8-K

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, 2023

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 3.03. Material Modification to Rights of Security Holders. ∙ 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of LiqTech International, Inc., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split was effective on May 26, 2023 (the “Market Effective Date”).

Effects of the Reverse Stock Split

Effective Date; Symbol; CUSIP Number. The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market exchange on the Market Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 53632A 300. The trading symbol for the Common Stock will remain “LIQT.”

Split Adjustment; Treatment of Fractional Shares. The total number of shares of Common Stock held by each stockholder of the Company was converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 8. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split is being rounded to a whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split instead holds one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares are being issued in connection with the Reverse Stock Split and no cash or other consideration is being paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company is treating stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. Securities Transfer Corporation, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the process for exchanging shares.

Certificate of Change; Shareholder Approval. The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Nevada Secretary of State on May 24, 2023, in accordance with Nevada Revised Statutes 78.209. The Certificate became effective at 12:01 a.m. on May 26, 2023. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Shareholder approval of the Reverse Stock Split was not required under Nevada law, as (i) both the number of authorized shares of Common Stock and the number of outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Stock Split, (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company, and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split;

Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 100,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company is authorized to issue 12,500,000 shares of Common Stock. As of May 25, 2023, there were 45,271,441 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there are approximately 5,658,953 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split did not have any effect on the stated par value of the Common Stock.

Prior to the Reverse Stock Split, the Company was authorized to issue 2,500,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The Reverse Stock Split did not have any effect on the Company’s authorization to issue 2,500,000 shares of Preferred Stock. There are no shares of Preferred Stock outstanding. The Reverse Stock Split did not have any effect on the stated par value of the Preferred Stock.

Item 7.01 Regulation FD Disclosure.

On May 25, 2023, the Company issued a press release announcing the Reverse Stock Split.  A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

EXHIBIT NO.	DESCRIPTION	LOCATION
3.1	Certificate of Change	Filed herewith
99.1	Press Release	Furnished herewith
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: May 26, 2023	/s/  Simon Stadil
	Simon Stadil
	Chief Financial Officer

EX-3.1

Exhibit 3.1

EX-99.1

Exhibit 99.1

LiqTech International Announces 1-for-8 Reverse Stock Split

BALLERUP, Denmark / PRNewswire / May 25, 2023 / LiqTech International, Inc. (NASDAQ:LIQT),  a clean technology company that manufactures and markets highly specialized filtration products and systems, today announced that the company will effect a 1-for-8 reverse split of its issued and outstanding shares of common stock. The reverse stock split will become effective May 26, 2023 at 12:01 a.m. PDT. Shares of the company's common stock will trade on a split-adjusted basis on The NASDAQ Capital Market, as of the opening of trading on Friday, May 26, 2023. The new CUSIP number for the Company’s common stock will be 53632A 300.

The reverse stock split is being affected as part of the company's plan to regain compliance with the $1.00 minimum bid price continued listing requirement of The NASDAQ Capital Market.

When the reverse stock split becomes effective, every eight shares of LiqTech International’s common stock will be automatically combined into one new share of common stock. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the company will issue one whole share of the post-split common stock to any stockholder of record who otherwise would have received a fractional share as a result of the reverse stock split.

The reverse stock split will reduce the number of shares of outstanding common stock from approximately 45.3 million shares to approximately 6.0 million shares.

LiqTech International’s transfer agent is Securities Transfer Corporation. Stockholders holding paper certificates representing pre-split holdings can contact our transfer agent by calling (469) 633-0101 for the procedure to exchange existing stock certificates for new stock certificates or book-entry shares. Certificates representing pre-split holdings will be deemed to represent the stockholder's past split holdings until the stockholder presents the certificate to the transfer agent.  Stockholders who are holding their shares in electronic form at their brokerage firms do not have to take any action as the effects of the reverse stock split will automatically be reflected in their brokerage accounts.

About LiqTech International, Inc.
LiqTech International, Inc., a Nevada corporation, is a clean technology company that provides state-of-the-art ceramic silicon carbide filtration technologies for gas and liquid purification. LiqTech's silicon carbide membranes are designed to be used in the most challenging water purification applications, and its silicon carbide filters are used to control diesel exhaust soot emissions. Applying nanotechnology, LiqTech develops products using its proprietary silicon carbide technology, resulting in a wide range of component membranes, membrane systems, and filters for both microfiltration and ultrafiltration applications. By incorporating LiqTech's SiC liquid membrane technology with the Company´s extensive systems design experience and capabilities, LiqTech offers unique, turnkey solutions for the most difficult water purification applications.

This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good-faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation, and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

Company Contact:	Investor Contact:
Simon Stadil, Chief Financial Officer	Robert Blum
LiqTech International	Lytham Partners, LLC
Phone: +45 3140 9128	Phone: (602) 889-9700
sst@liqtech.com	liqt@lythampartners.com

XML

Document And Entity Information	May 26, 2023
Document Information [Line Items]
Entity, Registrant Name	LiqTech International, Inc.
Current Fiscal Year End Date	--12-31
Document, Type	8-K
Document, Period End Date	May 26, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-36210
Entity, Tax Identification Number	20-1431677
Entity, Address, Address Line One	Industriparken 22C
Entity, Address, Postal Zip Code	2750
Entity, Address, City or Town	Ballerup
Entity, Address, Country	DK
City Area Code	454
Local Phone Number	4986000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LIQT
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001307579