LIQTECH INTERNATIONAL INC 8-K

What Happened

• LiqTech International, Inc. (LIQT) entered an Underwriting Agreement with Konik Capital Partners (a division of T.R. Winston) and on June 8, 2026 closed a public offering of 20,000,000 shares of common stock at $1.00 per share (gross $20.0M). Net proceeds are expected to be approximately $18.0 million after underwriting discounts, commissions and expenses.
• The company granted the underwriter a 45-day over-allotment option for up to 3,000,000 additional shares. LiqTech issued underwriter warrants equal to 4% of the shares sold in the offering (including any over-allotment), exercisable at $1.25 per share through June 8, 2029; FINRA treated the warrants as compensation, subject to a 180‑day lock-up.
• In a related transaction under a prior Debt Cancellation Agreement, LiqTech issued 3,000,000 shares on June 8, 2026 to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. in exchange for cancellation of $3.0 million of senior promissory notes (private placement under Section 4(a)(2)/Rule 506(b)). The parties also entered a Registration Rights Agreement allowing those holders to request registration of those shares for resale.

Key Details

• Offering size: 20,000,000 shares at $1.00 per share; gross $20.0M; expected net ≈ $18.0M.
• Over-allotment option: up to 3,000,000 additional shares (45 days).
• Underwriter warrants: 4% of shares sold, $1.25 exercise price, three‑year term (expires June 8, 2029); 180‑day FINRA lock-up.
• Debt cancellation: 3,000,000 shares issued June 8, 2026 to cancel $3.0M of senior notes; proceeds to repay remaining $3.0M senior notes and $1.1M of 9.09% OID notes.

Why It Matters

• The transaction raises cash (~$18M net) that the company intends to use primarily to eliminate outstanding promissory debt ($3.0M senior notes and $1.1M 9.09% OID notes) and for working capital. After these repayments the filing states those notes will be fully retired.
• The offering and debt-for-equity issuance dilute existing shareholders (23,000,000 new shares issued at close, plus potential additional dilution if the over-allotment or warrants are exercised). Underwriter warrants and possible overallotment increase potential future dilution.
• Lock-up provisions (90 days for officers/directors; 180 days for FINRA‑treated warrants) temporarily limit insider and underwriter-related sales, which may influence short-term share liquidity.