liqt20220912

liqt20220912_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2022

LiqTech International, Inc.

(Exact name of registrant as specified in charter)

Nevada	001-36210	20-1431677
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Industriparken 22C, 2750 Ballerup,

Denmark

(Address of principal executive offices)

+45 3131 5941

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		LIQT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2022, LiqTech International, Inc. (the “Company”) and Alexander J. Buehler, agreed to certain amendments of Mr. Buehler’s Interim CEO Agreement. As previously announced, Fei Chen has begun her role as Chief Executive Officer of the Company starting on September 12, 2022. Mr. Buehler has stepped down as Interim CEO effective upon Ms. Chen’s assumption of the role, and therefore his Interim CEO Agreement was to terminate. The Company and Mr. Buehler have agreed, however, that Mr. Buehler should stay on full time for a short period to assist with the transition and therefore his Interim CEO Agreement will now terminate on September 30, 2022.

Additionally, Mr. Buehler, who continues to serve on the board of directors of the Company, has agreed to provide additional CEO transition services from October 1, 2022 through November 11, 2022. As compensation for such services, the Company will issue Mr. Buehler $47,753 of restricted stock units of the Company.

Item 7.01 Regulation FD Disclosure.

LiqTech International, Inc. (the “Company”) has made available an Investor Presentation, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

On September 13, 2022, the Company also issued a press release regarding its stated annual guidance for fiscal 2022, which is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Exhibit Title or Description

99.1		Investor Presentation
99.2		Press Release dated September 13, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

LIQTECH INTERNATIONAL, INC.

Date: September 13, 2022	/s/Simon Stadil
	Simon Stadil
	Chief Financial Officer

Exhibit 99.1

Exhibit 99.2

LiqTech to Participate in the 2022 Lake Street BIG6 Conference

Company files updated slide presentation including discussion on recent market activity

BALLERUP, Denmark, Sept. 13, 2022 /PRNewswire/ -- LiqTech International, Inc. (NASDAQ: LIQT), a clean technology company that manufactures and markets highly specialized filtration products and systems, today announced that Fei Chen, recently appointed CEO, Alex Buehler, most recently interim CEO and current member of the board of directors, and Simon Stadil, CFO, will host investor meetings on September 14, 2022 as part of the Lake Street Capital Markets Best Ideas Growth Conference (BIG6), taking place at The Yale Club in New York City.

To arrange a meeting, please contact your Lake Street representative or Lytham Partners at [email protected].

Slide Presentation

A copy of the slide presentation to be used by the Company at the Lake Street BIG6 Conference is furnished as Exhibit 99.1 to a Current Report on Form 8-K filed with the SEC. The slide presentation is also available on the Company's website at: https://liqtech.com/corporate/investor-relations/.

Recent Market Activity

Included in the slide presentation is a discussion of recent market activity that will have an impact on the Company's stated annual guidance for fiscal 2022.

Due to the worsening energy crisis in Europe, continued supply chain disruptions, and customer-imposed delays caused by macro-economic uncertainty, the Company believes that approximately $3 to $4 million in expected orders are at increased risk of slippage prior to the end of the year, which is exacerbated by the impact from the appreciation of the U.S. Dollar against the Euro.

The Company expects to provide further updates during its Q3 2022 Conference Call, which is normally scheduled to take place in mid-November 2022.

ABOUT LIQTECH INTERNATIONAL, INC.

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

For more information, please visit: www.liqtech.com

Follow LiqTech on Linkedln: http://www.linkedin.com/company/liqtech-international

Follow LiqTech on Twitter: https://twitter.com/LiqTech

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

Company Contact:	Investor Contact:
Simon Stadil, Chief Financial Officer	Robert Blum
LiqTech International	Lytham Partners, LLC
Phone: +45 3140 9128	Phone: (602) 889-9700
[email protected]	[email protected]