As filed with the Securities and Exchange Commission on ~~June~~May 2226, ~~2020~~2026

Registration No. 333-

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

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LiqTech International, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Nevada		3590		20-1431677
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification ~~Number~~No.)

Industriparken 22C DK 2750 Ballerup ~~Denmark +45 4498 6000 (telephone number) +45 4593 4983 (facsimile number)~~

~~(Address,~~Denmark +45 ~~including~~3131 ~~zip code, and telephone number, including area code, of registrant’s principal executive offices)~~5941

~~Claus~~(Address, ~~Toftegaard Chief~~including ~~Financial~~zip ~~Officer c/o~~code, ~~LiqTech~~and ~~North~~telephone ~~America~~number, ~~Inc. 1804~~including ~~Buerkle~~area ~~Road White Bear Lake~~code, MNof ~~55110 (651)~~registrant’s ~~773-5850~~principal ~~(telephone~~executive ~~number~~office) ~~+45 4593 4983 (facsimile number)~~

Fei Chen
Chief Executive Officer

LiqTech International, Inc.
Industriparken 22C
DK 2750 Ballerup

Denmark
+45 3131 5941

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Clayton Parker, Esq. K&L Gates LLP 200 South Biscayne Boulevard, Suite 3900 Miami, FL 33131 (305) 539-3300 Stephen E. ~~Parker~~Older, Esq. McGuireWoods LLP 1251 Avenue of the Americas 20th Floor New York, New York 10020 (212) 548-2100

~~Matthew~~Approximate ~~Ogurick,~~date ~~Esq~~of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.

~~K&L~~If ~~Gates~~any ~~LLP~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

~~200~~If ~~South~~this ~~Biscayne~~Form ~~Boulevard~~is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~Suite~~check ~~3900~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Miami, Florida 33131

Telephone: 305.539.3300 Facsimile: 305.358.7095

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Approximate date of commencement of proposed sale to the public: promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the ~~Exchange~~Securities Act. ☐

~~CALCULATION~~The OFregistrant ~~REGISTRATION~~hereby ~~FEE~~amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Title of Each Class of Securities to be Registered	Amount to be registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.001 per share (1)	1,600,000	$5.665(2)	9,064,000.00(2)	$1,176.51
Total	—	—	—	$1,176.51

(1)	Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the shares of common stock being registered hereunder include such indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low sales prices of our common stock of $5.665 per share as of June 18, 2020 as reported on Nasdaq, pursuant to Rule 457(c) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this preliminary prospectus is not complete and may be changed. WeThese securities may not ~~sell~~be ~~these~~sold ~~securities~~ until the ~~registration~~Registration ~~statement~~Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS ~~Subject~~SUBJECT toTO ~~Completion,~~COMPLETION ~~Dated~~DATED ~~June~~MAY 2226, ~~2020~~2026

~~LIQTECH INTERNATIONAL~~$20,000,000 ~~INC.~~

~~1,600,000~~ Shares of Common Stock

~~This~~Pre-Funded ~~prospectus~~Warrants ~~relates~~ to ~~the~~Purchase ~~resale~~Shares ~~by certain selling securityholders identified herein~~ of ~~1,085,000~~Common shares of our common stock currently outstanding and up to 515,000 shares of our common stock issuable upon exercise of prefunded warrants to purchase common stock (the foregoing shares of our common stock, the “Shares”).Stock

~~We are registering the offer and sale of the~~ Shares ~~by the selling securityholders to satisfy registration rights we have granted pursuant to a registration rights agreement dated as~~ of ~~May~~Common ~~21,~~Stock ~~2020~~Issuable ~~(the~~Upon ~~“Registration~~Exercise ~~Rights Agreement”). We have agreed to bear all~~ of ~~the~~Pre-Funded expenses incurred in connection with the registration of the Shares. The selling securityholders will pay or assume brokerage commission and similar charges, if any, incurred in the sale of the Shares.Warrants

WeLiqTech are not selling any Shares under this prospectus and will not receive any proceeds from the sale of the Shares by the selling securityholders. The Shares to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwritersInternational, ~~broker dealers or agents~~Inc. The selling securityholders will determine at what price they may sell the Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. For additional information on the methods of sale that may be used by the selling securityholders, see the section entitled “Plan of Distribution.” For a list of the selling securityholders, see the section entitled “Principal and Selling Securityholders.”

~~Our~~We ~~common~~are ~~stock~~offering is$20,000,000 ~~listed~~of onshares ~~the~~of ~~Nasdaq~~our ~~Capital~~common ~~Market~~stock, par value $0.001 per share (our “~~Nasdaq~~common stock”). ~~under~~We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the ~~symbol~~election ~~“LIQT”~~of such purchaser, 9.99%) Onof ~~June~~our 18outstanding common stock immediately following the consummation of this offering, ~~2020~~the opportunity to purchase pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the ~~last~~election ~~reported~~of ~~sale~~such ~~price~~purchaser, 9.99%) of our outstanding common stock. onThe ~~Nasdaq~~purchase ~~was~~price for each pre-funded warrant will equal the public offering price for the common stock in this offering, less the $50.74001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

~~Investing~~Our incommon stock is listed on the Nasdaq Capital Market under the symbol “LIQT”. On May 22, 2026, the last reported sale price of our common stock ~~involves~~on athe ~~high~~Nasdaq ~~degree~~Capital Market was $1.80 per share. All offering share and pre-funded warrant numbers are based on an assumed public offering price per share used throughout this prospectus of ~~risk~~$1.80 ~~You~~per ~~should~~share. ~~review~~The ~~carefully~~actual ~~the~~public ~~risks~~offering price will be determined between us and ~~uncertainties~~the ~~described~~underwriter ~~under~~at the ~~heading~~time ~~“Risk~~of ~~Factors”~~pricing ~~beginning~~and onmay ~~page~~be 13at ofa discount to this assumed public offering price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price, and ~~under~~the ~~similar~~number ~~headings~~of securities actually issued in ~~any~~this ~~amendments~~offering ormay ~~supplements~~differ tofrom ~~this~~the ~~prospectus~~illustrative amounts presented herein.

~~Neither~~There is no established trading market for the ~~Securities~~pre-funded warrants and ~~Exchange~~we ~~Commission~~do ~~nor~~not ~~any~~expect ~~state~~a ~~securities~~market ~~commission~~to ~~has~~develop. ~~approved~~In oraddition, ~~disapproved~~we ofdo ~~these~~not ~~securities~~intend orto ~~passed~~list ~~upon~~ the ~~adequacy~~pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or ~~accuracy~~any ofother ~~this~~trading ~~prospectus~~system. ~~Any~~Without ~~representation~~an toactive trading market, the ~~contrary~~liquidity isof athe ~~criminal~~pre-funded ~~offense~~warrants may be limited.

We have engaged Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC (the “underwriter”), to act as underwriter in connection with this offering. We have agreed to issue warrants to the underwriter or its designees to purchase up to an aggregate number of shares of common stock equal to 4% of the aggregate number of shares of common stock and pre-funded warrants sold in this offering at an exercise price equal to 125% of the public offering price per share to be sold in this offering (the “underwriter warrants”). The ~~date~~underwriter warrants will be exercisable at any time, and from time to time, in whole or in part, after issuance and expire three years after the commencement of sales in this offering. The registration statement of which this prospectus is ~~[●]~~a part registers the underwriter warrants and the shares of our common stock underlying the underwriter warrants. For additional information regarding the total compensation to be received by the underwriter, ~~2020~~see “Underwriting” on page 12.

In a concurrent private placement expected to be consummated upon the closing of the offering of the securities registered hereby, we have agreed to issue to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (collectively, the “Note Holders”) a number of shares of our common stock determined based on a deemed issuance price per share equal to the public offering price per share to be sold in this offering, in exchange for the cancellation of $3.0 million of the aggregate principal amount of the senior promissory notes issued to the Note Holders on June 22, 2022, as amended on October 13, 2023 and March 26, 2025 (collectively, the “Senior Promissory Notes”), pursuant to a debt cancellation agreement (the “Debt Cancellation Agreement”). The shares to be issued to the Note Holders have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor are they being offered pursuant to this prospectus. The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

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We intend to use the net proceeds from this offering (i) to repay the remaining $3.0 million of the aggregate principal amount of our Senior Promissory Notes, including any accrued and unpaid interest thereon, after the cancellation by the Note Holders of $3.0 million of the aggregate principal amount of the Senior Promissory Notes pursuant to the Debt Cancellation Agreement in a concurrent private placement, (ii) to repay $1.1 million in aggregate principal amount of our 9.09% original issue discount senior promissory notes (the “9.09% OID Notes”) and (iii) for working capital and general corporate purposes.

We are a “smaller reporting company” as defined in the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company”.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Per Share

Per Pre-Funded

Warrant

Total

Public offering price

Underwriting discounts and commissions ⁽¹⁾

Proceeds to us, before expenses ⁽²⁾

(1)

Does not include the reimbursement of certain expenses of the underwriter we have agreed to pay. Please see “Underwriting” beginning on page 13 for additional information regarding the total compensation to be received by the underwriter.

We have granted the underwriter a 45-day over-allotment option to purchase up to an additional $3,000,000 of shares of common stock (equal to 15% of the total number of shares of common stock and pre-funded warrants sold in this offering) from us at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriter exercises this option in full, the total underwriting discounts and commissions payable will be $ and the total proceeds to us, before expenses, will be $ .

The underwriter expects to deliver the securities on or about , 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Konik Capital Partners

A division of T.R. Winston & Co.

The date of this prospectus is , 2026

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TABLE OF CONTENTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION	2
		Page
PROSPECTUS SUMMARY	4
ABOUT THIS PROSPECTUS		1
RISK FACTORS	13
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	14
PROSPECTUS SUMMARY		4
USE OF PROCEEDS	15
RISK FACTORS		7
DETERMINATION OF OFFERING PRICE	15
USE OF PROCEEDS		10
DIVIDEND POLICY	15
DILUTION		11
PRINCIPAL AND SELLING SECURITYHOLDERS	16
DESCRIPTION OF CAPITAL STOCK		12
DESCRIPTION OF SECURITIES	19
SHARES ELIGIBLE FOR FUTURE SALE		14
PLAN OF DISTRIBUTION	22
UNDERWRITING		16
LEGAL MATTERS	24	20
EXPERTS	24	20
WHERE YOU CAN FIND MORE INFORMATION		20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		20

ABOUT THIS PROSPECTUS

~~You~~The ~~should~~registration ~~rely~~statement ~~only~~we onfiled with the ~~information~~Securities ~~contained in this prospectus~~ and ~~any~~Exchange ~~applicable~~Commission ~~prospectus~~(the ~~supplement.~~“SEC”) Weincludes ~~have~~exhibits ~~not~~that ~~authorized~~provide ~~anyone~~more todetail ~~provide~~about ~~you~~the ~~with~~matters ~~different~~discussed orin ~~additional~~this ~~information~~prospectus. IfYou ~~anyone~~should ~~provides~~read ~~you~~this ~~with different or inconsistent information~~prospectus, ~~you~~the ~~should~~related ~~not~~exhibits ~~rely~~filed onwith ~~it.~~the ~~The~~SEC, ~~information~~and ~~contained~~the indocuments ~~this~~incorporated ~~prospectus~~by isreference ~~accurate~~herein ~~only~~before asmaking ofyour ~~the~~investment ~~date~~decision. ofIn addition, this prospectus, ~~regardless~~contains ofsummaries ~~the time~~ of ~~delivery~~certain ofprovisions ~~this~~contained ~~prospectus~~in orsome ~~any sale~~ of ~~securities~~the documents described inherein, ~~this~~but ~~prospectus.~~reference ~~This prospectus~~ is ~~not~~made ~~an offer~~ to ~~sell~~the ~~these~~actual ~~securities~~documents ~~and~~for itcomplete isinformation. ~~not~~All ~~soliciting~~of anthe ~~offer~~summaries toare ~~buy~~qualified ~~these securities~~ in ~~any~~their ~~jurisdiction~~entirety ~~where~~by the ~~offer~~actual ~~or sale is not permitted~~documents. ~~You~~Copies ~~should~~of ~~assume~~some ~~that~~of the ~~information~~documents ~~appearing~~referred into ~~this~~herein ~~prospectus~~have orbeen ~~any prospectus supplement~~filed, aswill ~~well~~be ~~as information we have previously~~ filed ~~with~~or ~~the~~will ~~Securities~~be ~~and~~incorporated ~~Exchange~~by ~~Commission~~reference ~~(the~~as ~~“SEC”~~exhibits orto the ~~“Commission”)~~registration ~~and~~statement ~~incorporated~~of bywhich ~~reference~~this ~~herein,~~prospectus is ~~accurate~~a aspart, ofand ~~the~~you ~~date~~may onobtain ~~the~~copies ~~front~~ of those documents ~~only.~~as ~~Our~~described ~~business,~~below ~~financial~~under ~~condition,~~the ~~results~~heading of“Where ~~operations~~You ~~and~~Can ~~prospects~~Find ~~may~~More ~~have changed since those dates~~Information.”

~~For~~We ~~investors outside the United States: we~~ have not, and the ~~selling~~underwriter ~~securityholders~~has ~~have~~ not, ~~taken~~authorized anyone to provide any ~~action~~information or to ~~permit~~make ~~this~~any ~~offering~~representations orother ~~possession~~than orthose ~~distribution~~contained ofin this prospectus inor ~~any~~the ~~jurisdiction~~documents ~~where~~incorporated ~~action~~by ~~for~~reference ~~that~~herein ~~purpose~~to iswhich ~~required~~we have referred you. We take no responsibility for, ~~other~~and ~~than~~can inprovide no assurance as to the ~~United~~reliability ~~States.~~of, ~~Persons~~any ~~outside~~other ~~the~~information ~~United~~that ~~States~~others ~~who~~may ~~come~~give ~~into~~you. ~~possession~~The ofinformation contained in this prospectus ~~must~~or ~~inform~~the ~~themselves~~documents ~~about,~~incorporated ~~and~~by ~~observe~~reference ~~any~~herein ~~restrictions~~is ~~relating~~current toonly as of its date, ~~the~~regardless ~~offer~~of ~~and~~its time of delivery or any sale of ~~the~~our ~~Shares~~securities. ~~and~~Our ~~the~~business, ~~distribution~~financial condition, results of ~~this~~operations ~~prospectus~~and ~~outside~~prospects ~~the~~may ~~United~~have ~~States~~changed since that date.

This prospectus ~~contains~~is ~~forward-looking~~an ~~statements~~offer ~~that~~to ~~are~~sell ~~subject~~only tothe asecurities ~~number~~offered ofhereby, ~~risks~~and only under circumstances and ~~uncertainties,~~in ~~many~~jurisdictions ofwhere ~~which~~it ~~are~~is ~~beyond~~lawful ~~our~~to ~~control~~do so. ~~See~~We ~~“Risk~~are ~~Factors”~~not, and ~~“Cautionary~~the ~~Notice~~underwriter ~~Regarding~~is ~~Forward-Looking~~not, ~~Statements~~making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.”

All trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner. Solely for convenience, some trademarks, tradenames and service marks referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and trade names.

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~~WHERE~~CAUTIONARY ~~YOU~~NOTE ~~CAN~~REGARDING ~~FIND~~FORWARD-LOOKING ~~ADDITIONAL INFORMATION~~STATEMENTS

WeThis ~~have~~prospectus ~~filed~~contains ~~with the SEC a registration statement on Form S~~“forward-1looking ~~(the “registration statement~~statements”) ~~under~~within the ~~Securities~~meaning ~~Act to register with the SEC the Shares being offered in this prospectus. This prospectus, which constitutes a part~~ of the ~~Registration~~safe ~~Statement,~~harbor ~~does~~provisions ~~not contain all~~ of the ~~information set forth in the registration statement or the exhibits and schedules filed with it~~U. ~~For further information about us and the Shares, reference is made to the registration statement and the exhibits and schedules filed with it~~S. ~~Statements~~Private ~~contained~~Securities inLitigation ~~this~~Reform ~~prospectus~~Act ~~regarding the contents~~ of ~~any~~1995. ~~contract~~Forward-looking orstatements ~~any~~can ~~other~~be ~~document~~identified ~~that~~by iswords ~~filed~~such as: an“anticipate,” ~~exhibit~~“intend,” to“plan,” ~~the~~“goal,” ~~registration~~“seek,” ~~statement~~“believe,” ~~are~~“project,” ~~not~~“estimate,” ~~necessarily~~“expect,” ~~complete~~“continuing,” ~~and~~“ongoing,” ~~each~~“strategy,” ~~such~~“future,” ~~statement~~“likely,” is“may,” ~~qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We file annual~~“should,” ~~quarterly and current reports~~“could,” ~~proxy~~“will” and ~~registration~~similar ~~statements~~references ~~and~~to ~~other~~future ~~information with the SEC~~periods. ~~You~~Examples ~~may~~of ~~read~~forward-looking ~~and~~statements ~~copy~~include, ~~any~~among ~~reports~~others, statements ~~or other information that~~ we ~~file,~~make ~~including~~regarding ~~the~~expected ~~registration~~operating ~~statement~~results, ofsuch ~~which~~as ~~this~~anticipated ~~prospectus~~revenue; ~~forms~~anticipated alevels ~~part,~~of ~~and~~capital ~~the~~expenditures ~~exhibits~~for ~~and~~our ~~schedules~~current ~~filed~~fiscal ~~with~~year; ~~it,~~our ~~without~~belief ~~charge~~that atwe ~~the Public Reference Room maintained by the SEC~~have, ~~located~~or atwill ~~100 F Street NE~~have, ~~Washington~~sufficient ~~D.C.~~liquidity ~~20549,~~to ~~and~~fund ~~copies~~our ofbusiness ~~all~~operations orduring ~~any part of~~ the ~~registration~~next ~~statement~~12 ~~may~~months; bestrategy ~~obtained from the SEC upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330~~ for ~~further~~gaining ~~information~~customers, ~~about~~growth, ~~the~~product ~~Public~~development, ~~Reference~~market ~~Room~~position, ~~including~~financial ~~information~~results ~~about~~and ~~the operation of the Public Reference~~reserves.

~~Room~~Forward-looking statements are neither historical facts nor assurances of future performance. ~~The~~Instead, ~~SEC~~they ~~also~~are ~~maintains~~based anonly ~~Internet~~on ~~website~~our ~~that~~current ~~contains~~beliefs, ~~reports~~expectations, ~~proxy~~and assumptions regarding the future of our business, future plans and ~~information~~strategies, ~~statements~~projections, anticipated events and trends, the economy and other ~~information~~future ~~regarding~~conditions. ~~registrants~~Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that ~~file~~are ~~electronically~~difficult ~~with~~to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the ~~SEC~~forward-looking statements. ~~The~~Therefore, ~~address~~you should not rely on any of ~~the~~these ~~site~~forward-looking ~~is www~~statements.~~sec.gov.~~

~~INCORPORATION~~Forward-looking BYstatements ~~REFERENCE~~include, OFbut ~~CERTAIN~~are ~~DOCUMENTS~~not limited to, statements concerning:

~~The~~● ~~SEC~~Our ~~allows~~expectations usregarding toour ~~“incorporate by reference” the information we file with it~~liquidity, ~~which~~cash ~~means~~flows ~~that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus,~~ and ~~information~~uses that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents and all documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) pursuant to the Exchange Act on or after the date of ~~this~~cash ~~prospectus~~ and ~~prior~~ability to ~~the~~continue ~~termination~~as ofa ~~the~~going ~~offering under this prospectus (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):~~concern;

•● ~~Annual~~The ~~Report~~potential onadverse ~~Form~~effects ~~10-K~~on ~~for~~our ~~the~~operations ~~year~~and ~~ended~~financial ~~December~~performance ~~31,~~from ~~2019,~~armed asconflicts ~~filed~~or ongeopolitical ~~March 30, 2020~~tensions;

•● ~~Quarterly~~The ~~Report~~potential onadverse ~~Form~~impact ~~10-Q~~of ~~for~~global ~~the~~trade ~~quarter~~restrictions, ~~ended~~tariffs ~~March~~and ~~31,~~geopolitical ~~2020,~~tensions ason ~~filed~~our onbusiness ~~May~~and ~~11,~~supply ~~2020~~chain; ~~and~~

•● ~~Current~~The ~~Report~~potential onnegative ~~Form~~impact ~~8-K~~of ~~filed~~prolonged ~~with~~energy ~~the~~market ~~SEC~~volatility onand ~~June~~supply 2,disruptions ~~2020;~~on ~~and~~our business;

•● ~~our~~The ~~Proxy~~potential ~~Statement~~adverse onimpact ~~Schedule~~of ~~14A~~health ~~filed~~crises, ~~on August 6~~pandemics, ~~2019~~and ~~(excluding~~public ~~those~~health ~~portions~~emergencies ~~that~~on ~~are not incorporated by reference into~~ our ~~Annual~~business, ~~Report~~financial oncondition, ~~Form~~and ~~10-K).~~operations;

~~The~~● ~~description~~Our ofdependence ~~the Company’s capital stock is set forth herein beginning~~ on ~~page~~a ~~19.~~few ~~Any~~major ~~statement~~customers ~~contained~~and ~~herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for~~ the ~~purposes~~ability ~~of this prospectus~~ to ~~the~~maintain ~~extent~~future ~~that~~relationships awith ~~statement~~one ~~contained herein~~ or inmore any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of ~~this~~these ~~prospectus,~~major ~~except as so modified or superseded.~~customers;

