20 unchanged sentences
The material weaknesses we identified related to the following:
−Removed: Ineffective information technology general controls (ITGC’s) in the areas of user access and program change-management over certain IT systems that support the Company’s financial reporting processes Additionally, management has identified a material weakness in its internal control over financial reporting related to ITGCs in the areas of control report reviews for service organization;
+Added: Ineffective information technology general controls (ITGCs) in the areas of user access and program change management over certain IT systems that support the Company’s financial reporting processes Additionally, management has identified a material weakness in its internal control over financial reporting related to ITGCs in the areas of control report reviews for service organizations;
The lack of formal documentation of the design, and related execution of, certain transaction-level controls related to disbursements, procurement, and inventory management and valuation;
3 unchanged sentences
As an example of such remediation, the Company in 2025 hired additional employees into the finance department, and we plan to continue to work on remediating the material weaknesses during 2026 by improving competencies and processes.
−Removed: Further, the Company implemented a new ERP system along with other IT programs to help reinforce its controls and processes, and these investments are an important step in the remediation of the material weaknesses.
+Added: Further, the Company is evaluating an ERP reimplementation along with other IT programs to help reinforce its controls and processes, and these investments are an important step in the remediation of the material weaknesses.
During 2022, the Company introduced an updated Delegation of Authority, with the overall purpose to provide clarity for all employees on the extent to which they can commit the Company and at the same time provide the Company with assurance that decisions about agreements are made by the appropriate functions and employees.
16 unchanged sentences
Other Information
−Removed: Entry into a Material Definitive Agreement.
−Removed: As previously disclosed in the Current Report on Form 8 -K of LiqTech International, Inc.
−Removed: (the “ Company ”) filed with the Securities and Exchange Commission (the “ SEC ”) on June 27, 2022, on June 22, 2022, the Company issued and sold senior promissory notes in an aggregate principal amount of $6.0 million (the “ Original Notes ”) and issued warrants to purchase an aggregate of 531,250 shares of common stock, $0.001 par value, of the Company (“ Common Stock ”) at an exercise price of $5.20 per share (the “ Original Warrants ”) to 21 April Fund, L.P.
−Removed: and 21 April Fund, Ltd., affiliates of Bleichroeder L.P.
−Removed: (collectively, the “ Purchasers ”), pursuant to a note and warrant purchase agreement entered into with the Purchasers (the “ Note and Warrant Purchase Agreement ”).
−Removed: As previously disclosed in the Current Report on Form 8 -K of the Company filed with the SEC on October 19, 2023, on October 13, 2023, the Company and the Purchasers entered into an amendment to the Note and Warrant Purchase Agreement (the “ First Amendment ”) and Allonge No.
−Removed: 1 to each of the Original Notes (the Original Notes, as so amended by the Allonge No.
−Removed: 1, the “ First Amended Notes ”) effective as of September 30, 2023, to, among other things, extend the maturity date for the Original Notes to January 1, 2026.
−Removed: On March 26, 2025, the Company and the Purchasers entered into a second amendment to the Note and Warrant Purchase Agreement (the “ Second Amendment ”) and Allonge No.
−Removed: 2 to each of the First Amended Notes (collectively, the “ Allonges ” and the First Amended Notes, as so amended by the Allonges, the “ Second Amended Notes ”), pursuant to which the Company and the Purchasers amended the First Amended Notes to extend the maturity date from January 1, 2026 to May 1, 2027 ( the “ Maturity Date ”), and provide that, beginning on January 1, 2026, the Second Amended Notes will bear interest at a rate of 10% per annum payable semi-annually or, if at any time that the Second Amended Notes are outstanding, the Second Amended Notes are not repaid on or before the Maturity Date or an Event of Default (as defined in the Second Amended Notes) occurs, a rate of 13% per annum, which will increase by 1% each month that the Second Amended Notes remain unpaid, up to a maximum of 16% per annum, payable monthly (the “ Default Interest ”).
−Removed: Pursuant to the Second Amendment, the Company may pay the accrued interest on the Second Amended Notes, other than the Default Interest, in cash or in shares of Common Stock at its election, subject certain limitations set forth in the Second Amended Notes.
