements

As of September 30, 2026, we had no off-balance sheet arrangements. We are not aware of any material transactions that are not disclosed in our consolidated financial statements. 

Significant Accounting Policies and Critical Accounting Estimates

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates include:

	●	The assessment of revenue recognition, which impacts revenue and cost of sales;
	●	the assessment of allowance for product warranties, which impacts gross profit;
	●	the assessment of collectability of accounts receivable, which impacts operating expenses if and when we record bad debt or adjust the allowance for doubtful accounts;
	●	the assessment of recoverability of long-lived assets, which impacts gross profit or operating expenses if and when we record asset impairments or accelerate their depreciation;
	●	the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes;
	●	the valuation of inventory, which impacts gross profit; and
	●	the recognition and measurement of loss contingencies, which impact gross profit or operating expenses when we recognize a loss contingency, revise the estimate for a loss contingency, or record an asset impairment.

Recently Enacted Accounting Standards

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see “Note 1: Basis of Presentation and Other Information” in the accompanying financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company. 

30

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the design and effectiveness of our internal controls over financial reporting and disclosure controls and procedures (pursuant to Rule 13a-15(b) and (c) under the Exchange Act) as of the end of the period covered by this Quarterly Report. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a misstatement of the registrant's financial statements will not be prevented or detected on a timely basis.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2026 were not effective as of the period covered by this Quarterly Report due to material weaknesses in internal controls over financial reporting. For more information on material weaknesses identified by management, please refer to our Form 10-K filed on February 27, 2026 for the year ended December 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Remediation Initiatives

In response to the identified material weaknesses, our management, with oversight from the Company’s Audit Committee, has been and will continue to dedicate necessary resources to enhance the Company’s internal control over financial reporting and remediate the identified material weaknesses. As an example of such remediation, the Company in 2025 hired additional employees into the finance department, and we plan to continue to work on remediating the material weaknesses during 2026 by improving competencies and processes. Further, the Company is evaluating an ERP reimplementation along with other IT programs to help reinforce its controls and processes, and these investments are an important step in the remediation of the material weaknesses. During 2022, the Company introduced an updated Delegation of Authority, with the overall purpose to provide clarity for all employees on the extent to which they can commit the Company and at the same time provide the Company with assurance that decisions about agreements are made by the appropriate functions and employees. Lastly, the Company has started the process of redesigning and ensuring documentation of all processes and procedures related to the financial reporting process to ensure the effective design and operation of process-level controls.

While management believes that the steps that we have taken and plan to take will improve the overall system of internal control over financial reporting and will remediate identified material weaknesses, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time.

Limitations on the Effectiveness of Internal Controls

An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. For a description of contingencies, see “Note 9 – Agreements And Commitments”.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors discussed in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. 

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

We did not sell any equity securities during the quarter ended September 30, 2026 in transactions that were not registered under the Securities Act other than as previously disclosed in our other filings with the SEC.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.   MINE SAFETY DISCLOSURES

None.  

ITEM 5.   OTHER INFORMATION

(c)     Insider Trading Plans

During the quarter ended  September 30, 2026, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

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ITEM 6.    EXHIBITS

3.1	Articles of Incorporation, as amended as of November 13, 2023		Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024 (File No. 001-36210)
3.2	Amended and Restated Bylaws		Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-Q as filed with the SEC on May 14, 2025 (File No. 001-36210)

31.1	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31.2	Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002		Furnished herewith
32.2	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002		Furnished herewith
101. INS	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)		Provided herewith
101. CAL	Inline XBRL Taxonomy Extension Calculation Link base Document		Provided herewith
101. DEF	Inline XBRL Taxonomy Extension Definition Link base Document		Provided herewith
101. LAB	Inline XBRL Taxonomy Label Link base Document		Provided herewith
101. PRE	Inline XBRL Extension Presentation Link base Document		Provided herewith
101. SCH	Inline XBRL Taxonomy Extension Scheme Document		Provided herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).		Provided herewith

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SIGNATURES

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 thereunto duly authorized.

	LiqTech International, Inc.
Dated: November 12, 2026	/s/ Fei Chen
	Fei Chen, Chief Executive Officer
	(Principal Executive Officer)
Dated: November 12, 2026	/s/ David Noerby Foss Kowalczyk
	David Noerby Foss Kowalczyk, Chief Financial and Operating Officer
	(Principal Financial and Accounting)

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