liqt20260605_424b4.htm

424B4 1 liqt20260605_424b4.htm FORM 424B4 liqt20260605_424b4.htm

Filed Pursuant to Rule 424(b)(4)

Registration No. 333-296258

PROSPECTUS

20,000,000 Shares of Common Stock

LiqTech International, Inc.

We are offering 20,000,000 of shares of our common stock, par value $0.001 per share (our “common stock”), at the public offering price of $1.00 per share.

Our common stock is listed on the Nasdaq Capital Market under the symbol “LIQT”. On June 4, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.21 per share.

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 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 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, see “Underwriting” on page 14.

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.

	Per Share		Total
Public offering price	$	1.00	$	20,000,000
Underwriting discounts and commissions ⁽¹⁾	$	0.07	$	1,400,000
Proceeds to us, before expenses ⁽²⁾	$	0.93	$	18,600,000

		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		4
RISK FACTORS		7
USE OF PROCEEDS		9
DILUTION		10
DESCRIPTION OF CAPITAL STOCK		11
SHARES ELIGIBLE FOR FUTURE SALE		13
UNDERWRITING		14
LEGAL MATTERS		18
EXPERTS		18
WHERE YOU CAN FIND MORE INFORMATION		18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		18

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

Public offering price		$1.00 per share of common stock.

Common stock to be outstanding after this offering		29,947,841 shares (or 32,947,841 shares if the underwriter exercises its over-allotment option in full), 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 shares of common stock (equal to 15% of the total number of shares of common stock 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 $1.25 (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 14.

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 $18.0 million (or approximately $20.8 million 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.”

Risk factors		You should read the “Risk Factors” section of this prospectus beginning on page 8 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.”

Transfer Agent and Registrar		Securities Transfer Corporation.

Public offering price per share			$	1.00
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	$	0.10
As adjusted net tangible book value per share after giving effect to this offering			$	0.86
Dilution in net tangible book value per share to new investors in this offering			$	0.14

SEC Form 424B4 filed by LiqTech International Inc.