LIQTECH INTERNATIONAL INC

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form8-K of LiqTech International, Inc. (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 of531,250 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”) to21 * AprilFund, L.P. and21* * AprilFund, Ltd., affiliates of Bleichroeder L.P. (collectively, the “Purchasers”), pursuant to a note and warrant purchase agreement entered into with the Purchasers (the “Note and Warrant Purchase Agreement”). As previously disclosed in the Current Report on Form8*-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. 1 to each of the Original Notes (the Original Notes, as so amended by the AllongeNo.* 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.*

On* March 26, 2025,the Company and the Purchasers entered into asecond* amendment to the Note and Warrant Purchase Agreement (the “Second Amendment”) and AllongeNo. 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, 2026to May 1, 2027 (the “Maturity Date”), and provide that, beginning on January 1, 2026,the Second Amended Notes will bear interest at a rate of10%* per annum payable semi-annually or, if at any time that the Second Amended Notes are outstanding, the Second Amended Notes arenot repaid on or before the Maturity Date or an Event of Default (as defined in the Second Amended Notes) occurs, a rate of13% per annum, which will increase by1% each month that the Second Amended Notes remain unpaid, up to a maximum of16% per annum, payable monthly (the “Default Interest”). 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.

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, 2029and to reset the exercise price to$2.00* per share.

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 AllongeNo. 2 and the form of Amended and Restated Warrant, copies of which are attached hereto as Exhibit10.19, Exhibit10.20 and Exhibit4.9, respectively, and which are incorporated herein by reference.

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Item3.02 Unregistered Sales of Equity Securities.

The information provided in Item1.01 above with respect to the issuance of the Amended and Restated Warrants and the Second Amended Notes to the Purchasers is incorporated into this Item3.02 by reference.

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 Section4(a)(2) of the Securities Act of1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. 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 Rule501(a) of Regulation D promulgated under the Securities Act.

The Amended and Restated Warrants and the Second Amended Notes, and any shares of Common Stock issuable upon exercise or repayment thereof, as applicable, havenot 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.

Item408(a) – Insider Trading Arrangements and Policies

During the quarter ended* December 31, 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).