We● ~~hereby~~Our ~~undertake~~ability to ~~provide~~operate ~~without~~with ~~charge~~financial tostability ~~each~~and ~~person,~~secure ~~including~~access ~~any beneficial owner,~~ to ~~whom~~external afinancing ~~copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any~~ and ~~all~~adequate of the information that has been incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits have been specifically incorporated by reference thereto. Requests for such copies should be directed to our Investor Relations department, at the following address:liquidity;

●	Our ability to secure and source supplies of raw materials and key components in due time and at competitive prices;

●	Our ability to achieve revenue growth and penetrate new markets;

●	Our dependence on the expertise and experience of our management team and the retention of key employees;

●	Our reliance and access to qualified personnel to expand our business;

●	Our ability to adapt to potentially adverse changes in legislative, regulatory and political frameworks;

●	Changes in interest rates or tightening of debt capital markets;

●	Changes in emissions and environmental regulations, and potential further tightening of emission standards;

●	The exposure to potentially adverse tax consequences;

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~~LiqTech~~● ~~International,~~Our ~~Inc.~~ability to compete under changing governmental standards by which our products are evaluated;

~~c/o~~● ~~LiqTech~~The ~~North~~financial ~~America~~impact ~~Inc. 1804~~from ~~Buerkle~~the ~~Road White~~fluctuation ~~Bear~~and ~~Lake,~~volatility MNof ~~55110~~foreign currencies;

~~Our~~● ~~filings~~The ~~with~~potential ~~the~~monetary ~~SEC,~~costs ~~including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and exhibits incorporated in and amendments to those reports, are available free~~ of ~~charge~~defending on our ~~website~~intellectual ~~(www.liqtech.com)~~property as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.rights;

~~CURRENCY~~● ~~INFORMATION~~Our ability to successfully protect our intellectual property rights and manufacturing know-how;

~~The~~● ~~functional currency of LiqTech International, Inc., LiqTech USA, Inc. and LiqTech NA is the U.S. Dollar.~~ The ~~Functional~~possibility ~~Currency~~ of ~~LiqTech~~a ~~Int.~~dispute ~~DK,~~over ~~LiqTech~~intellectual ~~Systems,~~property ~~LiqTech~~developed Ceramics and BS Plastic is the Danish Krone (“DKK”); the functional currency of LiqTech Germany is the Euro; and the functional currency of LiqTech Singapore is the Singapore Dollar. Our reporting currency is the U.S. dollar ($) for the purpose of the financial statements and other financial data contained elsewhere in ~~this~~conjunction ~~prospectus.~~with ~~Our~~third ~~consolidated~~parties ~~balance~~with ~~sheet~~whom ~~accounts~~we ~~are~~have ~~translated~~contractual into U.S. dollars at the period-end exchange rates (DKK 6.8158 to $1 at March 31, 2020, DKK 6.6703 to $1 at December 31, 2019 and DKK 6.5194 to $1 at December 31, 2018) and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the years of 2020, 2019 and 2018 (DKK 6.7773, DKK 6.6703 and DKK 6.3174 to $1) in which these items arise.relationships;

●	The possibility that we could become subject to litigation that could be costly, limit or cancel our intellectual property rights or divert time and efforts away from our business operations;

●	The potential negative impact to the sale of our products caused by technological advances of our competitors;

●	The potential liability for environmental harm or damages resulting from technical faults or failures of our products;

●	The possibility that an investor located within the United States may not be able to, or find it difficult to, enforce any judgments obtained in United States courts because a significant portion of our assets and some of our officers and directors may be located outside of the United States;

●	The possibility that we may not be able to develop and maintain an effective system of internal controls over financial reporting, leading to inaccurate reports of our financial results;

●	The possibility of breaches in the security of our information technology systems;

●	The liability risk associated with our compliance to environmental laws and regulations; and

●	The potential negative impact of more stringent environmental laws and regulations as governmental agencies seek to improve minimum standards.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to the section titled “Risk Factors” elsewhere in this prospectus and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (the “2025 Annual Report”), in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and any subsequent Quarterly Report on Form 10-Q, which are incorporated by reference into this prospectus, additional information regarding factors that could affect the Company’s results of operations, financial condition and liquidity. Any forward-looking statements, which we make in this prospectus, speak only as of the date of such statement, and we undertake no obligation to update such statements, except as otherwise required by applicable law. We can give no assurance that such forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this report or included in our other periodic reports filed with the SEC incorporated by reference herein could materially and adversely impact our operations and our future financial results. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this prospectus will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this prospectus.

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PROSPECTUS SUMMARY

This summary ~~may~~highlights information contained in greater detail elsewhere or incorporated by reference in this prospectus and does not contain all of the information that ~~may~~you beshould ~~important~~consider before deciding to ~~you~~invest in our common stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes incorporated by reference in this prospectus, ~~and~~before making an investment decision. Some of the ~~risk~~statements ~~factors~~included ~~under~~in this prospectus and the ~~section~~information ~~titled~~incorporated by reference herein constitute forward-looking statements. See “~~Risk~~Cautionary ~~Factors~~Note Regarding Forward-Looking Statements.” The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly-owned subsidiaries, which we collectively refer to herein as our “Subsidiaries.”

Overview

LiqTech International, Inc. is a clean technology company that provides state-of-the-art ~~products for~~ gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. For more than atwo ~~decade~~decades, we have developed and manufactured products of re-crystallized silicon carbide. We specialize in ~~two~~three business areas: ceramic membranes ~~for~~and membrane incorporated liquid filtration ~~and~~ systems, ceramic diesel particulate filters (DPFs) ~~for~~to ~~the~~ control of soot exhaust particles and black carbon emission from diesel engines, and plastic components for usage across various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on ~~unique~~innovative silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our offices in ~~the United States and~~ Denmark, and through local representatives and distributors. The products are shipped directly to customers from our production facilities in ~~the United States and~~ Denmark.

The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly -owned subsidiaries, ~~including LiqTech USA, Inc., a Delaware corporation (“LiqTech USA”),~~ which ~~owns~~we ~~all~~collectively ofrefer the outstanding equity interest in LiqTech International A/S, a Danish limited company organized under the Danish Act on Limited Companies of the Kingdom of Denmark (“LiqTech Int. DK”), together with its direct wholly owned subsidiaries LiqTech Systems A/S (“LiqTech Systems”), LiqTech Ceramics A/S (“LiqTech Ceramics”) and BS Plastic A/S (“BS Plastic”), three Danish limited companies organized under the Danish Act on Limited Companies of the Kingdom of Denmark and LiqTech NA, Inc., a Delaware corporation (“LiqTech Delaware”). Collectively, LiqTech USA, LiqTech Int. DK, LiqTech Systems, LiqTech Ceramics, BS Plastic and LiqTech Delaware are referred to herein as our “Subsidiaries”.

WeAt present, we conduct our operations in the Kingdom of Denmark, ~~and~~ the ~~United States~~U.S. ~~Our~~and ~~Danish~~China, ~~operations~~with ~~are~~locations ~~located~~ in the Copenhagen area, in Hobro, ~~and~~Fort ~~in Aarhus~~Worth, Texas and ~~our U~~Nantong.~~S. operations are conducted in White Bear Lake, Minnesota.~~

Our ~~Products~~ Strategy

WeOur ~~manufacture~~strategy ~~and~~is ~~sell~~to ~~ceramic~~leverage ~~membranes~~our ~~and~~core ~~systems~~competencies ~~for~~in ~~the~~material science, advanced filtration, ofsystems ~~liquids~~integration, and ~~diesel~~ ~~particulate~~application ~~filters~~knowledge, ~~for~~creating ~~the~~differentiated ~~control~~products ofwith ~~soot~~compelling ~~exhaust~~value ~~particles~~propositions ~~from~~to ~~diesel~~penetrate ~~engines.~~attractive Weend ~~also~~markets ~~provide~~with ~~plastics~~customer ~~parts~~needs ~~through~~and ~~the~~regulatory ~~recently~~tailwinds. ~~acquired~~Essential BSimperatives ~~Plastics~~associated ~~A/S~~with ~~for~~our astrategy ~~variety~~include ofthe ~~internal and external industrial applications.~~following:

~~Ceramic~~● ~~Silicon~~Develop ~~Carbide~~and ~~Membranes~~reinforce new products and applications to provide clean water and reduce pollution. We currently provide water filtration systems for ~~Liquid~~commercial ~~Filtration~~pool owners, dual fuel marine vessels, shipowners, and ship operators as well as tailored filtration systems for oil & gas operators, industrial operators and services companies. We are expanding our range of products to better leverage existing customer relationships and develop new relationships within the oil & gas, marine, chemical, and other industries.

~~Under~~● ~~the~~Better ~~“LiqTech”,~~penetration ~~“Cometas”~~of ~~and~~existing ~~“Provital”~~end ~~brand~~markets ~~names,~~where weour ~~manufacture~~value ~~and~~proposition ~~sell~~is ~~ceramic~~strong. ~~silicon~~We ~~carbide~~have ~~membranes~~successfully ~~and~~sold ~~systems~~products ~~for~~and ~~liquid~~installed ~~filtration~~systems ~~using~~into ~~our~~several ~~patented~~end ~~silicon~~market ~~carbide~~segments--including ~~technology~~automotive/transportation, ~~(sometimes~~clean ~~also~~water ~~referred~~and topool ~~herein~~filtration, ~~as our “SiC Filters”). Our currently focus is on~~ marine, ~~scrubber~~industrial ~~wash~~wastewater, ~~water~~chemical/petrochemical, ~~hydrocarbon~~and ~~production-derived~~oil ~~contaminated~~& ~~water,~~gas ~~which~~applications. weWe ~~refer~~are tofocused ~~herein~~on astargeting ~~“produced~~and ~~water”, removal~~developing ofnew ~~heavy~~customers ~~metals~~ in ~~mining~~these ~~and~~end ~~energy~~markets ~~applications, pre-filtration~~while ~~for~~working ~~reverse~~with ~~osmosis~~distributors, inagents, ~~drinking~~and ~~water~~partners ~~and~~to access other ~~industrial~~ ~~applications~~important geographic markets.

● Develop new end markets for our core products and applications. Our ~~SiC~~existing ~~Filters~~products ~~have~~and ~~been~~systems ~~used~~are inrelevant ~~the~~for ~~following~~and valuable to other end markets, and we regularly evaluate opportunities to develop strategic partners to perfect new applications byand ~~our~~validate ~~clients:~~associated value propositions.

●Recent Marine scrubber wash water: We supply water filtration systems for marine scrubber systems that may be employed on marine vessels to reduce sulphur emissions resulting from operating on heavy fuel oil (HFO). To date, more than 250 water treatment systems have been installed as a result of orders from European and Asian scrubber technology providers.Developments

●On ~~Produced~~May ~~water:~~22, ~~Our~~2026, ~~membranes~~we ~~can~~issued beand ~~used~~sold ~~for~~9.09% original discount promissory notes in an aggregate principal amount of $1.1 million (the ~~filtration~~“OID Notes”) to affiliates of Bleichroeder L.P. and Laurence W. Lytton (together, the “~~produced~~Investors”), ~~water~~pursuant ~~that~~to isa note purchase agreement entered into with the Investors (the “Note Purchase Agreement”). The OID Notes were issued for a ~~byproduct~~purchase price of ~~oil~~$1,000,000 and ~~gas~~reflect ~~production~~an original issue discount of $100,000. The ~~amount~~Note ofPurchase ~~produced~~Agreement ~~water~~contains ~~varies~~customary ~~between~~representations, ~~0.1~~warranties, toand ~~ten~~covenants ~~times~~of the ~~amount~~Company ofand ~~oil~~Investors ~~produced~~as detailed therein. WeThe ~~have~~OID ~~performed~~Notes ~~testing~~have ~~with~~a ~~major~~term ~~international~~of ~~private~~two months and ~~public~~do ~~oil~~not ~~and~~bear ~~gas~~interest ~~companies~~during this period. WeHowever, ~~have~~if ~~installed~~the OID Notes are not repaid by maturity date, the ~~first~~OID ~~system~~Notes ~~for~~will anthereafter ~~international~~bear ~~oil~~interest ~~and~~of ~~gas~~10% ~~company~~per toannum, ~~provide~~which ~~and~~will ~~service~~increase ~~produced~~by ~~water~~1% ~~filters~~each onmonth ~~one~~the OID Notes remain unpaid, up to a maximum of ~~its~~16% ~~offshore~~per ~~platforms~~annum, payable monthly. ~~Two~~Proceeds ~~additional~~from ~~commercial~~the ~~installations~~OID ~~have~~Notes ~~been~~shall ~~commissioned~~be ~~with~~used ~~LiqTech~~for ~~membranes~~working capital and general corporate purposes.

We filed our Articles of Incorporation on July 1, 2004, and are incorporated under the laws of the State of Nevada. Our principal executive office is located at Industriparken 22C, 2750 Ballerup, Denmark, and our telephone number is +45 3131 5941. We maintain an Internet website at www.liqtech.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through our website as soon as reasonably practicable after we electronically file with or furnish them to the SEC and are available in print to any stockholder who requests a copy. The information contained in, or accessible from, our website is not a part of this prospectus.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not smaller reporting companies. These provisions include (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act of 2002, as amended; (ii) scaled executive compensation disclosures; and (iii) the option to provide only two years of audited financial statements, instead of three years.

We will continue to be a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter.

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●The Pre-filtration of reverse osmosis drinking water: Prior to passing through reverse osmosis membranes to produce drinking or industrial water from sea or surface water, the sea or surface water must be pre-filtered. We have performed successful tests for the pre-filtration of sea and surface water for this purpose with numerous clients.Offering

● Industrial applications: We have delivered complete water treatment systems for certain targeted, aggressive fluids applications, such as the removal of heavy metals for energy providers in Denmark and Finland and the filtering of mining wastewater for a European mining company.

Common stock offered by us		$20,000,000 of shares of common stock (or $23,000,000 of shares of common stock if the underwriter exercises its over-allotment option in full).

Pre-Funded Warrants offered by us		We are also offering to certain purchasers whose purchase of our common stock in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. Each pre-funded warrant will be exercisable for one share of common stock. The purchase price of each pre-funded warrant will equal the price at which the common stock is being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

Common stock to be outstanding after this offering		21,058,952 shares (or 22,725,618 shares if the underwriter exercises its over-allotment option in full), based on the assumed issuance of 11,111,111 shares in this offering (or 12,777,777 shares if the underwriter exercises its over-allotment option in full) at an assumed public offering price of $1.80 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on May 22, 2026, and assuming no sale of pre-funded warrants and excluding shares of common stock issuable upon exercise of the underwriter warrants.

Over-allotment option		We have granted the underwriter a 45-day over-allotment option to purchase up to an additional $3,000,000 of shares of common stock (equal to 15% of the total number of shares of common stock and pre-funded warrants sold in this offering) from us at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

Underwriter Warrants		The registration statement of which this prospectus is a part registers the underwriter warrants to purchase shares of our common stock to be issued to the underwriter in the offering as a portion of the compensation payable to the underwriter in connection with this offering. The underwriter warrants will be exercisable from issuance at the exercise price of $ (125% of the public offering price per share of our common stock) and expire three years after the commencement of sales in this offering. The underwriter warrants are subject to a 180-day lock-up period. See “Underwriting” on page 12.

Concurrent private placement		In a concurrent private placement expected to be consummated upon the closing of the offering of the securities registered hereby, we have agreed to issue to the Note Holders a number of shares of our common stock determined based on a deemed issuance price per share equal to the public offering price per share to be sold in this offering, in exchange for the cancellation of $3.0 million of the aggregate principal amount of our Senior Promissory Notes, pursuant to the Debt Cancellation Agreement. The shares to be issued to the Note Holders have not been registered under the Securities Act, nor are they being offered pursuant to this prospectus. The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ (or approximately $ if the underwriter exercises its over-allotment option in full), after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. We intend to use the net proceeds of this offering (i) to repay the remaining $3.0 million of the aggregate principal amount of our Senior Promissory Notes, including any accrued and unpaid interest thereon, after the cancellation by the Note Holders of $3.0 million of the aggregate principal amount of the Senior Promissory Notes pursuant to the Debt Cancellation Agreement in a concurrent private placement, (ii) to repay $1.1 million in aggregate principal amount of our 9.09% OID Notes, and (iii) for working capital and general corporate purposes. See “Use of Proceeds.”

● Producing clean drinking water: The potential of LiqTech SiC Filters in drinking water production is diverse and the benefits are numerous. Some examples include ground water removal of precipitated salts such as iron and manganese; surface water removal of organic suspended solids and humic acid; and sea water pre-filtration before reverse osmosis. We have entered into a cooperation agreement with Grundfos, a leading pump producer to market a newly developed water treatment unit for ground water.

● Pool and spa water: We have supplied several turnkey water filtration systems for medium to very large public swimming pool installations in Europe.

Our products are based on the following silicon carbide membrane technologies:

● CoMem is a unique, patented membrane technology that utilizes a crossflow structure to handle high concentrations of suspended solids found, for example in produced water from the oil and chemical industry and wastewater from industrial processes and manure filtration; and

● Aqua Solution, which integrates a dead-end structural design with cutting-edge membrane technology in a solution specifically designed for applications in the pre-treatment for reverse osmosis, wastewater treatment and swimming pool and spa water filtration.

Our SiC Filters are manufactured with a silicon carbide ceramic membrane based on patented technology. We are not aware of other companies that make both the substrate (honeycomb) and the membrane (the part that accomplishes the filtering) solely from silicon carbide.

The advantages of our SiC Filters compared to other pre-filtration systems for reverse osmosis are:

● Our SiC Filters offer the same water flow as commonly used sand filters that require up to 400 times more space and have pore sizes at least three times bigger than our SiC Filters, and reduce the number of membrane elements and pressure vessels;

● With our SiC Filters, high flow capacities are achieved at very low pressures, which reduce energy costs;

● Our SiC Filters reduce water consumption for sand filter backwash; and

● Our SiC Filters eliminate the consumption or maintenance of filter cartridges.

Our SiC Filters offer consistent removal of oil and suspended solids at high throughput rates regardless of feed conditions. Our membranes are ideal for the treatment of scrubber wash water; produced water for discharge and re-injection, pre-reverse osmosis (“RO”) as well as polymer flooded streams. We offer on shore and offshore solutions and have extensive experience with produced water streams for fracking, gas condensate, and oil emulsions. We believe our SiC filters are the best alternative to micro-flotation and walnut shell filters due to their cost savings, reduced installation cost, robustness and reduced downtime. Our chemically inert, plug-and-play filters are extremely hard, chemically resistant and durable ceramics with high flux (flow) to increase membrane life and reduce downtime for cleaning. SiC filters are stronger, harder, longer-lasting, more temperature-resistant and recover faster than conventional ceramic or polymeric membranes.

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Our flat sheet membranes (“FSM”) offer low energy consumption, maximum permeation, innovative rack design and high flux. These membranes are used in drinking water, pre-RO, and industrial wastewater reuse applications. The FSM carrier and the selective layer are also made of silicon carbide, which gives the product unique advantages such as high flux, total chemical resistance (pH 0-14), long life and the lowest fouling tendency of any polymeric or ceramic membrane material. Our tubular membranes offer robust and high yield membrane solutions for produced water in the Oil & Gas market and industrial wastewater for removing suspended solids as well as oil droplets and oil emulsions from solutions. Our dynamic, high-flux membrane disks are designed for the removal of high suspended solids. The filtration path direction is outside-in, with internal permeation channels that facilitate removal of the solids. A crossflow effect is generated through the rotation of the discs at high velocities that enables flow cleaning of the filter membrane surface. This principle offers energy savings that can exceed 80% compared to conventional cross flow.

Risk factors		You should read the “Risk Factors” section of this prospectus beginning on page 7 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Lock-up		We have agreed with the underwriter that, for a period beginning on the date of the underwriting agreement and ending 90 days after the closing of this offering, we and our subsidiaries will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or (ii) file any registration statement or amendment or supplement thereto, as well as certain additional restrictions as set forth in the underwriting agreement, in each case subject to customary exceptions. We have also agreed at the closing of this offering not to effect or enter into an agreement to effect any issuance by us or our subsidiaries of any common stock or common stock equivalents involving a variable rate transaction (as defined in the underwriting agreement) for a period of 12 months after the closing of this offering. Pursuant to “lock-up” agreements, our directors and officers have agreed, without the prior written consent of the underwriter, not to directly or indirectly, (i) offer to sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, indirectly or directly, shares of capital stock of the Company, (ii) cause to be filed any registration statement relating to their resale of any shares of capital stock of the Company, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or other such securities, in cash or otherwise, subject to customary exceptions, for a period beginning on the date of such lock-up agreements and ending 90 days from the closing of this offering. See “Underwriting” for more information.

Nasdaq Capital Market symbol		Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “LIQT.” There is no established public trading market for the pre-funded warrants to be sold in this offering and we do not expect a market to develop. In addition, we do not intend to apply for listing of pre-funded warrants on the Nasdaq Capital Market, any other national securities exchange or any other trading system.

Transfer Agent and Registrar		Securities Transfer Corporation.

