LIQTECH INTERNATIONAL INC
For the period ended Mar 31, 2025. Filed May 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
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Item 5. Other Information
(a)
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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On* May 12, 2025,*the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately. The material amendments to the Bylaws provide for the following:
(a) Amendments to Section1.1 to clarify that shareholder meetings* maybe held by remote communications, as permitted under Section78.320* of the Nevada Revised Statutes (the “NRS”);
(b) Amendments to Section1.2 to provide explicit language that the failure to hold an annual meeting at the designated time shallnot affect the validity of any action taken by the Company;
(c) Amendments to Section1.3 to clarify that the only business which* may*be conducted at a special meeting of stockholders shall be matters set forth in the notice of such meeting;
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(d) Amendments to Section1.7 to clarify the voting standard on matters other than the election of directors so as to mirror the provision in NRS78.320(1)(b);
(e) The deletion of Section1.10, Nature of Business at Meetings of Stockholders, as the section was repetitive of former Section1.11, Advance Notice of Nominations by Shareholders and Shareholder Proposals;
(f) Amendments to Section1.11(b) to clarify that any stockholder’s notice to the Company’s Secretary of the matters a stockholder proposes to bring before the meeting includes a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting;
(g) Amendments to Section2.8(b) to clarify that meetings of the Board* maybe held by remote communications, as permitted under NRS78.320;*
(h) Amendments to former Section3.5 to remove references to a Vice Chairman;
(i) The deletion of former Sections3.10 and3.11 that described a Chief Corporate Officer and Chief Medical Officer position, which are inapplicable to the Company;
(j) Amendments to Section4.1(a) and the addition of a new Section4.1(e) to provide for the Governance and Nominating Committee as a standing committee of the Board;
(k) Amendments to Section6.5 to clarify the authority of the Company to issue certificates or uncertificated shares in place of lost, stolen or destroyed certificates, and to also require the owner to give a bond;
(l) Amendments to Sections9.1 and9.2 to add a provision that the Company isnot required to indemnify its directors, officers, employees or agents if such person (i) breached their fiduciary duties to the Company through intentional misconduct, fraud, or a knowing violation of law, (ii) didnot act in good faith and in a manner that such person
reasonably believed to be in the best interests of the Company and in the case of a criminal action, didnot have reasonable cause to believe their conduct was unlawful, which confirms with NRS78.751(3)(a);
(m) The addition of a new ArticleX which adds provisions related to the Company’s (i) registered agent, (ii) principal office, (iii) purpose and (iv) books and records;
(n) The addition of a new Article XVI which adds provisions related to (i) conflicts with the Company’s Articles of Incorporation and (ii) the treatment of invalid provisions of the Bylaws; and
(o) A number of other clarifying, conforming, and immaterial amendments.
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, which is included as Exhibit3.2 to this Quarterly Report on Form10-Q and is incorporated herein by reference.
(c)Insider Trading Plans
During the quarter ended* March 31, 2025*, 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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