LIQTECH INTERNATIONAL INC

S-11 liqt20260518c_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on May 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

Industriparken 22C

DK 2750 Ballerup

Denmark

+45 3131 5941

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Fei Chen

Chief Executive Officer

Industriparken 22C

DK 2750 Ballerup

Denmark

+45 3131 5941

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

$20,000,000

Shares of Common Stock

Pre-Funded Warrants to Purchase Shares of Common Stock

Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

We are offering $20,000,000 of shares of our common stock, par value $0.001 per share (our “common stock”). We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock. The purchase price for each pre-funded warrant will equal the public offering price for the common stock in this offering, less the $0.001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

Our common stock is listed on the Nasdaq Capital Market under the symbol “LIQT”. On May 22, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.80 per share. All offering share and pre-funded warrant numbers are based on an assumed public offering price per share used throughout this prospectus of $1.80 per share. The actual public offering price will be determined between us and the underwriter at the time of pricing and may be at a discount to this assumed public offering price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price, and the number of securities actually issued in this offering may differ from the illustrative amounts presented herein.

There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to list the pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system. Without an active trading market, the liquidity of the pre-funded warrants may be limited.

We have engaged Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC (the “underwriter”), to act as underwriter in connection with this offering. We have agreed to issue warrants to the underwriter or its designees to purchase up to an aggregate number of shares of common stock equal to 4% of the aggregate number of shares of common stock and pre-funded warrants sold in this offering at an exercise price equal to 125% of the public offering price per share to be sold in this offering (the “underwriter warrants”). The underwriter warrants will be exercisable at any time, and from time to time, in whole or in part, after issuance and expire three years after the commencement of sales in this offering. The registration statement of which this prospectus is a part registers the underwriter warrants and the shares of our common stock underlying the underwriter warrants. For additional information regarding the total compensation to be received by the underwriter, see “Underwriting” on page 12.

In a concurrent private placement expected to be consummated upon the closing of the offering of the securities registered hereby, we have agreed to issue to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (collectively, the “Note Holders”) a number of shares of our common stock determined based on a deemed issuance price per share equal to the public offering price per share to be sold in this offering, in exchange for the cancellation of $3.0 million of the aggregate principal amount of the senior promissory notes issued to the Note Holders on June 22, 2022, as amended on October 13, 2023 and March 26, 2025 (collectively, the “Senior Promissory Notes”), pursuant to a debt cancellation agreement (the “Debt Cancellation Agreement”). The shares to be issued to the Note Holders have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor are they being offered pursuant to this prospectus. The shares are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

We intend to use the net proceeds from this offering (i) to repay the remaining $3.0 million of the aggregate principal amount of our Senior Promissory Notes, including any accrued and unpaid interest thereon, after the cancellation by the Note Holders of $3.0 million of the aggregate principal amount of the Senior Promissory Notes pursuant to the Debt Cancellation Agreement in a concurrent private placement, (ii) to repay $1.1 million in aggregate principal amount of our 9.09% original issue discount senior promissory notes (the “9.09% OID Notes”) and (iii) for working capital and general corporate purposes.

We are a “smaller reporting company” as defined in the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company”.

Investing in our common stock involves a high degree of risk. See“Risk Factors”** beginning on page 7**** of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.**

We have granted the underwriter a 45-day over-allotment option to purchase up to an additional $3,000,000 of shares of common stock (equal to 15% of the total number of shares of common stock and pre-funded warrants sold in this offering) from us at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriter exercises this option in full, the total underwriting discounts and commissions payable will be $ and the total proceeds to us, before expenses, will be $ .

The underwriter expects to deliver the securities on or about , 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Konik Capital Partners

A division of T.R. Winston & Co.

The date of this prospectus is , 2026