{"url_path":"/sec/liqt/8-k/2026-06-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1307579/0001437749-26-019983-index.html","accession_number":"0001437749-26-019983","cik":"0001307579","ticker":"LIQT","issuer_name":"LIQTECH INTERNATIONAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1307579/0001437749-26-019983-index.html","primary_entity_key":"0001307579","primary_entity_name":"LIQTECH INTERNATIONAL INC"},"word_count":795,"has_tables":true,"body_markdown":"**Item 1.01 Entry into Material Definitive Agreement.**\n\n \n\n*Underwriting Agreement with Konik Capital Partners, LLC*\n\n \n\nOn June 4, 2026, LiqTech International, Inc. (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, acting as underwriter, relating to the issuance and sale of 20,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Offering”). The price to the public in the Offering is $1.00 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an over-allotment option, exercisable for 45 days, to purchase up to 3,000,000 additional shares of common stock from the Company at the public offering price, less underwriting discounts and commissions.\n\n \n\nOn June 8, 2026, the parties closed on the issuance and sale of 20,000,000 shares of the Company’s common stock under the Underwriting Agreement. The net proceeds to the Company from the Offering are expected to be approximately $18.0 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering (i) to repay the remaining $3.0 million of the aggregate principal amount of the Company’s senior promissory notes, including any accrued and unpaid interest thereon, after the cancellation by the Note Holders (as defined below) of $3.0 million of the aggregate principal amount of the senior promissory notes pursuant to the Debt Cancellation Agreement (as defined below) in a concurrent private placement, (ii) to repay the $1.1 million in aggregate principal amount of the Company’s 9.09% original issue discount promissory notes and (iii) for working capital and general corporate purposes. After the application of the net proceeds as described above there will be no senior promissory notes or 9.09% original issue discount promissory notes outstanding.\n\n \n\nThe Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-296258), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 1, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The Underwriter Warrants (as defined below) and the shares of common stock issuable upon exercise of the Underwriter Warrants were also registered under the registration statement on Form S-1.\n\n \n\nThe Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, the Company, and pursuant to separate lock-up agreements, the Company’s directors and officers, agreed, for a period of 90 days, subject to certain exceptions, not to offer, sell, pledge or otherwise dispose of the Common Stock and other of the Company’s securities that they beneficially own, including securities that are convertible into shares of Common Stock and securities that are exchangeable or exercisable for shares of Common Stock, without the prior written consent of the Underwriter.\n\n \n\nPursuant to the Underwriting Agreement, the Company agreed to issue to the underwriter or its designees warrants (the “Underwriter Warrants”) to purchase up to a total of 4% of the shares of common stock sold in the Offering, including any shares of common stock sold pursuant to the underwriter’s over-allotment option. The Underwriter Warrants are exercisable at $1.25 per share (125% of the public offering price per share) for a three (3) year period ending June 8, 2029. The Underwriter Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e).\n\n \n\nThe foregoing summaries of the Underwriting Agreement and the Underwriter Warrants are qualified in their entirety by reference to the full text of such documents, copies of which are attached as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\n*Registration Rights Agreement*\n\n \n\nAs previously disclosed, on May 26, 2026, the Company entered into a Debt Cancellation Agreement (the “Debt Cancellation Agreement”) with affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (the “Note Holders”). On June 8, 2026, in connection with the Debt Cancellation Agreement, the Company and the Note Holders entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which at any time following the closing date of the Offering, the Note Holders may request that the Company prepare and file with the Commission a Registration Statement covering the resale of the shares of common stock issued to the Note Holders pursuant to the Debt Cancellation Agreement.\n\n \n\n \n\n \n\n \n\nThe foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the text of the Registration Rights Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}