LIQTECH INTERNATIONAL INC 8-K

What Happened

• LiqTech International, Inc. announced on May 26, 2026 that it entered a Debt Cancellation Agreement with affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. The parties agreed that upon closing of the Company’s underwritten public offering (Form S-1 filed May 27, 2026), $3.0 million of the Company’s Senior Promissory Notes will be cancelled in exchange for $3.0 million of common stock (at the offering price), and the Company will pay the Note Holders $3.0 million in cash plus accrued interest. After those transactions, the $6.0 million aggregate Senior Promissory Notes will no longer be outstanding.

Key Details

• Debt Cancellation Agreement dated May 26, 2026 with affiliates of Bleichroeder L.P. and 21 April Fund entities.
• Original Senior Promissory Notes: $6.0 million aggregate principal (issued June 22, 2022; amended Oct 13, 2023 and Mar 26, 2025).
• Agreement terms at closing of the Company’s public offering: cancel $3.0M of notes for $3.0M of common stock (deemed issuance price = public offering price) and pay $3.0M plus accrued interest in cash.
• Note holders will receive resale registration rights for the shares issued pursuant to the agreement.

Why It Matters

• The transaction will eliminate the Company’s outstanding Senior Promissory Notes (totaling $6.0M), removing that debt from the balance sheet once the offering closes.
• Converting $3.0M of debt to equity will dilute existing shares based on the offering price; the exact dilution depends on the final offering price and number of shares issued.
• The Company will need $3.0M in cash at closing to repay the remaining portion of the notes (plus interest), making the offering’s proceeds material to closing these obligations.
• Investors should note the filing of the Debt Cancellation Agreement (filed as Exhibit 10.1) and that the effectiveness of the agreement is contingent on the closing of the referenced public offering.