LiqTech (NASDAQ: LIQT) issues $1.1 million two-month discount notes

Rhea-AI Filing Summary

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.

Insights

Corporate finance analyst

LiqTech takes on $1.1 million, two‑month discounted debt for liquidity.

LiqTech International issued short-term promissory notes with an aggregate principal of $1.1 million, sold for $1,000,000, creating a $100,000 original issue discount. This structure effectively raises near-term cash while embedding the lender return in the discount rather than a stated coupon during the initial term.

The notes carry a two-month maturity and no interest if repaid on time, but convert into high-cost debt if extended, with interest starting at 10% per annum and stepping up by 1% monthly to a maximum of 16%. Proceeds are earmarked for working capital and general corporate purposes, so the impact depends on how efficiently this additional liquidity supports operations in the near term.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate principal amount: $1.1 million Purchase price: $1,000,000 Original issue discount: $100,000 +3 more

6 metrics

Aggregate principal amount $1.1 million Promissory notes issued May 22, 2026

Purchase price $1,000,000 Cash proceeds from note issuance

Original issue discount $100,000 Difference between principal and purchase price

Initial interest rate after maturity 10% per annum Applies if notes unpaid at maturity

Maximum interest rate 16% per annum After monthly 1% step-ups while unpaid

Note term Two months Maturity from issuance date

Key Terms

Material Definitive Agreement, original discount promissory notes, original issue discount, Note Purchase Agreement, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

original discount promissory notes financial

"issued and sold 9.09% original discount promissory notes in an aggregate principal amount"

original issue discount financial

"reflect an original issue discount of $100,000."

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.

Note Purchase Agreement financial

"pursuant to a note purchase agreement entered into with the Investors (the “Note Purchase Agreement”)."

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

working capital and general corporate purposes financial

"Proceeds from the Notes shall used for working capital and general corporate purposes."

Understanding 8-K Material Events →

false 0001307579 0001307579 2026-05-22 2026-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

LiqTech International, Inc.

(Exact name of registrant as specified in charter)

Nevada	001-36210	20-1431677
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Industriparken 22C, 2750 Ballerup,

Denmark

(Address of principal executive offices)

+4544986000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 22, 2026, LiqTech International, Inc. (the “Company”) issued and sold 9.09% original discount promissory notes in an aggregate principal amount of $1.1 million (the “Notes”) to affiliates of Bleichroeder L.P. and Laurence W. Lytton (together, the “Investors”), pursuant to a note purchase agreement entered into with the Investors (the “Note Purchase Agreement”). The Notes were issued for a purchase price of $1,000,000 and reflect an original issue discount of $100,000. The Note Purchase Agreement contains customary representations, warranties, and covenants of the Company and Investors as detailed therein.

The Notes have a term of two months and do not bear interest during this period. However, if the Notes are not repaid by the maturity date, the Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the Notes remain unpaid, up to a maximum of 16% per annum, payable monthly. Proceeds from the Notes shall used for working capital and general corporate purposes.

The foregoing description of the issuance and sale of the Notes pursuant to the Note Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement and form of Note, which are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Information concerning the Company’s issuance of the Notes as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Note Purchase Agreement, by and among the Company and the Investors, dated May 22, 2026
10.2		Form of Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	LIQTECH INTERNATIONAL, INC.
Date: May 26, 2026		/s/ Fei Chen
		Fei Chen
		Chief Executive Officer

FAQ

What financing did LiqTech International (LIQT) enter into on May 22, 2026?

LiqTech International issued 9.09% original discount promissory notes with an aggregate principal amount of $1.1 million. The notes were sold for $1,000,000 under a note purchase agreement with affiliates of Bleichroeder L.P. and Laurence W. Lytton.

What are the key terms of LiqTech International’s new promissory notes?

The notes have a two-month term and bear no interest if repaid by maturity. After maturity, they accrue 10% annual interest, increasing 1% each month unpaid, up to a 16% annual maximum, with interest payable monthly thereafter.

How much discount did LiqTech International give on its $1.1 million notes?

LiqTech issued notes with an aggregate principal amount of $1.1 million for a purchase price of $1,000,000. This structure creates an original issue discount of $100,000, effectively compensating investors without initial cash interest during the two-month term.

Who purchased the new LiqTech International (LIQT) promissory notes?

The notes were purchased by affiliates of Bleichroeder L.P. and Laurence W. Lytton. LiqTech entered into a note purchase agreement with these investors containing customary representations, warranties, and covenants for both the company and the investors.

How will LiqTech International use the proceeds from the $1.1 million notes?

LiqTech plans to use the $1,000,000 in proceeds from the sale of the promissory notes for working capital and general corporate purposes. This suggests near-term liquidity support rather than funding a specific project or acquisition.

What happens if LiqTech International does not repay the notes at maturity?

If the notes are not repaid by the two-month maturity date, they begin accruing 10% annual interest. The rate then increases by 1% each month the notes remain unpaid, up to a maximum annual rate of 16%, with interest payable monthly.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 105.8 KB
• EX-10.2 EXHIBIT 10.2 43.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB