liqt20220318_8k.htm
false 0001307579 0001307579 2022-03-17 2022-03-17
 
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): March 17, 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.
 
Leave of Absence of Chief Executive Officer
 
Sune Mathiesen, Chief Executive Officer of LiqTech International, Inc. (the “Company”), has begun a medical leave of absence. In connection with Mr. Mathiesen’s leave of absence, the Company’s Board of Directors (the “Board”) has appointed Alexander Buehler, a current member of the Board, as the Company’s Interim Chief Executive Officer, effective March 17, 2022.
 
At this time, any changes to Mr. Buehler’s compensation arrangements with the Company have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing such additional information when it has been determined. 
 
Board of Director Transitions
 
In connection with his appointment as Interim Chief Executive Officer, Mr. Buehler tendered his resignation as a member and Chair of the Audit Committee and as a member of the Compensation and the Governance and Nominating Committees, effective as of March 17, 2022. In connection with Mr. Buehler’s resignation, the Company’s Board of Directors appointed Richard Meeusen to serve as the Chair of the Audit Committee. The Company’s Board of Directors has determined that Mr. Meeusen is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
 
Item 7.01 Regulation FD Disclosure
 
On March 18, 2022, the Company issued a press release announcing Mr. Mathiesen’s leave of absence. A copy of the press release dated March 18, 2022 is attached to this report as Exhibit 99.1.
 
The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit
No.
  
Exhibit Title or Description
     
99.1
  
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: March 18, 2022
By: 
/s/ Simon Stadil
  
 
Name:
Simon Stadil
  
 
Title: 
Chief Financial Officer
  
 
 

Exhibit 99.1

 

 

LiqTech CEO Takes Medical Leave of Absence 

 

 

BALLERUP, Denmark, March 18, 2022 /PRNewswire/ -- LiqTech International, Inc. (NASDAQ: LIQT) ("LiqTech"), a clean technology company that manufactures and markets highly specialized filtration technologies, today announces that Sune Mathiesen, Chief Executive Officer, has taken a medical leave of absence.  Alexander J. Buehler, who is currently serving as a member of the Board of Directors, has been appointed to serve as Interim Chief Executive Officer, effective immediately.  Mr. Buehler has served as a Director of LiqTech since 2017, during which time he has also served as the Audit Committee Chairman.

 

In connection with his appointment as Interim Chief Executive Officer, Mr. Buehler tendered his resignation as a member and Chair of the Audit Committee and as a member of the Governance and Compensation Committees. The Board of Directors has appointed Richard Meeusen to serve as the Chair of the Audit Committee, effective immediately.

 

"The Board sends its very best wishes to Sune and conveys its appreciation to Alex for his willingness to step in and lead the company during Sune's absence.  His years of service as a Director of the company ensures continuity in the management of the business as we address current market challenges," commented Mark Vernon, Chairman of the Board of Directors.

 

About LiqTech International Inc.

 

LiqTech International, Inc., a Nevada corporation, is a clean technology company that provides state-of-the-art ceramic silicon carbide filtration technologies for gas and liquid purification.  LiqTech's silicon carbide membranes are designed to be used in the most challenging water purification applications and its silicon carbide filters are used to control diesel exhaust soot emissions.  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 Statement

 

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.

 

 

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