~~For~~The ~~the~~number ~~years~~of ~~ended~~shares ~~December~~of 31our common stock to be outstanding immediately after this offering, ~~2019~~assuming the maximum number of shares of our common stock is sold and ~~2018~~assuming no sale of pre-funded warrants, weis ~~received~~based ~~grants~~on ~~from~~9,947,841 ~~governmental~~shares ~~entities~~of our common stock outstanding as of ~~$624~~May 22,~~981~~ 2026 and ~~$431,340,~~excludes ~~respectively.~~the following:

~~For~~• ~~the~~5,299,879 ~~years~~shares ~~ended~~of ~~December~~our ~~31,~~common ~~2019~~stock ~~and~~issuable ~~2018,~~upon ~~our~~exercise ~~sales~~ of ~~liquid~~pre-funded ~~filters,~~warrants ~~services~~outstanding ~~and~~as ~~systems~~of ~~were~~May ~~$25~~22,~~464,614~~ ~~and $5~~2026,~~264,663,~~ ~~respectively,~~with ~~and~~a ~~accounted~~weight-averaged ~~for~~exercise ~~78%~~price ~~and 43%~~ of ~~our~~$0.006 ~~total~~per ~~sales, respectively.~~ share;

~~Diesel~~• ~~Particulate~~6,091,346 ~~Filters~~shares ~~(DPFs)~~of our common stock issuable upon exercise of warrants outstanding as of May 22, 2026, with a weight-averaged exercise price of $2.29 per share;

We• ~~offer~~309,527 ~~diesel~~shares ~~particulate~~of ~~filters for exhaust emission control solutions to the verified retrofit and original equipment manufacturer (OEM) market through~~ our ~~direct~~common ~~sales~~stock ~~force.~~subject ~~DPF sales are generally made~~ to ~~distributors~~restricted ~~specializing~~stock inunits, ~~sales~~or toRSUs, ~~end~~outstanding ~~users.~~as Weof ~~use~~May a22, ~~proprietary “nano washcoat” to provide catalytic coating for anything from diesel particulate filters to catalytic converters. Our DPF products are sold worldwide under the LiqTech brand.~~2026;

We• ~~have developed a robust silicon carbide diesel particulate filter that is especially effective for vehicles that produce a high soot load~~1, ~~and~~385,737 ifshares ~~properly~~of ~~maintained,~~our ~~should~~common ~~last~~stock asreserved ~~long~~and asavailable ~~the vehicle’s engine. Our DPFs are ideal~~ for ~~off-road~~future ~~vehicles~~issuance ~~because~~as of ~~their~~May ~~strength~~22, ~~chemical non-reactive nature~~2026, ~~temperature~~under ~~resilience~~our ~~and~~equity ~~thermal~~incentive ~~conductivity.~~ plans;

~~Our~~• ~~DPF~~The ~~Filters can~~shares ~~handle~~of ~~higher~~our ~~soot~~common ~~loads~~stock ~~than~~underlying ~~filters~~the ~~that~~underwriter dowarrants; ~~not use a silicon carbide membrane, which makes them ideal for situations in which engines infrequently reach high enough temperatures to burn off soot. Examples include:~~and

●• ~~Garbage~~The ~~trucks;~~shares of our common stock issuable to the Note Holders pursuant to the Debt Cancellation Agreement in the concurrent private placement.

● Port vehicles;

● Diesel pickup trucks not carrying a full load;

● Off-road construction vehicles that idle for long periods of time; and

● Intra-city vehicles that do not reach highway speeds.

For the years ended December 31, 2019 and 2018, our sales of DPFs were $5,652,685 and $6,536,085, respectively, and accounted for 17% and 53% of our total sales, respectively.

Plastics

Plastics has been part of our offering since the acquisition of the Danish Company BS Plastic A/S on September 4, 2019. Plastics is providing machined and welded plastic parts used for the prepress, UV and aquaculture market segments.

For the year ended December 31, 2019 (4 months), our plastics revenues were $895,203 and accounted for 3% of our total sales.

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~~Our~~RISK ~~Competitive Strengths~~ FACTORS

WeInvesting ~~believe~~in our securities involves a high degree of risk. You should carefully consider the ~~following~~risks ~~strengths~~described ~~position~~below usand the risks described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference herein, as well as the financial or other information included in this prospectus or incorporated by reference in this prospectus, including our consolidated financial statements and the related notes, before you decide to ~~increase~~buy our ~~revenue~~securities. If any of the events or developments described below were to occur, our business, prospects, operating results and ~~profitability:~~ financial condition could suffer materially, the trading price of our securities could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

•Risks ~~Advantages~~Related of Silicon Carbide Membranes: Our diesel exhaust and liquid filtration products utilize silicon carbide membranes, which have certain qualities that we believe make our products more effective than those of our competitors. Unlike filtration products that use aluminum oxide, silicon carbide membranes are chemically inert and temperature resistant. Furthermore, silicon carbide membranes exhibit a high degree of hydrophilicity (tendency of a surface to ~~become~~this ~~wet~~Offering or to absorb water) that results in unique flux (low energy consumption). Silicon carbide is also very durable with hardness second only to diamond, making it a highly desirable material for a variety of aggressive fluids in industrial applications. As a result, we believe that such superior physical properties make our products desirable in both exhaust emissions control products and liquid filtration products.

•We ~~Complete~~have ~~systems~~broad ~~fabrication:~~discretion ~~LiqTech~~in ~~provides~~the ~~full~~use ~~fabrication and integration~~ of ~~our~~the ~~membranes~~net ~~into~~proceeds ~~complete filtration systems made~~ from ~~corrosive-resistant~~this ~~materials~~offering and ~~components.~~may Wenot ~~provide~~use ~~complete~~them ~~in-house engineering capabilities for process design, 3D modeling and control~~effectively. The entire specification, engineering, fabrication and commissioning process is delivered by our professional staff of highly dedicated engineers and craftsmen. We believe that supplying our customers with turnkey solutions built upon our silicon carbide membranes is unique in the market. LiqTech is more than a membrane supplier—we are also a provider of complete water filtration and treatment systems.

•Our ~~Broad~~management ~~Application~~has broad discretion in the application of ~~LiqTech~~the ~~Membranes:~~net proceeds from this offering, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Our ~~membranes~~management ~~can~~could bespend ~~applied~~the net proceeds from this offering in aways ~~variety~~that ofdo ~~applications,~~not ~~including:~~improve ~~filtration~~our results of ~~marine~~operations ~~scrubber~~or ~~wash~~enhance ~~water;~~the ~~processing~~value of ~~industrial~~our ~~waste~~common ~~water~~stock. ~~and~~The ~~produced~~failure ~~water;~~by ~~pre-treatment~~our ofmanagement ~~drinking~~to ~~water;~~apply ~~and~~these ~~pre-filtration~~funds ~~for~~effectively ~~reverse~~could ~~osmosis,~~result ~~oil~~in ~~emulsion~~financial ~~separation,~~losses ~~bacteria~~that ~~removal~~could ~~for~~have ~~aquaculture~~a material adverse effect on our business, ~~commercial~~cause ~~swimming~~the ~~pool~~price ~~water~~of ~~treatment~~our common stock to decline and delay the ~~separation~~development of ~~metals~~our product candidates. Pending their use, we may invest the net proceeds from ~~liquids~~this offering in ~~industrial~~a ~~processes~~manner that does not produce income or that loses value.

~~Marketing~~Future ~~and Manufacturing in Key Markets and Expanding to Other Market: We have production and~~ sales ~~capacity~~of ~~in North America and Europe. We also sell~~ our ~~products~~common ~~through~~stock ~~distributors and agents~~ in ~~many~~the ~~other~~public ~~countries~~market ~~such~~could ascause ~~China,~~the ~~Spain,~~market ~~UK,~~price ~~Korea,~~of ~~France,~~our ~~Italy~~common ~~and~~stock ~~Brazil.~~to Wedrop ~~have~~significantly, ~~established~~even ~~customer~~if ~~relationships~~our inbusiness ~~more~~is ~~than~~doing ~~25 countries~~well.

•Sales ~~Strong~~of ~~and~~a ~~Experienced~~substantial ~~Management~~number ~~Team:~~of ~~Our~~shares ~~management~~of ~~team~~our ~~has~~common ~~deep~~stock ~~experience~~in the public market, or the perception in the ~~clean~~market ~~technology~~that ~~and~~the ~~filtration~~holders ~~industries~~of ~~and~~a ~~drives~~large ~~growth~~number ~~through~~of shares intend to sell shares, could reduce the ~~development~~market price of ~~new~~our ~~applications~~common stock and ~~technologies~~make it more difficult for you to sell your shares of our common stock at a time and ~~cultivating~~price ~~relationships~~that ~~with~~you ~~customers~~deem appropriate.

~~Our~~We ~~Strategy~~may raise money through additional public or private offerings of our equity securities or equity-linked securities. Any sales of our equity or equity-linked securities could have a material adverse effect on the market price of our common stock.

~~Our~~In ~~strategy~~addition, iswe tohave ~~create~~a ~~stockholder~~significant ~~value~~number byof ~~leveraging~~RSUs, warrants and pre-funded warrants outstanding, and may also choose to issue additional shares of our ~~competitive~~common ~~strengths~~stock, inor ~~silicon~~securities ~~carbide~~convertible ~~filters~~into ~~and~~or ~~membranes~~exchangeable ~~through~~for shares of our ~~focus~~common onstock, ~~discrete~~in ~~applications~~the future in ~~key~~connection ~~end~~with ~~markets~~a financing, an acquisition, a litigation settlement, employee arrangements or otherwise. ~~Essential~~In ~~features~~the event that the outstanding RSUs, warrants or pre-funded warrants are exercised, or that we make additional issuances of shares of our ~~strategy~~common ~~include:~~ stock or other convertible or exchangeable securities, you could experience additional dilution. Furthermore, we cannot assure you that we will be able to issue shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing our securities in the future may have rights superior to investors purchasing shares in this offering.

• Maintain and gain new marine industry customers. We currently provide water filtration systems for scrubber technology providers, ship owners and ship operators. We are expanding our range of marine products to better leverage existing customer relationships.

• Enter new geographic markets and expand existing markets. We plan to continue to manufacture and sell our products from our core operations in Denmark. We work with distributors, agents and partners to access other important geographic markets.

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•There ~~Develop~~is ~~and~~no ~~improve~~public ~~technologies~~market ~~and~~for ~~enter new end markets. We intend to continue to develop our ceramic membranes and improve~~ the ~~filtration~~pre-funded ~~efficiency~~warrants ~~for our filtration products. Through continuous research and development, we intend~~ to ~~find~~purchase ~~new~~common ~~uses~~stock ~~for~~in ~~our~~this ~~products and plan to expand into new markets that offer significant opportunity for the Company~~offering.

•There ~~Focus~~is onno ~~the~~established ~~development~~public ~~and~~trading ~~sales~~market offor ~~standardized~~the ~~water~~pre-funded ~~filtration~~warrants ~~and~~that ~~treatment~~are ~~systems.~~being Weoffered ~~will~~in ~~continue~~this ~~our~~offering, ~~focus~~and onwe ~~selling~~do ~~systems~~not ~~based~~expect ona ~~our~~market ~~unique~~to ~~SiC Filters~~develop. WeIn ~~will~~addition, ~~also~~we ~~combine~~do ~~the~~not ~~ceramic~~intend ~~membranes~~to ~~with~~apply ~~other technologies~~ to ~~offer~~list ~~our~~the ~~customers~~pre-funded ~~complete~~warrants ~~filtration~~on ~~solutions.~~any Wenational ~~will~~securities ~~continue~~exchange ~~our~~or ~~focus~~other ontrading ~~developing~~market. ~~smaller~~Without ~~standard~~an ~~systems~~active market, ~~like~~the ~~our~~liquidity ~~ground~~of ~~water~~the ~~treatment~~pre-funded ~~system~~warrants ~~and~~will ~~our~~be ~~residential swimming pool system~~limited.

~~Industry~~We ~~Overview~~ may not receive any additional funds upon the exercise of the pre-funded warrants.

WeEach ~~serve~~pre-funded ~~primarily~~warrant ~~two~~may ~~industries:~~ be exercised by way of a cashless exercise, meaning that the ~~liquid~~holder ~~filtration~~may ~~system~~not ~~market~~pay ~~and~~a cash purchase price upon exercise, but instead would receive upon such exercise the ~~diesel~~net ~~particle~~number ~~filter~~of ~~(DPF)~~shares ~~market.~~of ~~Our~~our ~~goal~~common isstock determined according to ~~leverage~~the ~~our~~formula ~~products~~set ~~and~~forth ~~technology~~in ~~into~~the ~~industrial~~pre-funded ~~liquid~~warrants. ~~filtration~~Accordingly, ~~applications~~we ~~that~~may ~~offer~~not ~~significant~~receive ~~growth~~any ~~opportunity~~additional ~~and~~funds toupon ~~take~~the ~~advantage~~exercise of ~~favorable~~the ~~market~~pre-funded ~~trends~~warrants.

~~Liquid~~Significant ~~Filtration~~holders ~~Market~~or beneficial holders of our common stock may not be permitted to exercise pre-funded warrants that they hold.

~~The~~A ~~market~~holder ~~for~~of ~~marine~~a ~~water~~pre-funded ~~filtration~~warrant ~~systems~~will isnot ~~rapidly~~be ~~developing~~entitled ~~due~~ to ~~new~~exercise ~~regulations~~any ~~for~~portion ~~sulphur~~of ~~and~~any ~~ballast~~pre-funded ~~water~~warrants ~~emissions.~~which, ~~Industry~~upon ~~experts~~giving ~~estimate~~effect ~~that~~to 8such exercise,~~000-10,000~~ ~~ships~~would ~~will~~cause bethe ~~retrofitted~~aggregate ~~with~~number aof ~~scrubber~~shares ~~water~~of ~~treatment~~our ~~system~~common ~~over~~stock beneficially owned by the ~~next~~holder ~~five~~(together ~~years~~with its affiliates) to exceed 4.99% At(or, at the ~~end~~election of ~~2019~~the purchaser, 9.99%) of the ~~industry~~number ~~statistics~~of ~~note~~shares ~~that~~of ~~nearly~~our ~~4,000~~common ~~ships~~stock ~~have~~outstanding ~~installed~~immediately after giving effect to the exercise. Such percentage may be increased or ~~ordered~~decreased ~~scrubbers~~by ~~(according~~written tonotice ~~DNV~~by GLthe ~~report~~holder ~~March~~of ~~2020),~~the ~~with~~pre-funded ~~most~~warrants ~~installations~~to ~~being~~any ~~open~~other ~~loop~~percentage ~~scrubbers~~not in excess of 9. ~~Open~~99%. ~~loop~~Such ~~scrubbers~~increase ~~discharge~~or ~~the~~decrease ~~wash~~will ~~water~~not ~~directly~~be ~~into~~effective until the ~~sea. The~~sixty-first ~~addressable~~(61st) ~~market~~day ~~for~~after ~~LiqTech~~such notice is ~~focused~~delivered onto ~~closed~~us. ~~loop~~As ~~scrubbers~~a result, ~~where~~you ~~the~~may ~~scrubber~~not ~~wash~~be ~~water~~able isto ~~routed~~exercise ~~through~~your ~~the~~pre-funded ~~LiqTech~~warrants ~~filtration~~for ~~system~~shares of our common stock at a time when it would be financially beneficial for you to ~~remove~~do ~~sulphur~~so. ~~and~~In ~~other~~such ~~particulates~~circumstance, ~~and~~you could seek to sell your pre-funded warrants to realize value, but you may be unable to do so in the ~~clean~~absence ~~water~~of isan ~~then~~established ~~recycled~~trading asmarket ~~wash~~for ~~water~~the pre-funded warrants.

AsThe ~~noted~~holders ~~above, the use~~ of ~~open loop scrubbers to clean~~ the ~~exhaust~~pre-funded ~~from~~warrants ~~marine~~will ~~engines~~have ~~that~~no ~~use~~rights ~~high~~as ~~sulphur~~common ~~residual~~stockholders ~~oil~~until ~~and diesel fuels may lead to the discharge of high concentrations of harmful compounds in the waters from vessels using~~ such ~~scrubbers.~~holders ~~Several~~exercise ~~trials~~their have been conducted onboard vessels by scrubber suppliers to define the constituent concentrations in wash water discharge. The trials find that scrubber wash water also contains suspended solids, heavy metals, hydrocarbons and polycyclic aromatic hydrocarbons (PAHs). Before the scrubber wash water is discharged, it must be treated to remove solids. LiqTech’s water treatment systems can be used to remove the solids from wet scrubber wash water. The treatment process includes a pre-~~filtration~~funded ~~step~~warrants ~~followed by a LiqTech SiC membrane filtration. Treated water quality is monitored (NTU, PAH~~ and ~~pH)~~acquire ~~before~~shares ~~discharge. We believe that many~~ of the open loop scrubbers already installed will eventually be converted to closed loop (where the LiqTech filtration system is employed), thus resulting in a significantly larger market for LiqTech. The Company is globally engaging with scrubber equipment suppliers, ship owner/operators and shipyards. Furthermore, we are presenting our ~~water~~common ~~treatment and filtration solutions at marine conferences and trade shows~~stock.

InExcept ~~addition~~by tovirtue ~~our~~of ~~marine~~such ~~scrubbers,~~holder’s ~~LiqTech~~ownership ~~offers~~of ~~packaged~~shares ~~filtration~~of ~~systems~~our ~~consisting~~common ofstock, ~~ceramic~~the ~~SiC~~holder ~~and~~of ~~conventional~~a ~~reverse~~pre-~~osmosis~~funded ~~(RO)~~warrant ~~membranes for industrial and municipal customers. We anticipate that global demand~~ will ~~increase~~not ~~for~~have ~~robust~~the ~~and~~rights ~~low~~or ~~operating~~privileges ~~expense products such as ours that are well-suited for mobile and modular systems. RO membranes are increasingly used for the production~~ of ~~drinking~~a ~~water~~holder ~~(desalination~~ of ~~sea~~our ~~water~~common ~~or brackish water)~~stock, ~~demineralized~~including ~~water~~any invoting ~~industrial processes (boiler feed water~~rights, ~~microelectronics~~until ~~production),~~such asholder ~~well~~exercises asthe inpre-funded ~~food processing and pharmaceuticals production~~warrant. InUpon ~~addition,~~exercise ~~many~~of ~~laboratories~~the ~~rely~~pre-funded on pure water for which demineralization is an essential step. LiqTech is differentiated by what we believe is our superior SiC membrane technology and by being able to provide a complete water treatment system. According to Lux Researchwarrant, ~~an industry expert,~~ the ~~market~~holders ~~size~~will ~~for membrane~~be ~~technologies~~entitled into ~~the~~exercise ~~water industry and~~ the ~~adoption~~rights of ~~next-generation~~a ~~separations~~stockholder inof ~~municipal~~common ~~and~~stock ~~industrial~~only ~~applications~~as ~~is expected~~ to ~~grow~~matters atfor awhich ~~compound~~the ~~annual~~record ~~growth~~date ~~rate~~occurs ~~(CAGR)~~after ofthe ~~7.5%,~~exercise ~~from $8~~date.~~1 billion in 2018 to $11.7 billion in 2021.~~

WeIf ~~also~~you ~~see~~purchase aour ~~general~~common ~~trend~~stock ~~worldwide of increasing demand for higher-quality re-injection water~~ in ~~connection~~this ~~with unconventional oil and gas production. In addition~~offering, weyou ~~see~~may ~~tightening~~incur ~~water~~immediate ~~discharge~~and ~~legislation,~~substantial ~~increasing~~dilution ~~water~~in ~~usage (more water produced per barrel oil) and~~ the ~~introduction~~book value of ~~Enhanced~~your ~~Oil~~shares ~~Recovery (“EOR”) techniques. The tightening~~ of ~~produced water specifications is a problem for conventional treatment and filtration technologies; however,~~ our ~~SiC~~ ~~Filters have~~common ~~been shown to mitigate these challenges, and we believe the increasing demand represents a favorable market trend for our business~~stock.

Investors purchasing shares of our common stock and pre-funded warrants in this offering will pay a price per share that substantially exceeds the as-adjusted book value per share of our tangible assets after subtracting our liabilities. As a result, investors purchasing shares of our common stock or pre-funded warrants in this offering will incur immediate dilution of approximately $0.58 per share, representing the difference between the assumed public offering price of $1.80 per share and our as adjusted net tangible book value as of March 31, 2026.

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~~Water~~This dilution is ~~essential~~due to ~~life~~the onsubstantially ~~earth,~~lower ~~and~~price ~~clean~~paid ~~water~~by ~~shortages~~our ~~are~~investors ~~expected~~who purchased shares prior to ~~affect~~this ~~half~~offering ofas compared to the ~~human~~price ~~population~~offered byto ~~2025~~the ~~(Worldwildlife)~~public in this offering. ~~29%~~In ofaddition, ~~the~~as ~~human~~of ~~population~~May is22, ~~living~~2026, ~~today~~we ~~without~~had ~~clean~~outstanding ~~water~~5,299,879 ~~and~~pre-funded ~~this~~warrants iswith ~~expected~~a toweighted ~~increase~~average toexercise ~~half~~price of ~~the~~$0.006 ~~population~~per byshare ~~2025~~and ~~due~~6,091,346 towarrants ~~the~~with ~~growing~~a ~~population~~weighted ~~(United~~average ~~Nations)~~exercise price of $2.29 ~~According~~per toshare; the ~~World~~exercise ~~Health~~of ~~Organization,~~any ~~approximately~~of ~~2,200~~these ~~children~~options ~~die~~would ~~every~~result ~~day~~in ~~due~~additional todilution. ~~unsafe~~As ~~water~~a ~~and~~result of the ~~lack~~dilution ofto ~~basic~~investors ~~sanitation.~~purchasing ~~Due~~shares toin ~~the~~this ~~growing~~offering, ~~need~~investors ~~for~~may ~~pure~~receive ~~water~~significantly ~~for~~less ~~drinking~~than ~~and~~the ~~industrial~~purchase ~~purposes~~price paid in this offering, if anything, in the ~~market~~event ~~for~~of ~~water~~our ~~filtration~~liquidation. isSee ~~growing~~the ~~rapidly,~~section ~~with~~of ~~more~~this ~~and~~prospectus ~~larger~~titled ~~plants~~“Dilution” ~~being~~for ~~commissioned~~a ~~all~~more ~~over~~detailed ~~the~~description ~~world~~of these factors.

