Was the LIQTECH (LIQT) share purchase part of an underwritten offering?

Yes. The 700,000-share LIQTECH (LIQT) purchase at $1.00 per share was agreed in the issuer’s underwritten public offering. That offering was conducted pursuant to a Registration Statement on Form S-1 (File No. 333-296258) filed with the SEC and later amended.

Bleichroeder LP funds boost LIQTECH (LIQT) stake with 3.7M-share equity increase

Filing Impact

(Very High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Bleichroeder LP–advised funds increased their indirect stake in LIQTECH INTERNATIONAL INC. 21 April Fund, Ltd. and 21 April Fund, LP agreed to buy 700,000 shares of Common Stock at $1.00 per share in the issuer’s underwritten public offering. In a separate transaction, the issuer cancelled $3,000,000 in promissory note principal in exchange for 3,000,000 shares of Common Stock issued to the funds. Following these transactions, the funds indirectly associated with Bleichroeder LP held 6,882,239 shares of LIQT Common Stock. Bleichroeder LP files as investment adviser to the funds and disclaims beneficial ownership beyond its pecuniary interest.

Insights

Funds advised by Bleichroeder added LIQT equity via cash purchase and debt-for-equity swap.

Entities advised by Bleichroeder LP acquired 700,000 LIQT shares at $1.00 per share in an underwritten public offering and received 3,000,000 additional shares when LIQTECH INTERNATIONAL INC cancelled $3,000,000 of promissory note principal. These moves increase the funds’ equity exposure.

The filing shows 6,882,239 LIQT shares indirectly held after the restructuring entry, with no remaining derivative positions disclosed. Bleichroeder LP reports as investment adviser and expressly disclaims beneficial ownership beyond its pecuniary interest, indicating the economic exposure rests primarily with the 21 April funds.

From an investor’s perspective, this reflects a sizeable equity position by a 10% owner–associated group, partly funded through conversion of debt to stock. The overall impact on LIQT’s capital structure and liquidity would depend on broader balance sheet details disclosed in the related underwritten offering and note-cancellation documentation.

Insider Trade Summary

Net Buyer: 700,000 shares ($700,000)

Net Buy 2 txns

Insider Bleichroeder LP

Role null

Bought 700,000 shs ($700K)

Type	Security	Shares	Price	Value
Other	Common Stock	3,000,000	$1.00	$3.00M
Purchase	Common Stock	700,000	$1.00	$700K

Holdings After Transaction: Common Stock — 6,882,239 shares (Indirect, See footnote)

Footnotes (1)

On June 5, 2026, 21 April Fund, Ltd. and 21 April Fund, LP (the "Funds") agreed to buy 700,000 shares of Common Stock at a price of $1.00 per share in the Issuer's underwritten public offering pursuant to the Registration Statement on Form S-1 (File No. 333-296258) filed with the Securities and Exchange Commission on May 27, 2026, as amended. This form is filed by Bleichroeder LP. The securities reported herein are directly held by the Funds. Bleichroeder LP serves as registered investment adviser to the Funds and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes. On June 8, 2026, the Issuer cancelled $3,000,000 in principal amount of promissory notes in exchange for the issuance to the Funds of 3,000,000 shares of Common Stock.

Key Figures

Open-market/public offering purchase: 700,000 shares at $1.00 Debt-for-equity share issuance: 3,000,000 shares for $3,000,000 notes Shares after restructuring entry: 6,882,239 shares +4 more

7 metrics

Open-market/public offering purchase 700,000 shares at $1.00 Common Stock in underwritten public offering on June 5, 2026

Debt-for-equity share issuance 3,000,000 shares for $3,000,000 notes Promissory note principal cancelled on June 8, 2026

Shares after restructuring entry 6,882,239 shares Total Common Stock indirectly held after June 8, 2026 J-code transaction

Shares after purchase entry 3,882,239 shares Total Common Stock indirectly held after June 5, 2026 P-code transaction

