LIQT Liqtech International Inc - 8-K

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

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