~~Diesel~~Following ~~Particulate~~this ~~Filter~~offering, ~~(DPF)~~our ~~Market~~largest stockholders will continue to control a significant percentage of our voting power and be able to exert significant control over the direction of our business.

~~The~~Upon ~~increase~~the inclosing ~~global~~of ~~regulation~~this ofoffering ~~diesel~~and ~~engine~~the ~~exhaust~~concurrent ~~particles~~private isplacement ~~expected~~with tothe ~~drive~~Note ~~growth~~Holders, inour ~~the~~largest ~~DPF~~stockholders, ~~market~~Bleichroeder LP (“Bleichroeder”), Laurence W. WeLytton ~~expect~~and ~~jurisdictions~~Ben Andrews will, in the ~~United~~aggregate, ~~States~~own toor ~~begin~~control ~~requiring~~shares ~~DPF~~representing ~~filters~~approximately 30.1% Inof ~~Europe,~~the ~~for~~outstanding ~~example~~shares of our common stock, ~~cities~~assuming inthe ~~Germany~~sale ~~are~~of ~~setting~~all ~~requirements~~shares ~~for~~of ~~off~~common stock offered hereby and no sale of pre-~~road~~funded ~~machinery~~warrants (28.0% if the underwriter exercises its option to ~~include~~purchase ~~DPF~~additional ~~filters.~~shares ~~According~~in full) and the issuance of 1,666,667 shares of our common stock to the Note Holders pursuant to the Debt Cancellation Agreement in the concurrent private placement, at an ~~industry~~assumed ~~publication (Diesel~~public ~~Particulate~~offering ~~Filter~~price –and ~~Global~~deemed ~~Market~~issuance ~~Outlook~~price, ~~(2017-2026))~~respectively, ~~the~~of ~~global~~$1.80 ~~market~~per ~~for~~share. ~~new~~As ~~DPF~~a ~~filters~~result, ~~manufactured~~if bythese ~~OEMs~~stockholders iswere ~~expected~~to choose to ~~increase~~act ~~approximately~~together, ~~13%~~they ~~per~~would ~~year~~be ~~from~~able ~~2017~~to exert significant influence over matters submitted to ~~2026~~our stockholders for approval, as well as our management and affairs. ~~Diesel~~The ~~emissions~~interests ~~consist~~of this group of ~~several~~stockholders ~~toxic~~may ~~gases~~not ~~and~~always ~~particles:~~coincide ~~particulate~~with ~~matter~~our ~~(soot),~~corporate ~~carbon~~interests ~~monoxide~~or the interests of other stockholders, and ~~hydrocarbons.~~they ~~Soot~~may ~~has~~act ~~been~~in ~~linked~~a toway in which you may not agree with or in a ~~variety~~way ofthat ~~health~~may ~~problems~~not be in ~~humans~~the best interests of other stockholders. ~~Reducing~~This ~~diesel~~concentration ~~emissions~~of ~~will~~voting ~~have~~power ~~both~~could ~~health~~delay ~~and~~or ~~social~~prevent ~~benefits~~an acquisition of our company on terms that other stockholders may desire or otherwise discourage a potential acquirer from attempting to obtain control of us, ~~along~~which ~~with~~in ~~reduced~~turn ~~costs~~could have a material adverse effect on our share price.

InResales ~~response~~of toour ~~these~~shares ~~health~~of ~~impacts,~~our ~~governments~~common ~~have~~stock ~~been~~in ~~implementing legislation to regulate emissions from diesel engines. California implemented~~ the ~~Diesel~~public ~~Risk~~market ~~Reduction~~by ~~Plan,~~our ~~and~~stockholders ~~New~~as ~~York~~a ~~City~~result ~~implemented binding directives for the retrofitting~~ of ~~buses,~~this ~~garbage~~offering ~~trucks~~may ~~and~~cause ~~construction machines. In~~ the ~~European~~market ~~Union,~~price ~~Directive EC 715/2007~~ of ~~June~~our ~~20,~~common ~~2007~~stock ~~defined~~to ~~particle count limits for certain cars and light utility vehicles~~fall. ~~Also in Europe, low emission zones have been implemented locally, creating a patchwork of regulation.~~

~~The~~Sales ~~Asian~~of ~~markets~~substantial ~~have shown~~amounts ~~economic~~of ~~growth~~our ~~and~~shares anof ~~improved~~our ~~standard~~common ofstock ~~living~~in ~~that has~~the ~~led~~public tomarket, ~~increased~~or the perception that such sales ofmight ~~vehicles~~occur, incould adversely affect the ~~region~~ market price of our shares of our common stock. AtThe ~~the~~issuance ~~same~~of ~~time,~~new ~~pollution~~shares of our common stock could result in ~~major~~resales ~~cities~~of ~~has~~shares ~~reached~~of ~~high~~our PMcommon ~~levels.~~stock Asby aour ~~result~~current stockholders concerned about the potential ownership dilution of their holdings. Furthermore, in the ~~Chinese~~future, ~~government~~we ~~have~~may ~~introduced~~issue additional ~~regulations,~~shares ~~including~~of ~~new~~our ~~emissions~~common ~~standards~~stock ~~faster~~or ~~than~~other ~~previously~~equity ~~anticipated.~~or Wedebt ~~also~~securities ~~believe~~exercisable ~~the~~or ~~high~~convertible ~~pollution~~into ~~levels~~shares ~~will~~of our common stock. Any such issuance could result in ansubstantial ~~increase~~dilution into ~~the~~our ~~need~~existing ~~for~~stockholders ~~the~~and ~~retrofitting~~could ofcause ~~existing~~our ~~vehicles~~stock price to decline.

~~2019 Developments~~We may not receive any additional funds upon the exercise of the underwriter warrants.

OnEach ~~January~~underwriter ~~14,~~warrant ~~2019,~~may webe ~~provided~~exercised anby ~~update~~way toof ~~the~~a ~~market~~cashless ~~that~~exercise weif ~~currently~~permitted ~~had~~by ~~confirmed~~the ~~orders~~terms ~~for~~of ~~more~~such ~~than~~warrants, ~~110~~meaning ofthat ~~our~~the ~~standardized~~holder ~~water~~may ~~filtration~~not ~~systems.~~pay Ina ~~addition~~cash topurchase ~~the~~price ~~confirmed~~upon ~~orders~~exercise, webut ~~expected~~instead towould ~~deliver~~receive aupon ~~significant~~such ~~amount~~exercise the net number of ~~systems~~shares inof ~~2019~~our ~~under~~common stock determined according to the ~~Framework~~formula ~~Agreement~~set ~~announced~~forth onin ~~October~~the 1underwriter warrants, ~~2018~~as applicable. ~~Positive~~Accordingly, ~~visibility~~we tomay ~~order~~not ~~flow~~receive ~~delivery~~any ~~affirmed~~additional ~~expectations~~funds ~~for~~upon the ~~second~~exercise ~~quarter~~ of ~~2019~~the ~~revenue~~underwriter towarrants ~~surpass~~or if the ~~first~~underwriter ~~quarter~~warrants ofaltogether ~~2019,~~are ~~setting~~not ~~another~~exercised ~~new~~at ~~record for the Company~~all.

On March 28, 2019 the Company preannounced a record quarter with revenue of $7 million and profitability for the first quarter of 2019. Further, the Company announced that the current order backlog continued to grow, increasing from the 110 standardized systems reported on January 14, 2019. The Company also announced its intention to move the trading of its common stock to the Nasdaq Capital Market.

On May 21, 2019 the Company announced that it had commenced an underwritten registered public offering of its common stock. The Company intended to use the net proceeds from the offering to fund the growth of the business, including adding manufacturing capacity through equipment purchases, funding continued research and development efforts, for general corporate purposes, and the potential insourcing of currently outsourced manufacturing.

On May 22, 2019 the Company announced the upsizing and pricing of the previously announced underwritten public offering of 1,931,035 shares of its common stock at a public offering price of $7.25 per share. As part of the offering, LiqTech granted the underwriters a 30-day option to purchase at the public offering price up to an additional 284,827 shares of its common stock to cover over-allotments, if any. All shares of common stock to be sold in the offering were offered by LiqTech. The offering was closed on May 24, 2019 with the sale of 2,215,862 shares of $7.25 granting a total gross proceeds of $16,065,000.

On August 20, 2019, the Company announced the signing of a Share Purchase Agreement (SPA) to acquire BS Plastic A/S, a specialized plastics manufacturer based in Denmark.

On August 26, 2019, the Company announced the receipt of the largest single order to date ($8.4 million) for its proprietary ceramic silicon carbide water filtration systems for marine scrubber applications.

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OnUSE ~~September~~OF ~~4, 2019 the Company announced the closure of the announced agreement to acquire BS Plastic A/S.~~PROCEEDS

~~2020 Developments~~We estimate that our net proceeds from the sale of shares of our common stock in this offering will be approximately $ (or approximately $ if the underwriter exercises its over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

OnWe ~~January~~intend 2to use the net proceeds from this offering (i) to repay the remaining $3.0 million of the aggregate principal amount of our Senior Promissory Notes, ~~2020~~including any accrued and unpaid interest thereon, after the ~~Company~~cancellation ~~announced~~by the ~~successful~~Note ~~installation~~Holders of $3.0 million of the aggregate principal amount of the Senior Promissory Notes pursuant to the Debt Cancellation Agreement in a ~~brand-new~~concurrent ~~customized~~private ~~furnace~~placement, ~~for~~(ii) ~~use~~to repay the $1.1 million in aggregate principal amount of our 9.09% OID Notes and (iii) for working capital and general corporate purposes. After the ~~manufacture~~application of the ~~Company’s~~net ~~proprietary~~proceeds ~~silicon~~to ~~carbide~~repay ~~membrane~~the ~~filters.~~remaining ~~The~~aggregate ~~new~~principal ~~furnace~~amount ~~has~~of ~~throughputs~~our ~~that~~Senior isPromissory ~~more~~Notes, ~~than~~including ~~triple~~any accrued and unpaid interest thereon, our Senior Promissory Notes will no longer be outstanding. In addition, after the ~~Company’s~~application ~~existing~~of ~~furnaces~~net ~~due~~proceeds to ~~its~~repay ~~size~~the ~~and~~aggregate ~~efficiency~~principal amount of our 9.09% OID Notes, our 9.09% OID Notes will no longer be outstanding.

InAs of March ~~2020~~31, 2026, the ~~World~~outstanding ~~Health~~aggregate ~~Organization~~principal ~~declared~~amount of the ~~outbreak~~Senior ofPromissory ~~novel~~Notes ~~coronavirus~~was ~~(“COVID-19”),~~$6.0 amillion. ~~pandemic~~Beginning ~~which~~on ~~has~~January ~~resulted~~1, in2026, ~~authorities~~the ~~across~~Senior ~~the~~Promissory ~~globe~~Notes ~~implementing~~bear ~~numerous~~interest ~~measures~~at toa ~~contain~~rate ~~the~~of ~~virus~~10% per annum, ~~including~~payable ~~travel~~semiannually. ~~bans~~Prior ~~and~~to ~~restrictions,~~January ~~quarantines~~1, ~~shelter-in-place orders~~2026, ~~and~~the ~~business~~Senior ~~limitations~~Promissory ~~and~~Notes ~~shutdowns.~~did Innot ~~response~~bear tointerest. ~~measures~~The ~~taken~~Senior byPromissory ~~state~~Notes ~~and~~will ~~local~~mature ~~governments~~on inMay ~~mid-March~~1, we2027 ~~elected~~(the to“Maturity ~~temporarily~~Date”). ~~introduce~~In ~~two~~the ~~shifts~~event atof ~~our~~a ~~production~~default ~~facilities~~under ~~to minimize~~ the ~~risk~~Senior ofPromissory ~~infection~~Notes ~~and~~or toif ~~implement~~the ~~health~~Senior ~~and~~Promissory ~~safety~~Notes ~~actions~~are ~~recommended~~not byrepaid ~~government~~on ~~and~~or ~~health~~before ~~officials~~the toMaturity ~~better~~Date, ~~protect~~the ~~our~~interest ~~employees~~rate ~~who~~increases ~~are required~~ to 13% beper ~~present~~annum, atwith ~~our~~a ~~production~~monthly 1% ~~facilities.~~step-up Inup ~~addition,~~to ~~the~~a ~~majority~~cap of 16% ~~our~~per ~~employees~~annum, ~~have~~payable ~~been working remotely since that time~~monthly.

~~While~~On weMay ~~are~~22, ~~unable~~2026, towe ~~accurately~~issued ~~predict~~and sold the ~~full~~9.09% ~~impact~~OID ~~that~~Notes ~~COVID-19~~in ~~will~~an ~~have~~aggregate onprincipal ~~our~~amount ~~long-term financial condition, result~~ of ~~operations,~~$1.1 ~~liquidity~~million ~~and cash flows due~~ to ~~uncertainties,~~the ~~our~~Note ~~compliance~~Holders ~~with~~and ~~these~~Laurence ~~measures~~W. ~~did~~Lytton. ~~not~~The ~~have~~OID aNotes ~~material~~were ~~adverse~~issued ~~impact on our financial results~~ for ~~the~~a ~~first~~purchase ~~quarter~~price of ~~fiscal year 2020. We have~~$1, ~~however~~000,000 ~~begun to take precautionary measures to manage our resources conservatively by reducing~~ and~~/or~~ ~~deferring~~reflect ~~capital~~an ~~and~~original ~~operating~~issue ~~expenses~~discount ~~to mitigate any potential adverse impacts~~ of ~~the pandemic as well as to conserve cash~~$100,000. ~~Based~~The onOID ~~current~~Notes ~~projections,~~have ~~which~~a ~~are~~term ~~subject to numerous uncertainties, including the duration and severity~~ of ~~the~~two ~~pandemic~~months and ~~containment~~do ~~measures~~not ~~and~~bear ~~the~~interest ~~effect~~during ofthis ~~these~~period. ~~on the industries in which we compete~~However, weif ~~believe~~the ~~our~~OID ~~cash~~Notes onare ~~hand,~~not asrepaid ~~well~~by asmaturity ~~our ongoing cash generated from operations~~date, ~~should be sufficient to cover our capital requirements for~~ the ~~next~~OID 12Notes ~~months.~~will Inthereafter ~~addition,~~bear asinterest ~~a result~~ of ~~our~~10% ~~reduced~~per ~~manufacturing levels~~annum, ~~our~~which ~~future gross profit~~ will ~~likely~~increase beby ~~impacted~~1% ~~until~~each ~~such~~month ~~time that we are able to operate our manufacturing facilities as originally planned prior to~~ the ~~COVID-19~~OID ~~pandemic.~~Notes ~~Notwithstanding~~remain ~~the reduction in our manufacturing levels~~unpaid, ~~based~~up onto ~~our~~a ~~current~~maximum ~~rate~~ of ~~production,~~16% weper ~~believe that we will be able to fulfill most~~annum, ifpayable ~~not all, of our existing delivery obligations in fiscal year 2020~~monthly.

~~While~~In wethe ~~anticipate~~event that ~~the~~any ~~foregoing~~net ~~measures~~proceeds are ~~temporary,~~not weimmediately ~~cannot predict the specific duration for which these precautionary measures will stay in effect~~applied, ~~and~~we ~~our business~~ may betemporarily ~~adversely~~hold ~~impacted~~them as ~~a result of the pandemic's global economic impact. In the future~~cash, ~~the~~deposit ~~pandemic~~them ~~may cause reduced market demand for our products if it results~~ in abanks ~~recessionary~~or ~~global~~invest ~~economic~~them ~~environment. Specifically, difficult macroeconomic conditions, such as increased and prolonged unemployment and a decline~~ in ~~consumer~~cash ~~confidence~~equivalents asor ~~a result of the COVID-19 pandemic, as well as reduced spending by businesses, could have a material adverse effect on the demand for our products~~securities. Under such difficult economic conditions, potential customers may seek to reduce spending by forgoing our products for other less expensive options, and cancel orders. Decreased demand for our products could negatively affect our business, and recovery from any decrease in market demand may be uncertain. It could also lead to volatility in access to our products due to government actions impacting our ability to produce and ship products.

Our management will have broad discretion in the application of the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds. In addition, we might decide to postpone or not pursue certain activities if the net proceeds from this offering and our other sources of cash are less than expected. See “Risk Factors” on page 6.

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~~DESCRIPTION OF THE PRIVATE PLACEMENT~~DILUTION

OnIf ~~May~~you ~~27,~~invest ~~2020,~~in ~~the~~our ~~Company~~common ~~closed~~stock ain ~~Securities~~this ~~Purchase~~offering, ~~Agreement~~your ~~(the~~interest ~~“May~~will ~~2020~~be ~~Purchase~~diluted ~~Agreement”)~~to ~~with certain accredited investors (~~the ~~“May~~extent ~~2020~~of ~~Investors”) in a private placement (~~the ~~“May~~difference ~~2020~~between ~~Private Placement”) pursuant to which~~ the ~~Company~~public ~~issued~~offering ~~and~~price ~~sold~~per anshare ~~aggregate~~ of ~~1,085,000~~our ~~shares of~~ common stock, ~~at a purchase price of $5.00 per share~~ and athe ~~prefunded~~as ~~warrant~~adjusted tonet ~~purchase~~tangible anbook ~~aggregate~~value ofper ~~515,000~~share ~~shares~~ of our common stock, atimmediately aafter ~~purchase price of $5.00 per share (~~the ~~“May~~closing ~~2020 Warrant”) for gross proceeds~~ of ~~$8,000,000~~this offering.

~~Subject~~Our tohistoric ~~certain~~net ~~beneficial~~tangible ~~ownership~~book ~~limitations,~~value ~~the~~of ~~May~~our ~~2020~~common ~~Warrant~~stock isas ~~immediately~~of ~~exercisable~~March ~~and~~31, ~~may~~2026 bewas ~~exercised~~approximately ~~for no additional consideration~~$7.6 ~~The~~million, ~~May~~or ~~2020 Warrant does not expire~~$0.76 Aper ~~holder~~share, ofbased ~~the~~on ~~May 2020 Warrant will not have~~ the right to exercise any portion of the May 2020 Warrant if the holder together with Affiliates and Attribution Parties (as such terms are defined in the May 2020 Warrant) would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding ~~immediately after giving effect to the exercise,~~ as ~~such percentage ownership is determined in accordance with the terms~~ of ~~the~~March ~~May~~31, ~~2020 Warrant~~2026. ~~However,~~Historic ~~upon~~net ~~notice~~tangible ~~from~~book ~~the~~value ~~holder~~per toshare ~~the~~represents ~~Company,~~our ~~the~~total ~~holder~~tangible ~~may~~assets ~~decrease~~less orour ~~increase~~total ~~the beneficial ownership limitation~~liabilities, ~~which~~divided ~~may~~by ~~not exceed 9.99% of~~ the number of outstanding shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the May 2020 Warrant, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

~~Pursuant~~After togiving ~~the~~effect ~~terms of the May 2020 Purchase Agreement, and as a condition~~ to ~~closing~~ the ~~May~~sale ~~2020~~of ~~Private Placement~~11,111,111 ~~the~~shares ~~Company~~of ~~and~~our ~~each~~common ~~May~~stock ~~2020~~in ~~Investor~~this ~~simultaneously~~offering ~~entered~~at ~~into~~ the ~~Registration~~assumed ~~Rights~~public ~~Agreement~~offering ~~requiring~~price ~~the~~of ~~Company~~$1.80 toper ~~file~~share, awhich ~~registration~~was ~~statement with~~ the ~~Securities~~last ~~and~~reported ~~Exchange~~sale ~~Commission~~price ~~within thirty (30) days~~ of ~~the~~our ~~closing~~common ofstock ~~the~~on ~~May~~The ~~2020~~Nasdaq ~~Private~~Capital ~~Placement~~Market toon ~~register~~May ~~for~~22, ~~resale~~2026, ~~the shares of common stock~~ and ~~the~~after ~~shares~~deducting ~~of common stock underlying~~ the ~~May~~underwriting ~~2020~~discounts ~~Warrant~~and ~~sold~~commissions inand ~~the~~estimated ~~May~~offering ~~2020~~expenses ~~Private~~payable ~~Placement.~~by ~~The~~us, ~~Registration~~and ~~Rights~~assuming ~~Agreement~~no ~~contains~~sale ~~customary~~of ~~terms~~pre-funded ~~and conditions~~warrants, ~~certain~~our ~~liquidated~~as ~~damages~~adjusted ~~provisions~~net ~~for~~tangible ~~failing~~book tovalue ~~comply~~as ~~with~~of ~~the~~March ~~timing~~31, ~~obligations~~2026 ~~for~~would ~~the~~have ~~filing~~been ~~and~~approximately ~~effectiveness~~$25.6 ~~of the registration statement~~million, ~~and~~or ~~certain~~approximately ~~customary~~$1.22 ~~indemnification~~per ~~obligations~~share. WeThis ~~have~~represents ~~agreed~~an toimmediate ~~bear~~increase ~~all~~in ofas ~~the~~adjusted ~~expenses~~net ~~incurred~~tangible inbook ~~connection~~value ~~with the registration~~ of ~~the~~approximately ~~common stock~~$0.46 per ~~The~~share ~~selling~~to ~~securityholders~~our ~~will~~existing ~~pay~~stockholders orand ~~assume~~an ~~brokerage~~immediate ~~commission~~dilution ~~and~~of ~~similar~~approximately ~~charges,~~$0.58 ifper ~~any,~~share ~~incurred~~to ininvestors ~~the~~purchasing ~~sale~~shares of ~~the~~our common stock in this offering.

