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.
LIQT Liqtech International Inc - 8-K
Accession
0001437749-26-0190651.013.029.01
Item 1.01 - Entry into a Material Definitive Agreement
307 words
Item 3.02 - Unregistered Sales of Equity Securities
85 words
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
54 words
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)