LIQTECH INTERNATIONAL INC

(a)Item3.02 Unregistered Sales of Equity Securities

As previously disclosed, the Company entered into a securities purchase agreement on* September 27, 2024 (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of (i)3,630,129 shares (the “Shares”) of Common Stock,1,369,871 pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of5,000,000* shares of Common Stock, for gross proceeds of up to*$10,000,000* (the “Transaction”). The Company agreed to issue the Shares, Warrants, and Pre-Funded Warrants intwo tranches: (i) afirst tranche comprised of29,227 Shares and555,302 Pre-Funded Warrants and Warrants to purchase an aggregate of584,529 shares of Common Stock (the “First Tranche”); and asecond tranche comprised of3,600,902 Shares and814,569 Pre-Funded Warrants and Warrants to purchase an aggregate of4,415,471 shares of Common Stock (the “Second Tranche”). The closing of the First Tranche occurred on* September 27, 2024and the Company received gross proceeds of approximately$1.2* million. The closing of the Second Tranche was subject to obtaining stockholder approval in accordance with Nasdaq Listing Rule5635(d) and was satisfied at the annual meeting of stockholders held on held on* November 8, 2024.Accordingly, the Second Tranche closing occurred on November 12, 2024and the Company received gross proceeds of approximately$8.8* million. The Shares, Pre-Funded Warrants and Warrant issued in the Second Tranche closing havenot been registered under the Securities Act of1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act.

(c)Insider Trading Plans

During the quarter ended* September 30, 2024*,no director or Section16 officer adopted, modified, or terminated any “Rule10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement” (in each case, as defined in Item408(a) of Regulation S-K).

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