~~This~~We ~~prospectus~~calculate isdilution ~~part~~per ofshare ato ~~registration~~new ~~statement~~investors ~~that~~by wesubtracting ~~have~~the ~~filed~~historic ~~with~~net ~~the~~tangible ~~SEC~~book tovalue ~~register~~per ~~1,600,000~~share ~~shares~~from ofthe ~~our~~public ~~common~~offering ~~stock~~price ~~sold~~paid inby the ~~May~~new ~~2020 Private Placement~~investor. The ~~shares~~information ofabove ~~common~~is ~~stock~~illustrative ~~registered~~only ~~hereunder~~and ~~consist~~will ofadjust ~~(i)~~based ~~outstanding~~on ~~shares held by~~ the ~~selling~~actual ~~securityholders~~public ~~and~~offering ~~(ii)~~price, ~~shares~~the ~~issuable~~actual ~~upon~~number ~~exercise~~ of ~~the warrants issued in the May 2020 Private Placement. The~~ shares ~~are~~that ~~being~~we ~~registered~~offer ~~for~~in ~~resale~~this oroffering ~~other~~and ~~disposition by the selling securityholders. We will not receive any proceeds from the sale or~~ other ~~disposition~~terms of ~~the~~this ~~shares~~offering ~~registered~~determined ~~hereunder,~~at ~~or interests therein~~pricing.

The following table illustrates this calculation on a per share basis assuming the sale of all shares of our common stock offered hereby:

Assumed public offering price per share			$	1.80
Historic net tangible book value per share as of March 31, 2026	$	0.76
Increase in net tangible book value per share attributable to new investors in this offering	$	0.46
As adjusted net tangible book value per share after giving effect to this offering			$	1.22
Dilution in net tangible book value per share to new investors in this offering			$	0.58

The foregoing tables and calculations are based on 9,947,841 shares of our common stock outstanding as of March 31, 2026, excludes the following:

•

5,299,879 shares of our common stock issuable upon exercise of pre-funded warrants outstanding as of March 31, 2026, with a weight-averaged exercise price of $0.006 per share;

•

6,091,346 shares of our common stock issuable upon exercise of warrants outstanding as of March 31, 2026, with a weight-averaged exercise price of $2.29 per share;

•

309,527 shares of our common stock subject to restricted stock units, or RSUs, outstanding as of March 31, 2026;

•

1,385,737 shares of our common stock reserved and available for future issuance as of March 31, 2026, under our equity incentive plans;

•

The shares of our common stock underlying the underwriter warrants; and

•

The shares of our common stock issuable to the Note Holders pursuant to the Debt Cancellation Agreement in the concurrent private placement.

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~~THE~~DESCRIPTION ~~OFFERING~~OF CAPITAL STOCK

Issuer		LiqTech International, Inc.
Common stock to be offered by the selling securityholders		1,085,000 shares of common stock and 515,000 shares of common stock issuable upon exercise of the May 2020 Warrant(1)
Common stock outstanding prior to the offering assuming full exercise of the May 2020 Warrant		22,164,213 shares of common stock
Common stock to be outstanding immediately after this offering assuming full exercise of the May 2020 Warrant		22,164,213 shares of common stock
Use of proceeds		We will not receive any proceeds from the sale of the common stock by the selling securityholders
Risk factors		The shares of common stock offered hereby involve a high degree of risk. For a discussion of the risks relating to us, our business and an investment in our common stock, see the section titled “Risk Factors” and the risk factors described in “Item 1A – Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2019, and all other information set forth in this prospectus before investing in our common stock.
Dividend policy		We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends on our common stock.
Trading Symbol		Our common stock is traded on Nasdaq under the symbol “LIQT”.

The following description of our capital stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation, as amended (the “articles of incorporation”) and our Amended and Restated Bylaws (the “bylaws”), each of which are incorporated by reference to this prospectus. We encourage you to read our articles of incorporation, our bylaws and the applicable provisions of the Nevada Revised Statutes for additional information.

~~(1)~~General The Shares registered pursuant to the Registration Statement of which this prospectus is a part are not required to be sold, and such registration does not necessarily indicate that the stockholder intends to sell such common stock.

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.001 per share, and 2,500,000 shares of preferred stock, par value $0.001 per share. As of May 22, 2026, we had 9,947,841 shares of our common stock issued and outstanding and no shares of preferred stock issued or outstanding.

Common Stock

Voting -- Holders of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends -- Subject to the rights and preferences of the holders of any series of preferred stock which may at the time be outstanding, holders of our common stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights -- In the event of any liquidation, dissolution or winding-up of affairs of the Company, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any outstanding shares of any series of our preferred stock, the holders of our common stock will be entitled to share ratably in the distribution of any of our remaining assets.

Other Matters -- Holders of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to our common stock. All of the issued and outstanding shares of our common stock on the date of this report are validly issued, fully paid and non-assessable.

Underwriter Warrants

See “Underwriting” on page 12 of this prospectus for a description of the material terms of the underwriter warrants.

Nevada Anti-Takeover Law and Charter and Bylaw Provisions

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada corporation by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. Our articles of incorporation and bylaws provide that these sections do not apply.

There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our Company.

Indemnification of Directors and Executive Officers and Limitation on Liability

The articles of incorporation provide that no director or officer of the Company shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

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~~RISK~~The ~~FACTORS~~bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding; provided that such person (a) did not breach, through intentional misconduct, fraud, or a knowing violation of law, such person’s fiduciary duties as a director or officer to act in good faith and in the interests of the Company, and (b) acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful.

~~You~~The ~~should~~bylaws ~~carefully~~provide ~~consider~~that ~~and evaluate all of~~ the ~~information~~Company inmust ~~this~~pay ~~prospectus and~~ the ~~documents~~costs ~~incorporated~~incurred by ~~reference~~any ~~herein,~~person ~~unless~~entitled ~~expressly~~to ~~provided~~indemnification ~~otherwise, and~~ in ~~particular,~~defending ~~“Item~~a 1Aproceeding –as ~~Risk~~such ~~Factors”~~costs ~~contained~~are inincurred ~~our Annual Report on Form 10-K for the year ended December 31, 2019~~ and ~~our~~in ~~Quarterly~~advance ~~Report~~of ~~on Form 10-Q for~~ the ~~quarter~~final ~~ended~~disposition ~~March 31, 2020. If any~~ of ~~these~~a ~~risks~~proceeding; ~~occur,~~provided ~~our business~~however, ~~results~~that ofthe ~~operations~~Company ~~and~~must ~~financial~~pay ~~condition~~such ~~could~~costs beonly ~~harmed,~~upon ~~the~~receipt ~~price~~ of ~~our~~an ~~common~~undertaking stock could decline, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements contained in this prospectus. The risks described in any document incorporated by ~~reference are not the only ones we face, but are considered to be the most material. There may be other unknown~~ or ~~unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects~~ on ~~our~~behalf ~~future~~of ~~results.~~such Ifperson ~~that~~to ~~occurs,~~repay the ~~price~~amount ofif ~~our~~it ~~common~~is ~~stock~~ultimately ~~could~~determined ~~decline~~by ~~materially and you could lose all or part of your investment. Past financial performance may not be~~ a ~~reliable~~court ~~indicator~~ of ~~future~~competent ~~performance~~jurisdiction ~~and~~that ~~historical~~such ~~trends~~person ~~should~~is not beentitled ~~used~~ to ~~anticipate~~be ~~results~~indemnified orby ~~trends~~the ~~in future periods~~Company.

The bylaws provide that the Company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer or employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise in accordance with Section 78.752 of the Nevada Revised Statutes.

Nevada Revised Statutes 78.751 and 78.7502 have provisions that provide for discretionary and mandatory indemnification of officers, directors, employees, and agents of a corporation. Under these provisions, such persons may be indemnified by a corporation against expenses, including attorney’s fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful.

To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter, the Nevada Revised Statues provide that he must be indemnified by the Company against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.

Section 78.7502 of the Nevada Revised Statues also provides that any discretionary indemnification, unless ordered by a court or advanced by the Company, may be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: by the stockholders; by the Company’s Board of Directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding; if a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Listing

Shares of our common stock are listed on the Nasdaq Capital Market under the symbol “LIQT”.

Dividend Policy

We have no current plans to pay dividends on our common stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Securities Transfer Corporation. The transfer agent and registrar’s address is 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093.

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~~DISCLOSURE~~SHARES ~~REGARDING~~ELIGIBLE ~~FORWARD-LOOKING~~FOR ~~STATEMENTS~~FUTURE SALE

~~This~~Future ~~prospectus~~sales ~~contains~~of orsubstantial ~~incorporates~~amounts ~~forward-looking~~of ~~statements.~~shares ~~These~~of ~~forward-looking~~our ~~statements~~common ~~are~~stock ~~management’s~~in ~~beliefs~~the ~~and~~public ~~assumptions.~~market Incould ~~addition,~~adversely ~~other~~affect ~~written~~market orprices ~~oral~~prevailing ~~statements~~from ~~that~~time ~~constitute~~to ~~forward-looking~~time. ~~statements~~Furthermore, ~~are~~because ~~based~~only ona ~~current~~limited ~~expectations,~~number ~~estimates~~of ~~and~~shares ~~projections~~of ~~about~~our ~~the~~common ~~industry~~stock ~~and~~will ~~markets~~be inavailable ~~which~~for wesale ~~operate,~~shortly ~~and~~after ~~statements~~this ~~may~~offering bedue ~~made~~to byexisting orcontractual onand ~~our~~legal ~~behalf.~~restrictions ~~Words~~on ~~such~~resale as ~~“should,”~~described ~~“could~~below,” “there may,” ~~“expect,”~~be ~~“anticipate,”~~sales ~~“intend,”~~of ~~“plan,”~~substantial ~~“believe,”~~amounts ~~“seek,”~~of ~~“estimate,”~~shares ~~variations~~ of ~~such~~our ~~words~~common ~~and~~stock ~~similar~~in ~~expressions~~the ~~are~~public ~~intended~~market toafter ~~identify~~ such ~~forward-looking~~restrictions ~~statements~~lapse. ~~These~~This ~~statements~~may ~~are~~adversely ~~not~~affect ~~guarantees~~the ofprevailing ~~future~~market ~~performance~~price ~~and~~of ~~involve~~our ~~certain~~common ~~risks,~~stock ~~uncertainties~~ and ~~assumptions that are difficult to predict. There are a number of important factors that could cause~~ our ~~actual~~ability ~~results~~ to ~~differ~~raise ~~materially~~equity ~~from~~capital ~~those~~in ~~indicated~~the ~~by such forward-looking statements~~future.

~~Forward~~Upon completion of this offering (assuming the sale of 100% of the shares of our common stock offered hereby and assuming no sale of pre-~~looking~~funded ~~statements~~warrants) and the issuance of the shares of our common stock to the Note Holders pursuant to the Debt Cancellation Agreement in ~~this~~the ~~prospectus~~concurrent ~~may~~private ~~include~~placement ~~statements~~(at ~~about:~~an assumed public offering price and deemed issuance price, respectively, of $1.80 per share), we will have 22,725,618 shares of our common stock outstanding (or 24,392,284 shares if the underwriter exercises its over-allotment option to purchase additional shares in full) in each case excluding shares of common stock issuable upon exercise of the underwriter warrants.

• future financial and operating results, including projections of revenues, income, expenditures, cash balances and other financial items; • our capital requirements and the need for additional financing; • our ability to protect our intellectual property rights and secure the right to use other intellectual property that we deem to be essential to the conduct of our business; • our ability to execute our growth, expansion and acquisition strategies; • current and future economic and political conditions; • overall industry and market performance; • competition; • management’s goals and plans for future operations; and • other assumptions described in this prospectus underlying or relating to any forwardLock-~~looking~~Up ~~statements.~~Restrictions

We ~~describe~~have ~~material~~agreed ~~risks,~~with ~~uncertainties~~the ~~and~~underwriter ~~assumptions~~ that, ~~could~~for ~~affect~~a ~~our~~period ~~business,~~beginning ~~including~~on ~~our~~the ~~financial~~date ~~condition~~of ~~and~~the ~~results~~underwriting ofagreement ~~operations,~~and ~~under~~ending ~~“Risk~~90 ~~Factors”.~~days Weafter ~~base~~the ~~our~~closing ~~forward-looking~~of ~~statements~~this onoffering, we and our ~~management’s~~subsidiaries ~~beliefs~~will ~~and~~not ~~assumptions~~(i) ~~based~~issue, onenter ~~information~~into ~~available~~any agreement to ~~our~~issue ~~management~~or atannounce the ~~time~~issuance ~~the~~or ~~statements~~proposed ~~are~~issuance ~~made.~~of Weany ~~caution~~common ~~you~~stock ~~that~~or ~~actual~~common ~~outcomes~~stock ~~and~~equivalents ~~results~~or ~~may~~(ii) ~~differ~~file ~~materially~~any ~~from~~registration ~~what~~statement isor ~~expressed,~~amendment ~~implied~~ or ~~forecast~~supplement ~~by our forward-looking statements. Accordingly~~thereto, ~~you~~as ~~should~~well beas ~~careful~~certain ~~about~~additional ~~relying~~restrictions onas ~~any~~set ~~forward-looking~~forth ~~statements.~~in ~~Reference~~the isunderwriting ~~made~~agreement, in ~~particular~~each tocase ~~forward-looking~~subject ~~statements~~to ~~regarding~~customary ~~growth~~exceptions. ~~strategies,~~We ~~financial~~have ~~results,~~also ~~product~~agreed ~~development,~~at ~~competitive~~the ~~strengths,~~closing ~~intellectual~~of ~~property~~this ~~rights,~~offering ~~litigation,~~not ~~mergers~~to ~~and~~effect ~~acquisitions, market acceptance~~ or ~~continued~~enter ~~acceptance~~into ofan ~~our~~agreement ~~products,~~to ~~accounting~~effect ~~estimates,~~any ~~financing~~issuance ~~activities,~~by ~~ongoing~~us ~~contractual~~or ~~obligations~~our ~~and~~subsidiaries ~~sales~~of ~~efforts.~~any ~~Except~~common asstock ~~required~~or ~~under~~common ~~the~~stock ~~federal~~equivalents ~~securities~~involving ~~laws~~a ~~and~~variable ~~the~~rate ~~rules~~transaction ~~and~~(as ~~regulations~~defined ofin the ~~SEC,~~underwriting weagreement) dofor ~~not~~a ~~have~~period ~~any~~of ~~intention~~12 ormonths ~~obligation to update publicly any forward-looking statements~~ after the ~~distribution~~closing of this ~~prospectus, whether as a result of new information, future events, changes in assumptions or otherwise~~offering.

Pursuant to “lock-up” agreements, our directors and officers have agreed, without the prior written consent of the underwriter, not to directly or indirectly, (i) offer to sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, indirectly or directly, shares of capital stock of the Company, (ii) cause to be filed any registration statement relating to their resale of any shares of capital stock of the Company, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or other such securities, in cash or otherwise, subject to customary exceptions, for a period beginning on the date of such lock-up agreements and ending 90 days from the closing of this offering.

DESCRIPTION OF PRE-FUNDED WARRANTS

The following is a brief summary of certain terms and conditions of the pre-funded warrants being offered by this prospectus. The following description is subject in all respects to the provisions contained in the pre-funded warrants.

Form

The pre-funded warrants will be issued as individual warrant agreements to the investors. The form of pre-funded warrant is filed as an exhibit to the registration statement of which this prospectus forms a part.

Term

The pre-funded warrants do not expire.

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~~USE OF PROCEEDS~~ Exercisability

WeThe pre-funded warrants are ~~filing~~exercisable ~~the~~at ~~Registration~~any ~~Statement~~time after their original issuance. The pre-funded warrants will be exercisable, at the option of ~~which~~each ~~this~~holder, ~~prospectus~~in ~~forms~~whole aor in part by delivering to ~~permit~~us ~~holders~~a duly executed exercise notice and by payment in full of the ~~Shares~~exercise ~~described~~price in immediately available funds for the ~~section~~number ~~entitled~~of ~~“Principal~~shares ~~and~~of ~~Selling~~common ~~Securityholders”~~stock topurchased ~~resell~~upon such ~~Shares~~exercise. WeAs ~~will~~an ~~not~~alternative to payment in immediately available funds, the holder may elect to exercise the pre-funded warrant through a cashless exercise, in which the holder would receive ~~any~~upon ~~proceeds~~such ~~from~~exercise the ~~sale~~net number of ~~our~~shares of common stock bydetermined according to the ~~selling~~formula ~~securityholders~~set forth in the pre-funded warrant. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant.

~~DETERMINATION~~Exercise ~~OF OFFERING PRICE~~Limitations

~~The~~Under ~~selling~~the ~~securityholders~~ pre-funded warrants, we may not effect the exercise of any pre-funded warrant, and a holder will ~~determine~~not atbe ~~what~~entitled ~~price~~to ~~they~~exercise ~~may~~any ~~sell~~portion of any pre-funded warrant, which, upon giving effect to such exercise, would cause (i) the ~~Shares~~aggregate ~~offered~~number of shares of our common stock beneficially owned by ~~this~~the ~~prospectus,~~holder ~~and~~(together ~~such~~with ~~sales~~its ~~may~~affiliates) beto ~~made~~exceed 4.99% (or, at ~~fixed~~the ~~prices~~election of the holder, ~~prevailing~~9.99%) ~~market~~of ~~prices~~the number of shares of our common stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, at the ~~time~~election of the ~~sale~~holder, ~~varying~~9.99%) ~~prices~~of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined atin accordance with the ~~time~~terms of ~~sale~~the pre-funded warrants. However, any holder may increase or ~~negotiated~~decrease ~~prices~~such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.

~~DIVIDEND~~Exercise ~~POLICY~~ Price

WeThe ~~have~~exercise ~~not~~price ~~declared~~per orwhole ~~paid~~share ~~any~~of ~~dividends~~our ~~and~~common dostock ~~not~~purchasable ~~intend~~upon tothe ~~declare~~exercise orof ~~pay~~the ~~dividends~~pre-funded onwarrants ~~our~~is $0.001 per share of common stock. inThe ~~the~~exercise ~~foreseeable~~price ~~future.~~of ~~Instead,~~the wepre-funded ~~intend~~warrants toand ~~invest~~the ~~any~~number ~~future~~of ~~earnings~~shares inof our ~~business.~~common ~~Subject~~stock toissuable ~~Nevada~~upon ~~law,~~exercise ~~our~~of ~~Board~~the ofpre-funded ~~Directors~~warrants ~~will~~is ~~determine~~subject to appropriate adjustment in the ~~payment~~event of ~~future~~certain stock dividends onand distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock,. ifThe ~~any,~~exercise ~~and~~price ~~the~~will ~~amount~~not ofbe ~~any~~adjusted ~~dividends~~below inthe ~~light~~par value of: our common stock.

~~● any contractual restrictions limiting our ability to pay dividends that may be applicable at such time;~~Transferability

●Subject ~~our~~to ~~earnings~~applicable ~~and~~laws, ~~cash~~the ~~flow;~~pre-funded warrants may be offered for sale, sold, transferred or assigned without our consent.

●Exchange ~~our capital requirements;~~Listing

●There ~~our~~is ~~financial~~no ~~condition;~~established public trading market for the pre-funded warrants and we do not expect a market to develop. We do not intend to list the pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active market, the liquidity of the pre-funded warrants will be limited.

● other factors that our Board of Directors deems relevant.

