LiqTech to cancel $6M notes via equity and cash

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

Rhea-AI Filing Summary

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

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

Insights

Capital structure analyst

LiqTech plans to retire $6.0M of senior notes using a mix of equity and cash, contingent on a new offering.

The agreement targets full removal of $6.0 million in senior promissory notes that were originally issued to several institutional note holders. At the closing of the new underwritten public offering, half the principal will convert into equity and half will be repaid in cash plus accrued interest.

This structure reduces balance-sheet debt once completed but introduces equity issuance to the note holders and a cash outflow of $3.0 million plus interest. Because the new shares are issued privately under Section 4(a)(2) and Rule 506(b), resale registration rights become important; a future resale registration could add secondary selling pressure, depending on market conditions at that time.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior promissory notes principal: $6.0 million Notes exchanged for equity: $3.0 million Notes repaid in cash: $3.0 million +2 more

5 metrics

Senior promissory notes principal $6.0 million Aggregate principal amount originally issued to note holders

Notes exchanged for equity $3.0 million Principal to be cancelled for common stock at public offering price

Notes repaid in cash $3.0 million Principal to be paid in cash plus all accrued interest

Agreement date May 26, 2026 Date of Debt Cancellation Agreement with note holders

Securities Act exemption Section 4(a)(2) and Rule 506(b) Legal basis for unregistered sale of equity securities

Key Terms

Debt Cancellation Agreement, Senior Promissory Notes, registration rights agreement, Section 4(a)(2), +1 more

5 terms

Debt Cancellation Agreement financial

"On May 26, 2026, LiqTech International, Inc. entered into a Debt Cancellation Agreement..."

Senior Promissory Notes financial

"the Company issued to the Note Holders an aggregate principal amount $6.0 million of senior promissory notes..."

A senior promissory note is a written promise from a borrower to repay a loan with specified interest, where the word “senior” means this debt gets paid before other liabilities if the borrower runs into trouble. Think of it like a homeowner’s pledge to pay a particular lender first; for investors that priority usually means lower risk of losing money and typically influences the interest paid, market price and recovery prospects in a default.

registration rights agreement financial

"The Note Holders are entitled to resale registration rights under a registration rights agreement to be entered into..."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) regulatory

"The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933..."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder."

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

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

What did LiqTech International (LIQT) announce in this 8-K?

LiqTech International announced a Debt Cancellation Agreement to eliminate $6.0 million of senior promissory notes. The deal uses a mix of equity issuance and cash repayment, contingent on closing a new underwritten public offering under a Form S-1 registration statement.

How much LiqTech (LIQT) debt is affected by the Debt Cancellation Agreement?

The agreement covers an aggregate principal amount of $6.0 million in senior promissory notes. These notes were originally issued to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. and will be fully removed once the contemplated transactions close.

How will LiqTech (LIQT) settle the $6.0 million senior promissory notes?

Upon closing of the underwritten public offering, LiqTech will cancel $3.0 million of notes in exchange for common stock and pay $3.0 million plus all accrued interest in cash. After completion, the senior promissory notes will no longer be outstanding on the company’s balance sheet.

At what price will LiqTech (LIQT) issue shares to cancel part of the notes?

The $3.0 million of senior promissory notes will convert into common stock at a deemed price equal to the public offering price per share. That price will be set in the company’s underwritten public offering conducted under its Form S-1 registration statement.

What registration rights do LiqTech (LIQT) note holders receive for new shares?

The note holders will receive resale registration rights for the common stock issued under the Debt Cancellation Agreement. A registration rights agreement, to be signed at closing, will allow these investors to have their shares registered for resale in a future registration statement.

Under what securities law exemption is LiqTech (LIQT) issuing these shares?

LiqTech is issuing the shares in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b). These provisions support private placements to accredited investors, meaning the shares are unregistered and cannot be publicly sold without registration or another exemption.

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

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Accepted by SEC EDGAR 06/01/2026 - 05:17 PM Learn about SEC filing dates

false 0001307579 0001307579 2026-05-26 2026-05-26

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 26, 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 26, 2026, LiqTech International, Inc. (the “Company”) entered into a Debt Cancellation Agreement (the “Debt Cancellation Agreement”) with affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (the “Note Holders”). As previously disclosed, the Company issued to the Note Holders an aggregate principal amount $6.0 million of senior promissory notes on June 22, 2022, as amended on October 13, 2023 and March 26, 2025 (collectively, the “Senior Promissory Notes”). Pursuant to the terms of the Debt Cancellation Agreement, the Company and the Note Holders agreed that upon the closing of the Company’s underwritten public offering pursuant to the Registration Statement on Form S-1 (File No. 333-296258) filed with the Securities Exchange Commission on May 27, 2026, as amended (the “Offering”) (i) the Note Holders shall cancel $3.0 million of the Senior Promissory Notes in exchange for $3.0 million of shares of the Company’s common stock at a deemed issuance price per share equal to the public offering price per share to be sold in the Offering and (ii) the Company shall pay the Note Holders in cash $3.0 million plus all interest accrued under the Senior Promissory Notes. After the transactions contemplated by the Debt Cancellation Agreement, the Senior Promissory Notes will no longer be outstanding. The Note Holders are entitled to resale registration rights under a registration rights agreement to be entered into upon the closing for the shares of common stock issuable pursuant to the Debt Cancellation Agreement.  

The foregoing summary of the Debt Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Cancellation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 above is incorporated by reference into this Item 3.02.

The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The shares issuable have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Debt Cancellation Agreement, by and among the Company and the affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd., dated May 26, 2026
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: June 1, 2026		/s/ Fei Chen
		Fei Chen
		Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 157.4 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