Net buy shares 700,000 shares Net buy direction from transaction summary

Note principal cancelled $3,000,000 Promissory notes exchanged for Common Stock

Purchase price per share $1.00 per share Common Stock bought by funds in public offering

Key Terms

underwritten public offering, Registration Statement on Form S-1, promissory notes, beneficial ownership, +2 more

6 terms

underwritten public offering financial

"agreed to buy 700,000 shares of Common Stock at a price of $1.00 per share in the Issuer's underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

Registration Statement on Form S-1 regulatory

"underwritten public offering pursuant to the Registration Statement on Form S-1 (File No. 333-296258)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

promissory notes financial

"the Issuer cancelled $3,000,000 in principal amount of promissory notes in exchange for the issuance"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

beneficial ownership regulatory

"Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein"

registered investment adviser financial

"Bleichroeder LP serves as registered investment adviser to the Funds and other managed accounts"

A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 04:51 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bleichroeder LP

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

47TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LIQTECH INTERNATIONAL INC [ LIQT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2026		P⁽¹⁾		700,000	A	$1	3,882,239	I⁽²⁾	See footnote⁽²⁾
Common Stock	06/08/2026		J⁽³⁾		3,000,000	A	$1	6,882,239	I⁽²⁾	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 5, 2026, 21 April Fund, Ltd. and 21 April Fund, LP (the "Funds") agreed to buy 700,000 shares of Common Stock at a price of $1.00 per share in the Issuer's underwritten public offering pursuant to the Registration Statement on Form S-1 (File No. 333-296258) filed with the Securities and Exchange Commission on May 27, 2026, as amended.

2. This form is filed by Bleichroeder LP. The securities reported herein are directly held by the Funds. Bleichroeder LP serves as registered investment adviser to the Funds and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

3. On June 8, 2026, the Issuer cancelled $3,000,000 in principal amount of promissory notes in exchange for the issuance to the Funds of 3,000,000 shares of Common Stock.

	Andrew Gundlach, Chairman and CEO	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Bleichroeder LP–advised funds do in this LIQT Form 4 filing?

Funds advised by Bleichroeder LP increased their LIQTECH INTERNATIONAL INC (LIQT) holdings. They bought 700,000 Common Stock shares at $1.00 per share and received 3,000,000 shares in exchange for cancellation of $3,000,000 in promissory note principal, boosting their overall equity position.

How many LIQTECH (LIQT) shares did the 21 April funds acquire and at what price?

The 21 April funds agreed to buy 700,000 LIQTECH (LIQT) Common Stock shares at $1.00 per share. This purchase occurred in the issuer’s underwritten public offering conducted under a Registration Statement on Form S-1 filed with the SEC and subsequently amended.

What is the debt-for-equity transaction disclosed for LIQTECH (LIQT)?

LIQTECH INTERNATIONAL INC cancelled $3,000,000 in promissory note principal in exchange for issuing 3,000,000 Common Stock shares to the 21 April funds. This converted debt into equity held by the funds, increasing their share ownership while reducing outstanding note principal by the same dollar amount.

How many LIQTECH (LIQT) shares do the Bleichroeder LP–advised funds hold after these transactions?

After the reported transactions, entities advised by Bleichroeder LP held 6,882,239 LIQTECH (LIQT) Common Stock shares indirectly. This figure reflects the combined impact of the 700,000-share purchase and the issuance of 3,000,000 shares for promissory note cancellation, as shown in the Form 4 totals.

Does Bleichroeder LP claim beneficial ownership of the LIQTECH (LIQT) shares?

Bleichroeder LP files the Form 4 but disclaims beneficial ownership of the LIQTECH (LIQT) shares, except to the extent of its pecuniary interest. The securities are directly held by 21 April Fund, Ltd. and 21 April Fund, LP, for which Bleichroeder LP acts as registered investment adviser.