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~~PRINCIPAL AND SELLING SECURITYHOLDERS~~UNDERWRITING

We ~~are~~have ~~registering~~entered into an underwriting agreement dated , 2026 with Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, to act as underwriter in this offering. Subject to the ~~offer~~terms and ~~sale~~conditions of the ~~Shares~~underwriting agreement, we have agreed to ~~satisfy~~sell ~~registration~~to ~~rights~~the weunderwriter, ~~have~~and ~~granted~~the ~~pursuant~~underwriter has agreed to purchase from us, shares of our common stock and pre-funded warrants at the ~~Registration~~public ~~Rights~~offering ~~Agreement~~price, ~~with~~less the ~~selling~~underwriting ~~securityholders~~discounts and commissions set forth on the cover page of this prospectus. The underwriting agreement provides that the underwriter is obligated to purchase all of the shares of common stock and pre-funded warrants offered by this prospectus if any of the securities are purchased, other than those securities covered by the over-allotment option described below. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

OnWe ~~May~~have ~~27,~~agreed ~~2020,~~to ~~the~~indemnify ~~Company closed~~ the ~~May~~underwriter ~~2020~~against ~~Private~~certain ~~Placement~~liabilities, ~~pursuant~~including tocertain ~~the~~liabilities ~~May~~arising ~~2020~~under ~~Purchase Agreement with~~ the ~~May~~Securities ~~2020 Investors~~Act, ~~pursuant~~or to ~~which~~contribute to payments the ~~Company~~underwriter ~~issued~~may ~~and~~be ~~sold~~required ~~the~~to ~~Shares,~~make ~~consisting~~in respect of ~~(i)~~those anliabilities. ~~aggregate~~The ofunderwriter ~~1,085,000~~is offering the shares of common stock, atsubject ato ~~purchase~~prior ~~price~~sale, ofwhen, ~~$5.00~~as ~~per~~and ~~share~~if ~~and~~issued ~~(ii)~~to ~~the~~and ~~May~~accepted ~~2020~~by ~~Warrant~~it, asubject ~~prefunded warrant~~ to ~~purchase~~approval ~~an aggregate~~ of ~~515,000~~legal ~~shares~~matters ofby ~~common~~its ~~stock,~~counsel atand aother ~~purchase~~conditions ~~price~~contained ofin ~~$5.00~~the ~~per~~underwriting ~~share~~agreement. ~~The Company received gross proceeds of $8,000,000.~~

~~Subject to certain beneficial ownership limitations, the May 2020 Warrant is immediately exercisable and may be exercised for no additional consideration.~~ The ~~May~~underwriter ~~2020~~proposes ~~Warrant does not expire. A holder of the May 2020 Warrant will not have the right~~ to ~~exercise~~offer ~~any portion of~~ the ~~May 2020 Warrant if the holder together with Affiliates and Attribution Parties (as such terms are defined in the May 2020 Warrant) would beneficially own in excess of 9.99% of the number of~~ shares of common stock ~~outstanding~~and ~~immediately~~pre-funded ~~after~~warrants ~~giving~~directly ~~effect~~ to the ~~exercise,~~public asat ~~such~~the ~~percentage~~public ~~ownership~~offering isprice ~~determined~~set inforth ~~accordance~~on ~~with~~ the ~~terms~~cover page of ~~the~~this ~~May 2020 Warrant~~prospectus. ~~However,~~After ~~upon notice from~~ the ~~holder~~initial ~~to the Company~~offering, the ~~holder~~public ~~may~~offering ~~decrease~~price or ~~increase~~any ~~the~~other ~~beneficial~~term ~~ownership limitation, which may not exceed 9.99%~~ of the ~~number~~offering ofmay ~~shares~~be of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the May 2020 Warrant, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Companychanged.

Pursuant to the terms of the May 2020 Purchase Agreement, and as a condition to closing the May 2020 Private Placement, the Company and each May 2020 Investor simultaneously entered into the Registration Rights Agreement requiring the Company to file a registration statement with the Securities and Exchange Commission within thirty (30) days of the closing of the May 2020 Private Placement to register for resale the shares of common stock and the shares of common stock underlying the May 2020 Warrant sold in the May 2020 Private Placement. The Registration Rights Agreement contains customary terms and conditions, certain liquidated damages provisions for failing to comply with the timing obligations for the filing and effectiveness of the registration statement, and certain customary indemnification obligations. We have agreed to bear all of the expenses incurred in connection with the registration of the common stock. The selling securityholders will pay or assume brokerage commission and similar charges, if any, incurred in the sale of the common stock.

This prospectus is part of a registration statement that we have filed with the SEC to register 1,600,000 shares of our common stock sold in the May 2020 Private Placement. The shares of common stock registered hereunder consist of (i) outstanding shares held by the selling securityholders and (ii) shares issuable upon exercise of the May 2020 Warrant. The shares are being registered for resale or other disposition by the selling securityholders. We will not receive any proceeds from the sale or other disposition of the shares registered hereunder, or interests therein.

Prior to the closing of the May 2020 Private Placement, the selling securityholders’ only relationship to the Company was as beneficial owners of less than 5% of our outstanding shares of common stock.

The following table sets forth information regarding the beneficial ownership of our common stock by:

● all stockholders known by us to hold more than 5% of either of our outstanding shares of common stock, as well as the selling securityholders;

● each of our directors and named executive officers; and

● all of our directors and executive officers as a group.

The table below has been prepared based upon information available to us or furnished to us by the selling securityholders as of June 22, 2020. In accordance with the rules of the SEC, “beneficial ownership” includes voting or investment power with respect to securities. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

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	Beneficial Ownership Prior to Offering					Beneficial Ownership After Offering
Name of Beneficial Owner(1)	Number (2)		Percentage of Common Stock Beneficially Owned (3)	Number of Shares Registered for Sale Pursuant to this Prospectus		Number	Percentage of Common Stock Beneficially Owned
Selling Securityholders
Laurence W. Lytton(4) 467 Central Park West New York, NY 10025		2,177,887	9.8		400,000	1,777,887	8.0
Alice W. Lytton Family LLC(4)(5) 467 Central Park West New York, NY 10025		200,000	0.9		200,000	—	—
Lytton-Kambara Foundation (4)(5)(6) 467 Central Park West New York, NY 10025		600,000	2.7		600,000	—	—
Shotfut Menayot Chool - Phoenix Amitim (7) Derech Hashalom 53 Givataim, 53454, Israel		863,665	3.9		360,000	503,665	2.3
The Phoenix Insurance Company Ltd. (7) Derech Hashalom 53 Givataim, 53454, Israel		69,310	0.3		40,000	29,310	0.1
Other 5% Stockholders
AWM Investment Company, Inc.(8) c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022		2,043,290	9.2		—	2,043,290	9.2
Norman H. Pessin (9)		550,501	2.5		—	550,501	2.5
Sandra F. Pessin (9)		877,717	3.9		—	877,717	3.9
The Phoenix Holdings Ltd.(10) Derech Hashalom 53 Givataim, 53454, Israel		932,975	4.2		400,000	532,975	2.4
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio(11) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210		1,455,234	6.6		—	1,455,234	6.6
Wellington Trust Company, NA(12) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210		1,656,391	7.5		—	1,656,391	7.5
Wellington Group Holdings LLP(13) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210		1,656,391	7.5		—	1,656,391	7.5
Directors and NEOs
Sune Mathiesen(14)		346,124	1.6		—	346,124	1.6
Claus Toftegaard		1,500	*		—	1,500	*
Mark Vernon		188,075	*		—	188,075	*
Alexander J. Buehler		16,667	*		—	16,667	*
Peyton Boswell		29,167	*		—	29,167	*
Peter Leifland		8,333	*		—	8,333	*
All executive officers and directors as a group		589,866	2.7		—	589,866	2.7

Discounts, Commissions and Expenses

We will pay the underwriter an underwriting discount equal to 7% of the aggregate gross proceeds to us from this offering. We will reimburse the underwriter for its accountable expenses including road show expenses, costs relating to the use of book-building and compliance software for this offering, reasonable fees of the underwriter’s counsel up to $100,000, background checks for our officers and directors, and preparation of bound volumes and Lucite cube mementos in such quantities as the underwriter may request. We have also agreed to pay a non-accountable expense allowance to the underwriter equal to 0.5% of the aggregate gross proceeds raised in this offering and its clearing expense in an amount up to $12,900 in connection with this offering.

We have agreed to pay the underwriter an advance of $25,000 upon execution of the underwriting agreement to be credited against the accountable out-of-pocket expenses actually incurred by the underwriter. The underwriter, in accordance with the Financial Industry Regulatory Authority, Inc. (“FINRA”), will return any portion of the advance not used to pay for accountable out-of-pocket expenses actually incurred. We will reimburse the underwriter for all of its fees and expenses relating to this offering, including, but not limited to, (i) registration of the securities in this offering with the SEC, (ii) FINRA, (iii) Nasdaq, (iv) registration, qualification or exemption of our common stock under the securities laws of such foreign jurisdictions necessary, (v) mailing and printing offering materials, (vi) the transfer agent, and (vii) taxes related to transfer of shares of our common stock to the underwriter. In accordance with FINRA Rule 5110, the reimbursed FINRA filing fee is deemed underwriting compensation for this offering.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us.

Per Share

Pre-Funded Warrant

Total

Public offering price

—

Underwriting discounts and commissions (7%)

—

Proceeds, before expenses, to us

—

We estimate that our total offering expenses for this offering, net of the underwriting discounts and commissions, will be approximately $0.6 million.

Over-Allotment Option

We have granted to the underwriter an option, exercisable no later than 45 days after the date of the underwriting agreement, to purchase up to an additional $3,000,000 of shares of common stock (equal to 15% of the total number of shares of common stock and pre-funded warrants sold in this offering) from us at the public offering price, less the underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriter exercises all or part of this option, the underwriter will purchase shares covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discounts and commissions.

Underwriter Warrants

Upon the closing of this offering, we have agreed to sell to the underwriter warrants to purchase up to an aggregate number of shares of common stock equal to 4% of the aggregate number of shares of our common stock and pre-funded warrants sold in this offering. The underwriter warrants will be exercisable at any time (which may be done on a cashless basis in certain circumstances as specified in such warrants), and from time to time, in whole or in part, after issuance at an exercise price equal to 125% of the public offering price per share of our common stock in this offering and will expire three years after commencement of sales in this offering. The underwriter warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e). Except as permitted by Rule 5110(e), the underwriter (or permitted assignees under Rule 5110(e)) will not sell, transfer, assign, pledge, or hypothecate the underwriter warrants or the securities underlying the underwriter warrants, nor will any, of them engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the option or the underlying securities for a period of 180 days from the commencement of sales under this prospectus. In addition, the underwriter will not transfer the underwriter warrants or shares of our common stock underlying the underwriter warrants during the one year following the closing of this offering, except to the underwriter’s officers, partners, or members of the selling group. The exercise price and number of shares issuable upon exercise of the underwriter warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of common stock at a price below the warrant exercise price. The underwriter warrants and the shares of our common stock underlying the underwriter warrants are being registered hereby.

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*Lock-Up ~~Less than 1%.~~Agreements

~~(1)~~We ~~Unless~~have ~~otherwise~~agreed ~~indicated,~~with the ~~address~~underwriter that, for ~~each~~a ~~person~~period ~~listed~~beginning ~~above~~on ~~is:~~the ~~c/o~~date ~~LiqTech~~of ~~International~~the ~~A/S~~underwriting agreement and ending 90 days after the closing of this offering, ~~Industriparken~~we ~~22C~~and 12our subsidiaries will not (i) issue, ~~DK-2750~~enter ~~Ballerup~~into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or (ii) file any registration statement or amendment or supplement thereto as well as certain additional restrictions as set forth in the underwriting agreement, ~~Denmark~~in each case, subject to customary exceptions. We have also agreed at the closing of this offering not to effect or enter into an agreement to effect any issuance by us or our subsidiaries of any common stock or common stock equivalents involving a variable rate transaction (as defined in the underwriting agreement) for a period of 12 months after the closing of this offering.

~~(2)~~Pursuant ~~Under~~to ~~the~~“lock-up” ~~rules~~agreements, our directors and ~~regulations~~officers have agreed, without the prior written consent of the ~~SEC~~underwriter, ~~beneficial~~not ~~ownership~~to ~~includes~~directly or indirectly, (i) offer to sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, indirectly or directly, shares ~~actually~~of ~~owned~~capital stock of the Company, (ii) ~~shares~~cause ~~underlying preferred~~to ~~stock,~~be ~~options~~filed ~~and~~any ~~warrants~~registration ~~that~~statement ~~are~~relating ~~currently~~to ~~exercisable~~their ~~and~~resale of any shares of capital stock of the Company, or (iii) ~~shares~~enter ~~underlying~~into ~~options~~any ~~and~~swap ~~warrants~~or other arrangement that ~~are~~transfers ~~exercisable~~to ~~within~~another, 60in ~~days~~whole ofor ~~June~~in 22part, ~~2020.~~any ~~All~~of ~~shares~~the ~~beneficially~~economic ~~owned~~consequences byof aownership ~~particular~~of ~~person~~capital ~~under~~stock ~~clauses~~of the Company, whether any such transaction described in clause (i), (ii) ~~and~~or (iii) ofabove ~~the~~is ~~previous~~to ~~sentence~~be ~~are~~settled ~~deemed~~by todelivery beof ~~outstanding~~shares ~~for~~of ~~the~~capital ~~purpose~~stock of ~~computing~~ the ~~percentage~~ ~~ownership~~Company ofor ~~that~~other ~~person~~such ~~but~~securities, ~~are~~in ~~not~~cash ~~deemed~~or ~~outstanding~~otherwise, subject to customary exceptions, for a period beginning on the ~~purpose~~date of ~~computing~~such ~~the~~lock-up ~~percentage~~agreements ~~ownership~~and ofending ~~any~~90 ~~other~~days ~~person~~from the closing of this offering.

~~(3)~~Price ~~Based on 22~~Stabilization,~~164,213 shares~~ ~~issued~~Short Positions and ~~outstanding~~Penalty ~~as of June 22, 2020.~~Bids

~~(4)~~In ~~This~~connection ~~information~~with isthis ~~based~~offering, ~~upon~~the aunderwriter ~~Schedule~~may ~~13G~~engage ~~filed~~in transactions that stabilize, maintain or otherwise affect the price of our common stock, including short sales and purchases to cover positions created by ~~Laurence~~short Wpositions, stabilizing transactions, syndicate covering transactions and penalty bids. ~~Lytton~~Specifically, the underwriter may over-allot in connection with ~~the~~this ~~Securities~~offering ~~and~~by ~~Exchange~~selling ~~Commission~~more shares of common stock than are set forth on ~~May~~the 29cover page of this prospectus, ~~2020~~creating ~~and~~a ~~information~~short ~~furnished~~position toin usour common stock. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of common stock over-allotted by the underwriter is not greater than the number of shares of our common stock that may be purchased under the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. To close out a short position, the underwriter may elect to exercise all or part of the over-allotment option or purchase shares in the open market. The underwriter may also impose a penalty bid, which occurs when a particular dealer repays selling ~~stockholder~~concessions allowed to it because the underwriter repurchases that security in stabilizing or short covering transactions. These activities may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriter is not required to engage in these activities and may discontinue any of these activities at any time without notice. In connection with this offering, the underwriter may also engage in passive market making transactions in our common stock in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution.

~~(5)~~Discretionary Laurence W. Lytton exercises voting and dispositive power over this entity. Accordingly, the shares of common stock owned by this entity are also included in the number of shares of common stock reported to be beneficially owned by Laurence W. Lytton.Accounts

~~(6)~~The ~~Consists~~underwriter does not intend to confirm sales of ~~85,000~~the shares ofoffered ~~common~~hereby ~~stock~~to ~~and~~any anaccounts ~~immediately~~over ~~exercisable~~which ~~warrant~~it toexercises ~~purchase~~discretionary anauthority ~~additional~~in ~~515,000~~excess of 5% of the shares of our common stock ~~for~~being nooffered ~~additional~~in ~~consideration~~this offering.

~~(7)~~Determination ~~Based on information provided to us by the selling securityholder. The shares~~ of ~~common~~Public ~~stock~~Offering ~~owned by this entity are also included in the number of shares reported as beneficially owned by The Phoenix Holdings Ltd.~~Price

~~(8)~~The ~~This~~public ~~information~~offering isprice ~~based~~of ~~upon~~shares aof ~~Schedule~~our ~~13G/A~~common ~~filed~~stock and pre-funded warrants offered by ~~AWM~~this ~~Investment~~prospectus ~~Company,~~was ~~Inc~~determined by negotiation between us and the underwriter. ~~with~~Among the ~~Securities~~factors ~~and~~that ~~Exchange~~were ~~Commission~~considered onin ~~February~~determining ~~12,~~the ~~2020.~~public offering price were as follows:

~~(9)~~● ~~This~~the ~~information~~trading isprice ~~based~~of ~~upon~~our acommon ~~Schedule~~stock ~~13G/A~~prior ~~filed~~to bythis ~~Norman H. Pessin and Sandra F. Pessin with the Securities and Exchange Commission on April 16, 2018.~~offering;

~~(10)~~● ~~This~~our ~~information~~history ~~is based upon a Schedule 13G/A filed by The Phoenix Holdings Ltd. with the Securities~~ and ~~Exchange~~our Commission on June 8, 2020. The shares of common stock reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of The Phoenix Holdings Ltd. (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The shares of common stock reported herein include the shares owned by Shotfut Menayot Chool - Phoenix Amitim and The Phoenix Insurance Company Ltd. The Phoenix Holdings Ltd. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.prospects;

~~(11)~~● ~~This~~the ~~information~~industry isin ~~based~~which ~~upon~~we ~~a Schedule 13G/A filed by Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio on January 30, 2020.~~operate;

~~(12)~~● ~~This~~our ~~information~~past ~~is based upon a Schedule 13G filed by Wellington Trust Company, NA with the Securities~~ and ~~Exchange~~present ~~Commission~~operating on January 29, 2020. As the investment advisor to the Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio, Wellington Trust Company, NA is deemed to be a beneficial owner of the shares held by such portfolio.results;

~~(13)~~● ~~This information is based upon a Schedule 13G filed by Wellington Management Group LLP and certain of its affiliates with~~ the ~~Securities~~previous ~~and~~experience ~~Exchange Commission on January 28, 2020. Wellington Management Group LLP is the direct or indirect owner~~ of ~~one~~our orexecutive ~~more~~officers; ~~investment advisors whose clients include, Wellington Trust Company, NA,~~ and Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio. Wellington Management Group LLP is deemed to be a beneficial owner of the shares held by the clients the investment advisers that it owns.

~~(14)~~● ~~All~~the ofgeneral ~~these shares~~condition ~~are~~of ~~owned~~the bysecurities ~~Masu~~markets ~~A/S,~~at ~~a Danish entity. Mr. Mathiesen controls~~ the ~~voting~~time ~~and disposition~~ of ~~the~~this ~~shares owned by Masu A/S~~offering.

WeThe ~~know~~public offering price stated on the cover page of nothis ~~arrangements,~~prospectus ~~including~~should ~~pledges,~~not bybe orconsidered ~~among~~an ~~any~~indication of the ~~forgoing~~actual ~~persons,~~value of the ~~operation~~shares of ~~which~~our ~~could~~common ~~result~~stock and/or pre-funded warrants sold in athis offering. That price is subject to change as a result of ~~control~~market conditions and other factors and we cannot assure you that shares of usour common stock sold in this offering can be resold at or above the public offering price.

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~~DESCRIPTION~~Other ~~OF SECURITIES~~ Relationships

~~General~~In the ordinary course of their business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve security and/or instruments of ours or our affiliates. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

~~The~~Electronic following description of our common stock is based upon our articles of incorporation, as amended, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation, as amended, and our bylaws, copies of which are filed as exhibits to this registration statement.Distribution

~~Our~~This ~~authorized~~prospectus ~~capital~~may ~~stock~~be ~~consists~~made ofavailable ~~25,000,000~~in ~~shares~~electronic offormat ~~common~~on ~~stock,~~websites ~~par~~or ~~value~~through $0other online services maintained by the underwriter or by its affiliates.~~001~~ ~~per~~In ~~share~~those cases, prospective investors may view offering terms online and ~~2,500,000~~prospective ~~shares~~investors ofmay ~~preferred~~be ~~stock,~~allowed ~~par~~to ~~value~~place $0orders online.~~001~~ ~~per~~Other ~~share.~~than Asthis ofprospectus ~~June~~in ~~19,~~electronic ~~2020~~format, wethe ~~had~~information ~~22,164,213 shares~~on ofthe ~~common~~underwriter’s ~~stock~~websites ~~issued~~or ~~and~~our ~~outstanding~~website and noany ~~shares~~information contained in any other websites maintained by the underwriter or by us is not part of ~~preferred~~this ~~stock~~prospectus ~~issued~~or the registration statement of which this prospectus forms a part, has not been approved and/or ~~outstanding~~endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.

~~Common~~Offer ~~Stock~~Restrictions Outside of the United States

~~Voting~~Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the shares of our common stock offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

~~Holders~~Exchange of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.Listing

~~Dividends~~Shares of our common stock are listed on the Nasdaq Capital Market under the symbol “LIQT”.

~~Subject~~The tolast ~~the~~reported ~~rights~~sales ~~and~~price ~~preferences~~ of ~~the~~our ~~holders~~common ~~of any series of preferred~~ stock ~~which~~on ~~may~~May at22, ~~the~~2026, ~~time~~was be$1.80 ~~outstanding,~~per ~~holders~~share. ofThe ~~our~~actual ~~common~~public ~~stock~~offering ~~are~~price ~~entitled~~was todetermined ~~receive~~between ~~ratably~~us ~~such~~and ~~dividends~~the asunderwriter, ~~our~~and ~~Board~~may ofbe ~~Directors~~at ~~from~~a ~~time~~discount to ~~time~~the ~~may~~current ~~declare~~market ~~out~~price of ~~funds~~our ~~legally~~common ~~available~~stock.

~~Liquidation~~Transfer ~~Rights~~Agent and Registrar

InThe ~~the~~transfer ~~event~~agent ~~of any liquidation, dissolution or winding-up of affairs of the Company, after payment of all of our debts~~ and ~~liabilities~~registrar ~~and~~for ~~subject to the rights and preferences of the holders of any outstanding shares of any series of~~ our ~~preferred stock, the holders of our~~ common stock ~~will~~is beSecurities ~~entitled~~Transfer ~~to share ratably in the distribution of any of our remaining assets~~Corporation.

