LiqTech International Files 8-K with Material Agreement

TL;DR

LiqTech signed a big deal and sold stock, filing an 8-K on 9/27/24.

AI Summary

On September 27, 2024, LiqTech International, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-36210 — Commission File Number (Identifies the company's SEC filing history.)
• 20-1431677 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• LiqTech International, Inc. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Industriparken 22C, 2750 Ballerup, Denmark (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value LIQT The Nasdaq Stock Mar
• $10,000,000 — mmon Stock, for gross proceeds of up to $10,000,000 (the " Transaction "). The combined pu
• $2.00 — n Stock under the Purchase Agreement is $2.00. The combined purchase price of one Pre
• $1.999 — n Stock under the Purchase Agreement is $1.999. The Company agreed to issue the Shares
• $1.2 million — 024 for gross proceeds of approximately $1.2 million. Under the Purchase Agreement, issuance

Filing Documents

• liqt20240924c_8k.htm (8-K) — 35KB
• ex_727109.htm (EX-4.1) — 110KB
• ex_727110.htm (EX-4.2) — 97KB
• ex_727111.htm (EX-10.1) — 118KB
• ex_727112.htm (EX-10.2) — 128KB
• 0001437749-24-030190.txt ( ) — 710KB
• liqt-20240927.xsd (EX-101.SCH) — 3KB
• liqt-20240927_def.xml (EX-101.DEF) — 11KB
• liqt-20240927_lab.xml (EX-101.LAB) — 15KB
• liqt-20240927_pre.xml (EX-101.PRE) — 11KB
• liqt20240924c_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The Securities Purchase Agreement On September 27, 2024, LiqTech International, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of (i) 3,630,129 shares (the " Shares ") of common stock, $0.001 par value per share (the " Common Stock "), 1,369,871 pre-funded warrants to purchase shares of Common Stock (the " Pre-Funded Warrants ") and (ii) warrants (the " Warrants ") to purchase up to an aggregate of 5,000,000 shares of Common Stock, for gross proceeds of up to $10,000,000 (the " Transaction "). The combined purchase price of one share of Common Stock and one accompanying Warrant to purchase one share of Common Stock under the Purchase Agreement is $2.00. The combined purchase price of one Pre-Funded Warrant and one accompanying Warrant to purchase one share of Common Stock under the Purchase Agreement is $1.999. The Company agreed to issue the Shares, Warrants, and Pre-Funded Warrants in two tranches: (i) a first tranche comprised of 29,227 Shares and 555,302 Pre-Funded Warrants and Warrants to purchase an aggregate of 584,529 shares of Common Stock (the " First Tranche "); and a second tranche comprised of 3,600,902 Shares and 814,569 Pre-Funded Warrants and Warrants to purchase an aggregate of 4,415,471 shares of Common Stock (the " Second Tranche "). The securities issued in the First Tranche are herein referred to as the " First Tranche Securities ", and the securities in the Second Tranche are herein referred to as the " Second Tranche Securities ". In connection with the closing of the First Tranche, the Company sold and issued the First Tranche Securities on September 27, 2024 for gross proceeds of approximately $1.2 million. Under the Purchase Agreement, issuance of the Second Tranche Securities may occur only after the Company has obtained stockholder approval

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information under Item 1.01 above is incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NO. DESCRIPTION LOCATION 4.1 Form of Pre-Funded Warrant Filed herewith 4.2 Form of Warrant Filed herewith 10.1 Securities Purchase Agreement, by and among the Company and the investors named therein Filed herewith 10.2 Registration Rights Agreement, by and among the Company and the investors named therein Filed herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.

SIGNATURES

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: September 27, 2024 /s/Fei Chen Fei Chen Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR