| Item 15. | Exhibits and Financial Statement Schedules |
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| (a) | Financial Statements and Schedules |
The financial statements are set forth under Item8 of this Annual Report. The following financial statement schedule for the years ended* December 31, 2025,and December 31, 2024*, is included in this Annual Report on Form10-K:
| a. | Valuation and Qualifying Accounts for the years ended December 31, 2025, and December 31, 2024. |
| 2025 | 2024 |
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| Bad debt expense | $29,439 | $578,423 |
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| Reserve for obsolete inventory | $74,587 | $404,306 |
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| Balance · Charges to · Balance |
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| Beginning · Costs and · Deductions · End of |
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| of Year | | Expenses | | (1) | Year | |
| Allowance for inventory obsolescence | | $1,209,124 | | $74,587 | | $(323,016) | $960,695 |
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| Allowance for current expected credit losses | | 637,556 | | 29,439 | | (529,026) | 137,969 |
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| Totals | | $1,846,680 | | $104,026 | | $(852,042) | $1,098,664 |
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| Allowance for inventory obsolescence | | $867,458 | | $404,306 | | $(62,640) | $1,209,124 |
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| Allowance for current expected credit losses | | 134,912 | | 578,423 | | (75,779) | 637,556 |
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| Totals | | $1,002,370 | | $982,729 | | $(138,419) | $1,846,680 |
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| 2025 | 2024 |
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| Allowance for current expected credit losses at the beginning of the period | $637,556 | $134,912 |
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| Bad debt expense | 29,439 | 578,423 |
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| Receivables written off during the periods | (608,331) | (49,577) |
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| Effect of exchange rate changes | 79,305 | (26,202) |
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| Allowance for current expected credit losses at the end of the period | $137,969 | $637,556 |
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(1) Includes write-offs and the impact of foreign currency exchange rates.
Schedules other than that listed above are omitted because the conditions requiring their filing donot exist or because the required information is provided in the Consolidated Financial Statements, including the Notes thereto. Financial statement schedules have been omitted since they are eithernot required,not applicable, or the information is otherwise included.
48
| Exhibit No. | Description | Location |
| 3.1 | Articles of Incorporation, as amended as of November 13, 2023 | Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024 |
| 3.2 | Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 14, 2025 |
| 4.1 | Form of Pre-Funded Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 2, 2020 |
| 4.2 | Form of Amendment to Pre-Funded Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 9, 2020 |
| 4.3 | Description of our Common Stock | Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2020 |
| 4.4 | Form of Pre-Funded Warrant | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 20, 2021 |
| 4.5 | Form of Pre-Funded Warrant | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 17, 2022 |
| 4.6 | Form of Warrant | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on October 19, 2023 |
| 4.7 | Form of Pre-Funded Warrant | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024 |
| 4.8 | Form of Warrant | Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024 |
| 4.9 | Form of Amended and Restated Warrant | Included in Exhibit 10.17 |
| 10.1 | Lease Agreement for Industriparken 22C, 2750 Ballerup, Denmark | Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A as filed with the SEC on November 15, 2011 (translated in English) |
| 10.2 | Form of Registration Rights Agreement, by and among the Company and the investors named therein | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on June 2, 2020 |
| 10.3 | Lease Contract for Benshoej Industrivej 24, 9500 Hobro | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on December 5, 2019 |
| 10.4* | LiqTech International, Inc. 2013 Share Incentive Plan | Incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 as filed with the SEC on January 27, 2014 |
| 10.5 | Note and Warrant Purchase Agreement, by and among the Company and the Purchasers | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022 |
| 10.6 | Form of Note | Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022 |
| 10.7 | Registration Rights Agreement, by and among the Company and the Purchasers | Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K as filed with the SEC on June 27, 2022 |
| 10.8 | First Amendment to Note and Warrant Purchase Agreement | 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 |
| 10.9 | Form of Allonge No. 1 | Included in Exhibit 10.8 |
| 10.10* | Executive Service Agreement, dated July 26, 2022, by and between LiqTech Holdings A/S and Fei Chen | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 1, 2022 |
| 10.11* | LiqTech International, Inc. 2022 Equity Incentive Plan | Incorporated by reference to Annex A to the Company’s Proxy Statement pursuant to Section 14(a) of the Exchange Act filed with the SEC on October 3, 2022 |
| 10.12 | Exclusivity Agreement for Collaboration, Marketing and Deployment of Products and Associated Services, dated November 11, 2022, by and between the Company and NESR | 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 |
| 10.13 † | Securities Purchase Agreement, by and among the Company and the investors named therein | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024 |
| 10.14 | Registration Rights Agreement, by and among the Company and the investors named therein | Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the SEC on September 27, 2024 |
| 10.15* | Service Agreement between Liqtech Holding A/S and David Kowalczyk, dated January 27, 2025. | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on January 31, 2025 |
| 10.16* | Separation Agreement between Liqtech Holding A/S and Phillip Massie Price, dated March 20, 2025 | 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 |
| 10.17 | Second Amendment to Note and Warrant Purchase Agreement | 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 |
| 10.18 | Form of Allonge No. 2 | Included in Exhibit 10.17 |
| 10.19* | Amendment No. 1 to LiqTech International, Inc. 2022 Equity Incentive Plan, as approved by the Company’s stockholders on June 5, 2025 | 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 |
| 19.1 | Code of Conduct and Ethics | 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 |
| 21.1 | List of Subsidiaries | Filed herewith |
| 23.1 | Consent of Sadler, Gibb | Filed herewith |
| 31.1 | Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002 | Furnished herewith |
| 32.2 | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002 | Furnished herewith |
| 97.1 | Clawback Policy | Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024 |
| 101. INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Provided herewith |
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Link base Document | Provided herewith |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Link base Document | Provided herewith |
| 101. LAB | Inline XBRL Taxonomy Label Link base Document | Provided herewith |
| 101. PRE | Inline XBRL Extension Presentation Link base Document | Provided herewith |
| 101. SCH | Inline XBRL Taxonomy Extension Scheme Document | Provided herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Provided herewith |
| * | Denotes a management contract or compensatory plan or arrangement. |
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| † | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request. |
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