Other Matters

Holders of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to the common stock. All of the issued and outstanding shares of common stock on the date of this report are validly issued, fully paid and non-assessable.

Preferred Stock

Our Board of Directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

Common Stock Purchase Warrants

We have outstanding warrants to purchase 515,000 shares of common stock. The warrants are immediately exercisable for no additional consideration and will not expire. The exercise price of the warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of common stock and combinations of the outstanding shares of common stock. While the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of common stock a sufficient number of share to provide for the issuance of the shares underlying the warrants.

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~~Charter~~LEGAL ~~and Bylaw Provisions~~ MATTERS

~~Election~~The validity of the shares of our common stock offered hereby (including the shares of our common stock underlying the pre-funded warrants and ~~Removal~~the underwriter warrants) will be passed upon for us by Snell and Wilmer, L.L.P., Reno, Nevada. The validity of ~~Directors~~the pre-funded warrants and the underwriter warrants will be passed upon for us by K&L Gates LLP. McGuireWoods LLP is acting as counsel for the underwriter.

~~Our Board of Directors will be comprised of not less than one nor more than seven directors. All our directors will stand for election annually.~~EXPERTS

~~Directors~~The ~~may~~financial bestatements ~~removed~~incorporated byin athis ~~majority~~prospectus ~~vote~~by ofreference to the ~~stockholders~~2025 atAnnual aReport ~~meeting~~have ~~called~~been ~~expressly~~so ~~for~~incorporated ~~such~~in ~~purpose.~~reliance ~~Any vacancies~~ on the ~~Board~~report of ~~Directors~~Sadler, ~~may~~Gibb be& ~~filled~~Associates, byLLC, anindependent ~~affirmative~~registered ~~vote~~certified ofpublic aaccountants, ~~majority~~given ofon the ~~remaining~~authority ~~directors, except that any directorship to be filled by reason~~ of ~~removal~~said byfirm ~~stockholders~~as ~~may~~experts bein ~~filled~~auditing byand ~~the stockholders at the meeting at which the director is removed~~accounting.

~~Special~~WHERE ~~Meetings~~YOU ofCAN ~~Stockholders~~FIND MORE INFORMATION

~~Our~~We ~~bylaws~~file ~~provide~~annual, ~~that~~quarterly aand ~~special~~current ~~meeting~~reports, ofproxy ~~stockholders~~statements ~~may~~and beother ~~called~~information atwith ~~any~~the ~~time~~SEC. byOur SEC filings are available to the ~~president,~~public aover ~~majority~~the ofinternet at the ~~Board~~SEC’s website at www.sec.gov. Copies of ~~Directors,~~certain orinformation ~~upon~~filed by us with the ~~request~~SEC ofare ~~holders~~also ofavailable ~~not~~on ~~less~~our ~~than~~website ~~10%~~at ofwww.liqtech.com. The information on our ~~issued~~website, however, is not, and ~~outstanding~~should ~~shares~~not ~~entitled~~be deemed to ~~vote~~be, ata ~~such~~part ~~meeting~~of or incorporated by reference in this prospectus.

~~Stockholder~~This ~~Action~~prospectus is a part of a registration statement on Form S-1 that we filed with the SEC and does not contain all of the information in the registration statement. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by ~~Written~~reference ~~Consent~~to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

~~Any~~INCORPORATION ~~action~~OF ~~required~~CERTAIN toINFORMATION beBY taken at a meeting of stockholders may be taken without a meeting of the stockholders if a consent, in writing, setting forth the action so taken, is signed by a majority of the stockholders entitled to vote in respect of the subject matter out to vote.REFERENCE

~~Stockholder~~The ~~Action~~SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and ~~Amendments~~later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to ~~Articles~~Items 2.02 and 7.01 of ~~Incorporation~~Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of this offering:

~~Any~~(1) ~~action required to be taken at a meeting of stockholders, including an amendment to our articles of incorporation, may be decided by~~ the ~~affirmative~~2025 ~~vote~~Annual ofReport ~~holders~~filed ofwith ~~a majority of~~ the ~~votes~~SEC ~~cast~~on atFebruary a27, ~~meeting~~2026, ~~for~~as ~~which~~amended ~~quorum~~on ~~has~~March ~~been~~19, ~~obtained. A majority in interest of all shares issued and outstanding represented by stockholders of record in person or by proxy constitutes a quorum.~~2026;

~~Amendments~~(2) toour ~~Bylaws~~Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026;

~~Our~~(3) ~~bylaws~~our ~~may~~Current beReports ~~amended,~~on ~~altered~~Form or8-K ~~repealed~~(other bythan ~~the~~portions ~~affirmative~~thereof ~~vote~~furnished ofunder ~~holders~~Item of2.02 aor ~~majority~~Item of7.01 ~~shares entitled to vote in the election~~ of ~~directors.~~Form ~~Our~~8-K ~~bylaws~~and ~~may~~exhibits ~~also~~accompanying besuch ~~amended,~~reports ~~altered~~that orrelate ~~repealed~~to bysuch aitems) ~~majority~~filed ofwith the ~~entire~~SEC ~~Board~~on ofFebruary ~~Directors~~18, at2026 ~~any~~and ~~regular~~May or26, ~~special meeting.~~2026;

~~Director~~(4) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act and ~~Officer~~all ~~Indemnification~~proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the 2025 Annual Report referenced in (1) above; and

~~The~~(5) ~~Company’s~~the ~~Articles~~description of ~~Incorporation~~our ~~provide~~common ~~that~~stock nocontained ~~director~~in orour ~~officer~~registration ofon ~~the~~Form ~~Corporation~~8-A ~~shall~~filed bewith ~~personally liable to~~ the ~~Corporation~~SEC oron ~~any~~April of15, ~~its~~2019, ~~stockholders~~as ~~for~~supplemented ~~damages~~by ~~for~~Exhibit ~~breach~~4.3 of ~~fiduciary~~the ~~duty~~2025 asAnnual ~~a director or officer; provided~~Report, ~~however,~~including ~~that~~any ~~the~~amendment ~~foregoing provision shall not eliminate~~ or ~~limit~~reports ~~the~~filed ~~liability of a director or officer (i)~~ for ~~acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii)~~ the ~~payment~~purpose of ~~dividends~~updating ~~in violation of Section 78~~such.~~300 of the Nevada Revised Statutes.~~

The Bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

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~~The~~We ~~Bylaws provide that the Company must pay the costs incurred by any person entitled to indemnification in defending a proceeding as such costs~~ are ~~incurred~~not, ~~and in advance of the final disposition of a proceeding; provided~~ however, ~~that~~incorporating, ~~the~~in ~~Company~~each ~~must~~case, ~~pay~~any ~~such~~documents ~~costs only upon receipt of an undertaking by~~ or oninformation ~~behalf~~that ofwe ~~such~~are ~~person~~deemed to ~~repay~~furnish ~~the~~and ~~amount if it is ultimately determined by a court of competent jurisdiction that such person is~~ not ~~entitled~~filed toin beaccordance ~~indemnified~~with bySEC ~~the Company~~rules.

~~The~~Any ~~Bylaws~~statement ~~provide~~contained ~~that~~in ~~the~~any ~~Company~~document ~~may~~incorporated ~~purchase~~by ~~and~~reference ~~maintain~~herein ~~insurance~~will orbe ~~make~~deemed ~~other~~to ~~financial~~be ~~arrangements~~modified onor ~~behalf~~superseded for purposes of ~~any~~this ~~person~~prospectus ~~who~~to isthe orextent ~~was~~that a ~~director~~statement contained in this prospectus or ~~officer~~any ofprospectus ~~the~~supplement ~~Company,~~modifies or issupersedes orsuch ~~was~~statement. ~~serving~~Any atstatement ~~the~~so ~~request~~modified ofor ~~the~~superseded ~~Company~~will not be deemed, except as aso ~~director~~modified or ~~officer~~superseded, to constitute a part of this prospectus.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You may request, and we will provide you with, a copy of these filings at no cost by calling us at +45 3131 5941, by writing to us as the following address: Industriparken 22C, DK 2750, Ballerup, Denmark or by emailing us at [email protected]. You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on the “Investor” page of our website at www.liqtech.com. The information found on our website, or that may be accessed by links on our website, is not part of this prospectus. We have included our website address solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock.

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$20,000,000

Shares of Common Stock

Pre-Funded Warrants to Purchase Shares of Common Stock

Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants

LiqTech International, Inc.

PRELIMINARY PROSPECTUS

Konik Capital Partners

A division of T.R. Winston & Co.

, 2026

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than underwriter discounts and commissions, paid or payable by us in connection with the sale of shares of our common stock and pre-funded warrants being registered. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

	Amount Paid or to be Paid
SEC registration fee	$	3,336
FINRA filing fee		3,500
Legal fees and expenses		350,000
Accounting fees and expenses		25,000
Miscellaneous fees and expenses		163,000
Total	$	544,836

Item 14. Indemnification of Directors and Officers.

Our Company’s charter provides that, to the fullest extent that limitations on the liability of directors and officers are permitted by the Nevada Revised Statutes, no director or officer of the Company shall have any liability to the Company or its stockholders for monetary damages. The Nevada Revised Statutes provide that a corporation’s charter may include a provision which restricts or limits the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter and bylaws provide that the Company shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent permitted by the Nevada Revised Statutes and that the Company shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law.

The charter and bylaws provide that the Company will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Company. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

Our Company maintains a policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment under some circumstances.

Section 78.751 of the Nevada Revised Statues also provides that any discretionary indemnification, unless ordered by a court or advanced by the Company, may be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:II-1

● By the stockholders;

● By the Company’s Board of Directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding;

● If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

● If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Trading

Our common stock is currently listed on the Nasdaq Capital Market under the symbol LIQT.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Action Stock Transfer, Inc. The transfer agent’s telephone number is (801) 274-1088.

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~~PLAN~~Section OF78.7502 ~~DISTRIBUTION~~of the Nevada Revised Statues also provides that any discretionary indemnification, unless ordered by a court or advanced by the Company, may be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: by the stockholders; by the Company’s Board of Directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding; if a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

~~The~~In ~~selling~~the ~~securityholders,~~event ~~which~~that asa ~~used~~claim ~~herein~~for ~~includes~~indemnification ~~donees,~~against ~~pledgees,~~such ~~transferees~~liabilities or (other ~~successors-in-interest~~than ~~selling~~the ~~shares~~payment ofby ~~common stock or interests in shares of common stock received after~~ the ~~date~~registrant of ~~this~~expenses ~~prospectus~~incurred ~~from~~or apaid ~~selling~~by ~~securityholder as~~ a ~~gift~~director, ~~pledge~~officer, ~~partnership~~or ~~distribution~~controlling orperson ~~other~~in ~~transfer,~~the ~~may,~~successful ~~from~~defense ~~time~~of toany ~~time~~action, ~~sell~~suit, ~~transfer~~ or ~~otherwise~~proceeding) ~~dispose~~is ofasserted ~~any~~by orsuch ~~all~~director, ofofficer, ~~their shares of common stock~~ or ~~interests~~controlling inperson ~~shares~~connected ofwith ~~common~~the ~~stock~~securities onbeing ~~any~~registered, ~~stock~~we ~~exchange~~will, ~~market~~unless orin ~~trading facility on which~~ the ~~shares~~opinion ~~are~~of ~~traded~~our orcounsel inthe ~~private~~matter ~~transactions.~~has ~~These~~been ~~dispositions~~settled ~~may~~by becontrolling atprecedent, ~~fixed~~submit ~~prices,~~to ata ~~prevailing~~court ~~market~~of ~~prices~~appropriate atjurisdiction the ~~time~~question ofwhether ~~sale,~~such atindemnification ~~prices~~by ~~related~~it tois ~~the~~against ~~prevailing~~public ~~market~~policy ~~price,~~as atexpressed ~~varying~~in ~~prices~~the Securities ~~determined~~Act and atwill ~~the~~be ~~time~~governed ofby ~~sale,~~the orfinal atadjudication ~~negotiated~~of ~~prices~~such issue.

~~The~~Insofar ~~selling~~as ~~securityholders~~indemnification for liabilities arising under the Securities Act may ~~use~~be ~~any~~permitted ~~one~~to ordirectors, ~~more~~officers and controlling persons of the ~~following~~Company ~~methods~~pursuant ~~when~~to ~~disposing~~the offoregoing ~~shares~~provisions, or ~~interests~~otherwise, ~~therein:~~we have been advised that in the opinion of the SEC such indemnification is against public policy and is, therefore, unenforceable.

●Item 15. ~~ordinary~~Recent ~~brokerage~~Sales ~~transactions~~of ~~and~~Unregistered ~~transactions in which the broker-dealer solicits purchasers;~~Securities.

●In ~~block~~the ~~trades~~three years inpreceding ~~which~~ the ~~broker-dealer~~filing ~~will~~of ~~attempt~~this toregistration ~~sell the shares as agent~~statement, ~~but~~we ~~may~~have ~~position~~issued ~~and~~the ~~resell~~following asecurities ~~portion~~that ofwere ~~the~~not ~~block~~registered asunder ~~principal to facilitate~~ the ~~transaction;~~Securities Act:

●On ~~purchases~~October by13, 2023, the Company and certain investors entered into an amendment to a ~~broker-dealer~~note asand ~~principal~~warrant purchase Agreement (the “Amendment”) and ~~resale~~allonges byto each of the ~~broker~~notes issued thereunder, pursuant to which the Company issued to the purchasers additional warrants to purchase an aggregate of 531,250 shares of our common stock at an exercise price of $5.20 per share, subject to adjustment as provided therein (the “2023 Warrants”). The 2023 Warrants are exercisable at any time prior to the five-~~dealer~~year ~~for~~anniversary ~~its~~of ~~account;~~the initial exercise date of September 30, 2023. The Amendment entitles the Purchasers to registration rights with respect to the shares of our common stock issuable upon exercise of the 2023 Warrants pursuant to the existing Registration Rights Agreement, dated June 22, 2022, by and between the Company and the purchasers. The 2023 Warrants, and any shares issuable upon exercise of the 2023 Warrants, 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.

●On September 27, 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue and sell an ~~exchange~~aggregate ~~distribution~~of 3,630,129 shares of our common stock, 1,369,871 pre-funded warrants to purchase shares of our common stock and warrants to purchase up to an aggregate of 5,000,000 shares of our common stock, for gross proceeds of up to $10 million. The combined purchase price of one share of our common stock and one accompanying warrant to purchase one share of our common stock was $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 was $1.999. The warrants have an exercise price of $2.00 per share of our common stock and the prefunded warrants have an exercise price of $0.001 per share of our common stock. The Company agreed to issue shares of our common stock, warrants, and pre-funded warrants in ~~accordance~~two tranches: (i) a first tranche comprised of 29,227 shares of our common stock, 555,302 pre-funded warrants, and warrants to purchase an aggregate of 584,529 shares of our common stock (collectively, the “First Tranche Securities”); and (ii) a second tranche comprised of 3,600,902 shares of our common stock, 814,569 pre-funded warrants, and warrants to purchase an aggregate of 4,415,471 shares of our common stock (collectively, the “Second Tranche Securities”). On September 27, 2024, in connection with the ~~rules~~closing of the ~~applicable~~first ~~exchange;~~tranche, the Company sold and issued the First Tranche Securities for gross proceeds of approximately $1.2 million. On November 12, 2024, in connection with the closing of the second tranche, the Company sold and issued the Second Tranche Securities for gross proceeds of approximately $8.8 million. The First Tranche Securities and Second Tranche Securities have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

●In ~~privately~~a ~~negotiated~~concurrent ~~transactions;~~private placement expected to be consummated upon the closing of the offering of the securities registered hereby, we have agreed to issue to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (collectively, the “Note Holders”) a number of shares of our common stock determined based on a deemed issuance price per share equal to the public offering price per share to be sold in this offering, in exchange for the cancellation of $3.0 million of the aggregate principal amount of the senior promissory notes issued to the Note Holders on June 22, 2022, as amended on October 13, 2023 and March 26, 2025, pursuant to a debt cancellation agreement. The shares to be issued to the Note Holders have not been registered under the Securities Act nor are they being offered pursuant to this registration statement. The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

●On ~~short~~May ~~sales~~22, ~~effected~~2026, ~~after~~ the ~~date~~Company issued and sold 9.09% original issue discount promissory notes in an aggregate principal amount of $1,100,000 (the ~~registration~~“OID ~~statement~~Notes”) to affiliates of ~~which~~Bleichroeder ~~this~~L.P. ~~Prospectus~~and isLaurence W. Lytton, pursuant to a ~~part~~note ispurchase ~~declared~~agreement. ~~effective~~The OID Notes were issued for a purchase price of $1,000,000, reflecting an original issue discount of $100,000. The OID Notes have a term of two months, maturing on July 22, 2026, constitute senior obligations of the Company, and do not bear interest prior to maturity. The OID Notes were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the ~~SEC;~~Securities Act and Rule 506(b) promulgated thereunder. No underwriter was involved in the transaction, and the Company did not engage in any general solicitation or advertising in connection with the sale.

~~● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;~~II-2

● broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

● a combination of any such methods of sale; and

● any other method permitted by applicable law.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling securityholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

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The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities ActItem 16. ~~Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act~~Exhibits. ~~Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.~~

To the extent required, the shares of our common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to (a ~~particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.~~) Exhibits

InThe ~~order~~following todocuments ~~comply~~are ~~with~~filed ~~the~~as ~~securities~~exhibits ~~laws~~to ofthis some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration ~~or qualification requirements is available and is complied with.~~statement:

We have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling securityholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Exhibit No.	Description	Location


1.1	Form of Underwriting Agreement	Filed herewith

3.1	Articles of Incorporation, as amended as of November 13, 2023	Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024

3.2	Amended and Restated Bylaws	Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 14, 2025

4.1	Form of Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 2, 2020

4.2	Form of Amendment to Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 9, 2020

4.3	Description of our Common Stock	Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2020

4.4	Form of Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 20, 2021

4.5	Form of Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 17, 2022

4.6	Form of Warrant	Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on October 19, 2023

4.7	Form of Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024

We have agreed to indemnify the selling securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.II-3

We have agreed with the selling securityholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the securities have been sold or otherwise disposed of pursuant to the registration statement of which this prospectus forms a part or in a transaction in which the transferee receives freely tradable shares.

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LEGAL MATTERS

4.8	Form of Warrant	Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024

4.9	Form of Amended and Restated Warrant	Included in Exhibit 10.17

4.10	Form of Underwriter Warrant	Filed herewith

4.11	Form of Pre-Funded Warrant	Filed herewith

5.1	Legal Opinion of Snell and Wilmer, L.L.P.	Filed herewith

5.2	Legal Opinion of K&L Gates LLP	Filed herewith

10.1	Lease Agreement for Industriparken 22C, 2750 Ballerup, Denmark	Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A as filed with the SEC on November 15, 2011 (translated in English)

10.2	Form of Registration Rights Agreement, by and among the Company and the investors named therein	Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on June 2, 2020

10.3	Lease Contract for Benshoej Industrivej 24, 9500 Hobro	Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on December 5, 2019

10.4*	LiqTech International, Inc. 2013 Share Incentive Plan	Incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 as filed with the SEC on January 27, 2014

10.5	Note and Warrant Purchase Agreement, by and among the Company and the Purchasers	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022

10.6	Form of Note	Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022

10.7	Registration Rights Agreement, by and among the Company and the Purchasers	Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022

10.8	First Amendment to Note and Warrant Purchase Agreement	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023

10.9	Form of Allonge No. 1	Included in Exhibit 10.8

~~The validity of the securities offered by this prospectus has been passed upon for us by Snell & Wilmer, L.L.P., Reno, Nevada.~~ II-4

EXPERTS

Our consolidated financial statements as of December 31, 2018 and 2019 and for the years then ended included or referred to in this prospectus have been audited by Sadler, Gibb & Associates, LLC, independent registered certified public accountants, and are incorporated by reference into this prospectus in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. These filings contain important information that does not appear in this prospectus. For further information about us, you may read and copy any reports, statements and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available on the SEC Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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Up to 1,600,000 Shares

10.10*	Executive Service Agreement, dated July 26, 2022, by and between LiqTech Holdings A/S and Fei Chen	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 1, 2022

10.11*	LiqTech International, Inc. 2022 Equity Incentive Plan	Incorporated by reference to Annex A to the Company’s Proxy Statement pursuant to Section 14(a) of the Exchange Act filed with the SEC on October 3, 2022

10.12	Exclusivity Agreement for Collaboration, Marketing and Deployment of Products and Associated Services, dated November 11, 2022, by and between the Company and NESR	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on November 17, 2022

10.13 †	Securities Purchase Agreement, by and among the Company and the investors named therein	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024

10.14	Registration Rights Agreement, by and among the Company and the investors named therein	Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024

10.15*	Service Agreement between Liqtech Holding A/S and David Kowalczyk, dated January 27, 2025.	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on January 31, 2025

10.16*	Separation Agreement between Liqtech Holding A/S and Phillip Massie Price, dated March 20, 2025	Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025

10.17	Second Amendment to Note and Warrant Purchase Agreement	Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025

10.18	Form of Allonge No. 2	Included in Exhibit 10.17

~~LiqTech International, Inc.~~ II-5

Common Stock

PROSPECTUS DATED [●], 2020

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PART II

10.19*	Amendment No. 1 to LiqTech International, Inc. 2022 Equity Incentive Plan, as approved by the Company’s stockholders on June 5, 2025	Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 6, 2025

10.20	Form of Debt Cancellation Agreement	Filed herewith

10.21	Note Purchase Agreement, by and among the Company and the Investors, dated May 22, 2026	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 26, 2026

10.22	Form of Note	Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on May 26, 2026

21.1	List of Subsidiaries	Incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2025

23.1	Consent of Sadler, Gibb	Filed herewith

107	Filing Fee Table	Filed herewith

INFORMATION NOT REQUIRED IN PROSPECTUS

*	Denotes a management contract or compensatory plan or arrangement.