−Removed: In addition, pursuant to the Second Amendment, the Company and the Purchasers agreed to amend and restate the Original Warrants (the “ Amended and Restated Warrants ”) to extend the expiration date to December 31, 2029 and to reset the exercise price to $2.00 per share.
−Removed: The foregoing descriptions of the Second Amendment, the Allonges and the Amended and Restated Warrants are qualified in their entirety by reference to the full text of the Second Amendment, the form of Allonge No.
−Removed: 2 and the form of Amended and Restated Warrant, copies of which are attached hereto as Exhibit 10.19, Exhibit 10.20 and Exhibit 4.9, respectively, and which are incorporated herein by reference.
−Removed: Item 3.02 Unregistered Sales of Equity Securities.
−Removed: The information provided in Item 1.01 above with respect to the issuance of the Amended and Restated Warrants and the Second Amended Notes to the Purchasers is incorporated into this Item 3.02 by reference.
−Removed: The Amended and Restated Warrants and the Second Amended Notes were issued to the Purchasers in reliance on the private offering exemption from registration provided by Section 4 (a)( 2 ) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Regulation D promulgated thereunder.
−Removed: The Company has relied and will rely on this exemption based in part on representations and warranties made by each of the Purchasers in the Second Amendment as to their qualification as “accredited investors,” as defined pursuant to Rule 501 (a) of Regulation D promulgated under the Securities Act.
−Removed: The Amended and Restated Warrants and the Second Amended Notes, and any shares of Common Stock issuable upon exercise or repayment thereof, as applicable, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.
+Added: Item 5.02 Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers.
+Added: On February 25, 2026, Richard Meeusen notified the Board of Directors of his intention to retire as a director of the Company, effective on March 11, 2026.
+Added: Meeusen’s decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 408 (a) – Insider Trading Arrangements and Policies
86 unchanged sentences
Form of Allonge No.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023
+Added: Included in Exhibit 10.8
Executive Service Agreement, dated July 26, 2022, by and between LiqTech Holdings A/S and Fei Chen
5 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on November 17, 2022
−Removed: Employment Contract, dated January 28, 2022, by and between LiqTech Holdings A/S and Phillip Massie Price
−Removed: Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024
−Removed: Addendum to Employment Contract, dated March 20, 2024, by and between LiqTech Holdings A/S and Phillip Massie Price
−Removed: Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024
Securities Purchase Agreement, by and among the Company and the investors named therein
5 unchanged sentences
Separation Agreement between Liqtech Holding A/S and Phillip Massie Price, dated March 20, 2025
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025
Second Amendment to Note and Warrant Purchase Agreement
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025
Form of Allonge No.
Included in Exhibit 10.17
+Added: Amendment No.
+Added: 1 to LiqTech International, Inc.
+Added: 2022 Equity Incentive Plan, as approved by the Company’s stockholders on June 5, 2025
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 6, 2025
Code of Conduct and Ethics
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025
List of Subsidiaries
35 unchanged sentences
LIQTECH INTERNATIONAL, INC.
−Removed: March 28, 2025
+Added: February 27, 2026
Chief Executive Officer and Principal Executive Officer
2 unchanged sentences
Chairman of the Board of Directors
−Removed: March 28, 2025
+Added: February 27, 2026
Alexander Buehler
President, Chief Executive Officer, Principal Executive Officer and Director
−Removed: March 28, 2025
−Removed: /s/ Phillip Massie Price
−Removed: Interim Chief Financial Officer, Principal Financial and Accounting Officer
−Removed: March 28, 2025
−Removed: Phillip Massie Price
+Added: February 27, 2026
+Added: /s/ David Nørby Foss Kowalczyk
+Added: Chief Financial and Operating Officer, Principal Financial and Accounting Officer
+Added: February 27, 2026
+Added: David Nørby Foss Kowalczyk
/s/ Peyton Boswell
−Removed: March 28, 2025
+Added: February 27, 2026
Peyton Boswell
/s/ Richard Meeusen
−Removed: March 28, 2025
+Added: February 27, 2026
Richard Meeusen
/s/ Martin Kunz
−Removed: March 28, 2025
+Added: February 27, 2026
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.