†	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.

~~Item~~(b) Financial ~~13.~~Statement ~~Other Expenses of Issuance and Distribution~~Schedules

~~The~~All ~~following~~schedules ~~table~~have ~~sets~~been ~~forth~~omitted because the ~~various~~information ~~costs~~required ~~and~~to ~~expenses~~be ~~payable~~set byforth us in ~~connection with~~ the ~~sale~~schedules ofis ~~the~~either ~~securities~~not ~~being~~applicable ~~registered.~~or ~~All~~is ~~such~~shown ~~costs~~in ~~and expenses shall be borne by us. Except for~~ the ~~SEC~~financial ~~registration~~statements ~~fee,~~or ~~all~~notes ~~of the amounts shown are estimates~~thereto.

SEC registration fee	$	1,177
Legal fees and expenses*	$	20,000*
Accounting fees and expenses*	$	10,000*
Printing and miscellaneous expenses*	$	5,000*
	$	36,177
* Estimated solely for the purpose of this Item. Actual expenses may vary.

Item 17. Undertakings.

~~Item~~The ~~14.~~undersigned ~~Indemnification~~registrant ofhereby ~~Directors and Officers~~undertakes:

The Company’s Articles of Incorporation provide that no director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as (a)(1) ~~director~~To ~~or officer; provided~~file, ~~however,~~during ~~that~~any ~~the~~period ~~foregoing~~in ~~provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions~~ which ~~involve~~offers ~~intentional misconduct, fraud~~ or ~~knowing~~sales ~~violation~~are ofbeing ~~law~~made, ora ~~(ii)~~post-effective ~~the~~amendment ~~payment~~to ofthis ~~dividends~~registration ~~in violation of Section 78.300 of the Nevada Revised Statutes.~~statement:

~~The~~(i) ~~Bylaws provide that any person who was or is a party or is threatened~~ to beinclude ~~made a party to~~ any ~~threatened,~~prospectus ~~pending~~required ~~or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,~~ by ~~reason~~section ~~of the fact that such person is or was~~ 10(a ~~director, officer, employee or agent of the Company~~ )(or3) ~~is or was serving at the request~~ of the ~~Company~~Securities asAct ~~a director, officer, employee or agent~~ of another corporation, partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.1933;

~~The~~(ii) ~~Bylaws~~to ~~provide~~reflect ~~that~~in the ~~Company~~prospectus ~~must~~any ~~pay~~facts or events arising after the ~~costs~~effective ~~incurred~~date byof ~~any~~the ~~person~~registration ~~entitled~~statement to(or ~~indemnification~~the most recent post-effective amendment thereof) which, individually or in ~~defending~~the aggregate, represent a ~~proceeding~~fundamental aschange ~~such~~in ~~costs~~the ~~are~~information ~~incurred~~set ~~and~~forth in ~~advance~~the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the ~~final~~total ~~disposition~~dollar value of asecurities ~~proceeding;~~offered ~~provided~~would ~~however,~~not exceed that ~~the~~which ~~Company~~was ~~must~~registered) ~~pay~~and ~~such~~any ~~costs~~deviation ~~only~~from ~~upon~~the ~~receipt~~low or high end of anthe ~~undertaking~~estimated bymaximum oroffering onrange ~~behalf~~may be reflected in the form of ~~such~~prospectus ~~person~~filed with the SEC pursuant to ~~repay~~Rule 424(b) if, in the ~~amount~~aggregate, ifthe itchanges isin ~~ultimately~~volume ~~determined~~and byprice arepresent ~~court~~no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of ~~competent~~Filing ~~jurisdiction~~Fee ~~that~~Tables” ~~such~~or ~~person~~“Calculation isof ~~not~~Registration ~~entitled~~Fee” totable, beas ~~indemnified~~applicable, byin the ~~Company.~~effective registration statement; and

The Bylaws provide that the Company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer.II-6

26Table of Contents

~~Table~~(iii) to include any material information with respect to the plan of ~~Contents~~distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

~~Nevada~~provided, ~~Revised~~however, ~~Statutes 78.751 and 78.7502 have provisions~~ that ~~provide~~paragraphs ~~for discretionary and mandatory indemnification of officers~~(1)(i), ~~directors,~~(1)(ii) ~~employees,~~ and ~~agents~~(1)(iii) ofdo anot ~~corporation.~~apply ~~Under~~if ~~these~~the ~~provisions,~~information ~~such~~required ~~persons~~to ~~may~~ be ~~indemnified~~included byin a ~~corporation~~post-effective ~~against~~amendment ~~expenses,~~by ~~including~~those ~~attorney’s~~paragraphs ~~fees,~~is ~~judgment,~~contained ~~fines~~in ~~and~~reports ~~amounts~~filed ~~paid~~with inor ~~settlement,~~furnished ~~actually~~to ~~and~~the ~~reasonably~~SEC ~~incurred~~ by ~~him~~the inregistrant ~~connection~~pursuant ~~with~~to ~~the~~Section ~~action,~~13 ~~suit~~ or ~~proceeding,~~Section if15(d) heof ~~acted~~the inExchange ~~good~~Act ~~faith~~that ~~and~~are inincorporated aby ~~manner~~reference ~~which~~in hethe ~~reasonably~~registration ~~believed~~statement, ~~to be in~~ or ~~not~~is ~~opposed~~contained toin ~~the~~a ~~best~~form ~~interests~~ of ~~the~~prospectus ~~corporation~~filed ~~and~~pursuant ~~with respect~~ to ~~any~~Rule ~~criminal~~424(b) ~~action~~that oris ~~proceeding~~part ~~had~~of nothe ~~reasonable~~registration ~~cause to believe his conduct was unlawful~~statement.

To(2) ~~the extent that a director~~That, ~~officer,~~for ~~employee~~the orpurpose ~~agent~~of ~~has~~determining ~~been~~any ~~successful~~liability onunder the ~~merits~~Securities orAct ~~otherwise in defense~~ of ~~any action~~1933, ~~suit~~each orsuch ~~proceeding,~~post-effective oramendment inshall ~~defense~~be ofdeemed ~~any~~to ~~claim,~~be ~~issue~~a ornew ~~matter,~~registration ~~the~~statement ~~Nevada~~relating ~~Revised~~to ~~Statues~~the ~~provide~~securities ~~that~~offered hetherein, ~~must~~and bethis ~~indemnified~~offering byof ~~the~~such ~~Company~~securities ~~against~~at ~~expenses,~~that ~~including~~time ~~attorney’s~~shall ~~fees,~~be ~~actually~~deemed ~~and~~to ~~reasonably~~be ~~incurred~~the byinitial ~~him~~bona infide ~~connection~~offering ~~with the defense~~thereof.

~~Section~~(3) ~~78.751~~To ofremove ~~the~~from ~~Nevada~~registration ~~Revised Statues also provides that any discretionary indemnification, unless ordered~~ by ameans ~~court~~of ~~or advanced by the Company, may be made only as authorized in the specific case upon~~ a ~~determination~~post-effective ~~that~~amendment ~~indemnification~~any of the ~~director,~~securities ~~officer,~~being ~~employee~~registered orwhich ~~agent~~remain isunsold ~~proper~~at in the ~~circumstances.~~termination ~~The~~of ~~determination~~this ~~must be made:~~offering.

●(4) ByThat, for the ~~stockholders;~~purpose ●of Bydetermining liability of the ~~Company’s~~registrant ~~Board~~under the Securities Act of ~~Directors~~1933 byto ~~majority~~any ~~vote~~purchaser ofin athe ~~quorum~~initial ~~consisting~~distribution of ~~directors~~the ~~who~~securities, ~~were~~the ~~not~~undersigned ~~parties~~registrant toundertakes that ~~act,~~in ~~suit~~a orprimary ~~proceeding;~~offering ●of Ifsecurities aof ~~majority~~the ~~vote~~undersigned ofregistrant apursuant ~~quorum~~to ~~consisting~~this registration statement, regardless of ~~directors~~the ~~who~~underwriting ~~were~~method ~~not~~used ~~parties~~to sell the securities to the ~~act~~purchaser, ~~suit~~if orthe ~~proceeding~~securities ~~cannot~~are beoffered ~~obtained,~~or bysold ~~independent~~to ~~legal~~such ~~counsel~~purchaser inby ameans ~~written~~of ~~opinion;~~any orof ●the Iffollowing acommunications, ~~quorum~~the ~~consisting~~undersigned ofregistrant ~~directors~~will ~~who~~be ~~were~~a ~~not~~seller ~~parties~~ to the ~~act,~~purchaser ~~suit~~and orwill ~~proceeding cannot~~ be ~~obtained,~~considered byto ~~independent~~offer ~~legal~~or ~~counsel~~sell insuch asecurities ~~written~~to ~~opinion.~~such purchaser:

~~Item~~(i) ~~15.~~Any ~~Recent~~preliminary ~~Sales~~prospectus or prospectus of ~~Unregistered~~the ~~Securities~~undersigned registrant relating to this offering required to be filed pursuant to Rule 424;

~~November~~(ii) ~~2017~~Any ~~Offering~~free writing prospectus relating to this offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

~~On November 14, 2017~~ (~~the “November 2017 Closing Date”~~iii), ~~the~~The ~~Company,~~portion ~~effected a private placement (the “November 2017 Offering”)~~ of ~~1,617,503~~any ~~shares~~other offree ~~Series~~writing Aprospectus ~~Convertible~~relating ~~Preferred Stock, par value 0.001 (the “Preferred Shares”), at a price of $1.20 per Preferred Share, for aggregate proceeds~~ to ~~the~~this ~~Company~~offering ofcontaining ~~$1,941,203.60.~~material ~~Each~~information ~~Preferred~~about ~~Share was convertible on demand into 4 shares of common stock and would mandatorily convert into 4 shares of common stock 6 months from~~ the ~~November~~undersigned ~~2017~~registrant ~~Closing~~or ~~Date.~~its ~~Immediately~~securities ~~prior~~provided toby the November 2017 Closing Date, the Company had 0 shares of Series A Convertible Preferred Stock and 44,229,264 shares of common stock issued and outstanding. After the November 2017 Offering, the Company had 1,617,503 shares of Series A Convertible Preferred Stock and 44,229,264 shares of common stock issued and outstanding. The November 2017 Offering was completed pursuant to Section 4(a)(2) and/or ~~Regulation~~on Sbehalf of the ~~Securities~~undersigned ~~Act~~registrant; ~~of 1933, as amended.~~and

In(iv) ~~connection~~Any ~~with~~other ~~the~~communication ~~November~~that ~~2017~~is ~~Offering,~~an ~~each~~offer ~~investor executed a subscription agreement~~ in ~~the~~this ~~form~~offering of Exhibit 10.10 or Exhibit 10.11 hereto, which both contain customary representations and warranties of the Company and of each investor and are incorporated herein by reference. The November 2017 Offering was made ~~directly~~ by the ~~Company~~undersigned ~~and~~registrant noto ~~underwriter or placement agent was engaged by~~ the ~~Company~~purchaser.

(b) The ~~foregoing~~undersigned ~~description~~registrant hereby undertakes that, for purposes of determining any liability under the ~~November~~Securities ~~2017~~Act ~~Offering~~of ~~does~~1933, ~~not~~each ~~purport~~filing of the registrant's annual report pursuant to besection ~~complete,~~13(a) or section 15(d) of the Exchange Act (and, iswhere ~~qualified~~applicable, ineach ~~its~~filing ~~entirety~~of byan ~~reference~~employee benefit plan's annual report pursuant to ~~the~~section ~~form~~15(d) of ~~each~~the ~~subscription~~Exchange ~~agreement,~~Act) ~~which~~that ~~are~~is incorporated by reference ~~herein~~in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~May~~(c) ~~2020~~The ~~Offering~~undersigned registrant hereby undertakes that:

On(1) ~~May~~For ~~27,~~purposes ~~2020,~~of ~~the~~determining ~~Company~~any ~~closed~~liability under the ~~May~~Securities ~~2020 Purchase Agreement~~Act, athe ~~Securities~~information ~~Purchase~~omitted ~~Agreement~~from ~~with~~ the ~~May~~form ~~2020~~of ~~Investors~~prospectus infiled ~~the~~as ~~May~~part ~~2020~~of ~~Private~~this ~~Placement~~registration ~~pursuant~~statement toin ~~which~~reliance ~~the~~upon ~~Company~~Rule ~~issued~~430A and ~~sold~~contained anin ~~aggregate of 1,085,000 shares of common stock, at~~ a ~~purchase~~form ~~price~~ of ~~$5.00~~prospectus ~~per~~filed ~~share~~by ~~and~~ the ~~May~~registrant ~~2020~~pursuant ~~Warrant, a prefunded warrant~~ to ~~purchase~~Rule an424(b)(1) ~~aggregate~~or of(4) ~~515,000~~or ~~shares~~497(h) ofunder ~~common~~the ~~stock,~~Securities atAct ashall ~~purchase~~be ~~price~~deemed ~~of $5.00 per share for gross proceeds of $8,000,000. The Company intends~~ to ~~use~~be ~~the~~part ~~net proceeds from the May 2020 Private Placement for general corporate purposes, including working capital. The May 2020 Purchase Agreement contains customary representations and warranties~~ of ~~the~~this ~~Company~~registration ~~and~~statement ~~certain~~as ~~indemnification obligations~~ of the ~~Company~~time ~~and~~it ~~ongoing covenants of the Company. The May 2020 Private Placement~~ was ~~completed~~declared ~~pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended~~effective.

27(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Table~~(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of ~~Contents~~the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Subject to certain beneficial ownership limitations, the May 2020 Warrant is immediately exercisable and may be exercised for no additional consideration. The May 2020 Warrant does not expire. A holder of the May 2020 Warrant will not have the right to exercise any portion of the May 2020 Warrant if the holder together with Affiliates and Attribution Parties (as such terms are defined in the May 2020 Warrant) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the May 2020 Warrant. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the May 2020 Warrant, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.II-7

~~Pursuant~~Table ~~to the terms~~ of the May 2020 Purchase Agreement, and as a condition to closing the May 2020 Private Placement, the Company and each May 2020 Investor simultaneously entered into the Registration Rights Agreement requiring the Company to file a registration statement with the Securities and Exchange Commission within thirty (30) days of the closing of the May 2020 Private Placement to register for resale the shares of common stock and the shares of common stock underlying the May 2020 Warrant sold in the May 2020 Private Placement. The Registration Rights Agreement contains customary terms and conditions, certain liquidated damages provisions for failing to comply with the timing obligations for the filing and effectiveness of the registration statement, and certain customary indemnification obligations.Contents

The foregoing is only a summary of the May 2020 Warrant, the May 2020 Purchase Agreement and the May 2020 Registration Rights Agreement and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the forms of May 2020 Warrant, May 2020 Purchase Agreement and Registration Rights Agreement, copies of which are filed as Exhibits 4.3, 10.14 and 10.15, respectively, hereto, and are incorporated by reference herein.SIGNATURES

~~Item~~Pursuant ~~16.~~to ~~Exhibits~~the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ballerup, Denmark, on the 26th day of May, 2026.

ALIQTECH ~~list~~INTERNATIONAL, ofINC. ~~exhibits~~By: ~~filed~~/s/ ~~with~~Fei ~~this~~Chen ~~registration~~Fei ~~statement~~Chen onChief ~~Form~~Executive ~~S-1~~Officer ~~is set forth on the Exhibit Index~~ and isPrincipal ~~incorporated~~Executive ~~in this Item 16 by reference.~~Officer

~~Exhibit~~POWER ~~Index~~OF ATTORNEY

Exhibit No.	Description	Location
3.1	Articles of Incorporation, as Amended	Incorporated by reference to Exhibit 3(i) to the Company’s Registration Statement on Form 10 (SEC Accession No. 0001078782-09-001287) as filed with the SEC on August 19, 2009
3.2	Certificate of Amendment to the Articles of Incorporation	Incorporated by reference to Exhibit A to the Company’s Information Statement on Schedule 14C as filed with the SEC on September 20, 2011
3.3	Amended and Restated Bylaws	Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
4.1	Form of Common Stock Certificate	Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K as filed with the SEC on March 29, 2012
4.2	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of LiqTech International, Inc.	Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 14, 2017
4.3	Form of Pre-Funded Warrant	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 2, 2020
5.1	Opinion of Snell & Wilmer L.L.P.	Filed herewith
10.1	Lease Agreements for 1800 - 1810 Buerkle Road, White Bear Lake, Minnesota 55110	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A as filed with the SEC on November 15, 2011
10.2	Lease Agreement for 1800 - 1816 Buerkle Road, White Bear Lake, Minnesota 55110	Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K as filed with the SEC on March 29, 2012
10.3	Lease Agreement for Industriparken 22C, 2750 Ballerup, Denmark	Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A as filed with the SEC on November 15, 2011 (translated in English)

Each of the undersigned officers and directors of LiqTech International, Inc. hereby severally constitutes and appoints Fei Chen and David Kowalczyk, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorney-in-fact and agents, with full power of substitution and re-substitution in each of them, for him or her and in his or her name, place and ‎stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this ‎registration statement and any other registration statement for the same offering that is to be effective ‎under Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and other ‎documents in connection therewith, with the Securities and Exchange Commission, granting unto said ‎attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every ‎act and thing requisite and necessary to be done in connection therewith and about the premises as fully to ‎all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that ‎said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be ‎governed by and construed with the laws of the State of Nevada and applicable federal securities laws.‎

28Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

10.4		Director Contract, dated July 29, 2014, by and between LiqTech International A/S and Sune Mathiesen	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on August 1, 2014
SIGNATURE	TITLE	DATE
10.5		CFO Contract, dated August 1, 2018, by and between LiqTech International A/S and Claus Toftegaard	Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 10-K as filed with the SEC on April 1, 2019
/s/ Fei Chen	Chief Executive Officer and Director	May 26, 2026
10.6		Director Contract, dated October 15, 2018, by and between LiqTech International A/S and Sune Mathiesen	Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 10-K as filed with the SEC on April 1, 2019
Fei Chen	(Principal executive officer)
10.7		Form of Underwriter’s Warrant (Craig-Hallum Capital Group LLC)	Incorporated by reference to the Company’s Form 8-K as filed with the SEC on July 23, 2014
/s/ David Noerby Foss Kowalcyzk	Chief Financial Officer and Chief Operating Officer	May 26, 2026
David Noerby Foss Kowalcyzk	(Principal financial and accounting officer)
/s/ Alexander Buehler	Chairman of the Board of Directors	May 26, 2026
Alexander Buehler
/s/ Peyton Boswell	Director	May 26, 2026
Peyton Boswell
/s/ Martin Kunz	Director	May 26, 2026
Martin Kunz
/s/ Robert Wowk	Director	May 26, 2026
Robert Wowk

10.9	Form of Subscription Agreement	Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2017
10.10	Form of Subscription Agreement (U.S. Investors)	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 20, 2017
10.11	Form of Subscription Agreement (Non-U.S. Investors)	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on November 20, 2017
10.12	Form of Purchase Agreement (Craig-Hallum Group LLC)	Incorporated by reference to the Company’s Form 8-K as filed with the SEC on April 16, 2018
10.13	Lease Contract for Benshoej Industrivej 24, 9500 Hobro	Incorporated by reference to the Company’s Form 8-K as filed with the SEC on December 5, 2019
10.14*#	Form of Securities Purchase Agreement, by and among the Company and the purchasers named therein	Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on June 2, 2020
10.15	Form of Registration Rights Agreement, by and among the Company and the investors named therein	Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on June 2, 2020
21	List of Subsidiaries	Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2017
23.1	Consent of Sadler, Gibb	Filed herewith
23.2	Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)	Filed herewith

II-8

24 Power of Attorney Filed herewith

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.

# Exhibits A and B to this document have been separately filed as Exhibits 4.4 and 10.15, respectively, to this registration statement.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ballerup, Denmark, on the 22nd day of June, 2020.

LIQTECH INTERNATIONAL, INC. By: /s/ Sune Mathiesen Sune Mathiesen Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned officers and directors of LiqTech International, Inc., do hereby constitute and appoint Sune Mathiesen our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite are necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates below.

Signature	Title	Date
/s/ Sune Mathiesen Sune Mathiesen	Chief Executive Officer and Director (Principal Executive Officer)	June 22, 2020
/s/ Mark Vernon Mark Vernon	Chairman and Director	June 22, 2020
/s/ Claus Toftegaard Claus Toftegaard	Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)	June 22, 2020
/s/ Alexander J. Buehler Alexander J. Buehler	Director	June 22, 2020
/s/ Peyton Boswell Peyton Boswell	Director	June 22, 2020
/s/ Peter Leifland Peter Leifland	Director	June 22, 2020

Filing Compare · LIQTECH INTERNATIONAL INC