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LIQTECH INTERNATIONAL INC

For the period ended Jun 30, 2026. Filed Aug 12, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Aug 12, 2026

LIQT$0.29-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001437749-26-016536

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001437749-26-027154

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 40 previous paragraphs and 58 current paragraphs.

23 unchanged; 14 reworded; 13 added; 3 removed; 0 previous and 8 current paragraphs rearranged.

Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

Gross profit for the three months ended June 30, 2026 was$365,539 (representing a gross profit margin of 8.4%) compared to a gross profit of$484,578 (representing a gross profit margin of 9.8%) for the same period in 2025, marking an decline of$119,039, or 24.6%. This decline was driven by the decrease in revenue, mix towards, less high value system sales, lower utilization of our manufacturing capacity to preserve costs partly offset by procurement effects. Included in the gross profit was depreciation of $274,530 and $412,291 for the three months ended June 30, 2026, and 2025, respectively.

Current report

Comparison of the Six Months Ended June 30, 2026, and June 30, 2025

Current report

Based on current projections, which are subject to significant uncertainties - including the duration and severity of global macroeconomic issues, trade wars and associated tariffs, geopolitical instability, commodity price volatility, and continued global supply chain disruptions-the Company believes that the cash on hand, as well as ongoing cash generated from operations, will be sufficient to cover its capital requirements and committed investments for the next 12 months.

Current report

While the Company anticipates that its proactive measures will be sufficient to protect the business over the coming 12 months, the Company cannot predict the specific duration and severity of the unfavorable market dynamics that may adversely affect the business. For example, in the future, the Company may experience reduced or changed demand for its products and services, especially if there is a global recession, structural shift in regulation, or escalating interest rates and tariffs.

Current report

On May 22, 2026, the Company issued and sold 9.09% original issue discount promissory notes in an aggregate principal amount of $1.1 million to affiliates of Bleichroeder L.P. and Laurence W. Lytton for aggregate cash proceeds of $1.0 million. The notes had a two-month term and did not bear interest prior to maturity. If not repaid at maturity, the notes bear interest at 10% per annum, increasing by 1% for each month they remain outstanding, up to a maximum of 16% per annum. The proceeds from the notes were used for working capital and general corporate purposes.

Current report

On June 4, 2026, the Company entered into an underwriting agreement with Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, relating to the issuance and sale of 20,000,000 shares of the Company’s common stock at a public offering price of $1.00 per share. The offering closed on June 8, 2026, resulting in net proceeds to the Company of approximately $18.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. In connection with the offering, the Company issued to the underwriter warrants to purchase up to 800,000 shares of common stock at an exercise price of $1.25 per share. The underwriter warrants are exercisable beginning 180 days following the commencement of sales in the offering and expire five years following such commencement date.

Current report

In connection with the closing of the offering, the Company also issued 3,000,000 shares of common stock to affiliates of Bleichroeder L.P., 21 April Fund, L.P. and 21 April Fund, Ltd. in exchange for the cancellation of $3.0 million of outstanding senior promissory notes in a concurrent private placement. The remaining $3.0 million principal amount outstanding under the senior promissory notes was repaid in cash from the proceeds of the offering. Accordingly, the full $6.0 million outstanding principal amount under the senior promissory notes was settled in connection with the transaction through a combination of $3.0 million in common stock and $3.0 million in cash.

Current report

Six months ended June 30, 2026 compared tosix months ended June 30, 2025
Removed paragraphs (3)

Previous report

The Company has experienced operating losses and cash outflows from continuing operations and will require additional funding to support operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous report

Management has implemented cost optimization operational initiatives and working capital control designed to improve liquidity and support a sustainable path toward profitability, supported by an updated strategic focus and strengthened leadership. The Company continues to evaluate financing alternatives and strategic opportunities to enhance its capital position. While there can be no assurance that additional funding will be obtained on favorable terms, management believes its ongoing initiatives position the Company to support operations and advance its strategic objectives.

Previous report

Three months ended March 31, 2026 compared tothree months ended March 31, 2025
Reworded paragraphs (14)

Previous wording

LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. For more than two decades, we have developed and manufactured products of re-crystallized silicon carbide. We specialize in three business areas: ceramic membranes and membrane incorporated liquid filtration systems, ceramic diesel particulate filters (DPFs) to control soot exhaust particles and black carbon emission from diesel engines, and plastic components for usage across various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on innovative silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our offices in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark.

Current wording

LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. We specialize in three business areas: ceramic membranes and membrane incorporated liquid filtration systems, ceramic diesel particulate filters (DPFs) to control soot exhaust particles and black carbon emission from diesel engines, and plastic components for usage across various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on innovative silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our offices in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark. We assemble our marine water treatment systems in China with silicon carbon membranes delivered from Denmark.

Previous wording

At present, we conduct our operations in the Kingdom of Denmark, the U.S. and China, with locations in the Copenhagen area, Hobro, Fort Worth and Nantong.

Current wording

At present, we conduct our operations in the Kingdom of Denmark, the U.S. and China, with locations in the Copenhagen area, Hobro, Fort Worth, US and Nantong, China.

Previous wording

Total operating expenses for the three months ended March 31, 2026 were$2,670,953, representing an increase of$360,568, or 15.6%, compared to$2,310,385 for the same period in 2025. Approximately 60% of the increase relates to foreign exchange rate developments, as the average USD/DKK exchange rate for the three months ended March 31st, was 6.385 in 2026 and 7.092 in 2025.

Current wording

Total operating expenses for the three months ended June 30, 2026 were$2,697,356, representing an increase of$102,909, or 4.0%, compared to$2,594,447 for the same period in 2025. Approximately 60% of the increase continue to be related to foreign exchange rate developments, as the average USD/DKK exchange rate for the three months ended June 30, was 6.43 in 2026 and 6.58 in 2025.

Previous wording

Selling expenses for the three months ended March 31, 2026 were$980,674 compared to$718,016 for the same period in 2025, representing an increase of$262,658, or 36.6%. Excluding the impact of foreign exchange rate developments, costs increased primarily due to the full-year effect of hires within the joint venture in China, Nantong JiTRI LiqTech Green Energy Technology Co., Ltd. (the “JV”), as well as continued investments in the sales organization across the U.S. and Europe, and annualization of the Service Center cost in the U.S.

Current wording

Selling expenses for the three months ended June 30, 2026 were$835,836 compared to$812,568 for the same period in 2025, representing an increase of$23,268, or 2.9%. Excluding the impact of foreign exchange rate developments, costs increased primarily due to the full-year effect of hires within the joint venture in China, Nantong JiTRI LiqTech Green Energy Technology Co., Ltd. (the “JV”), as well as continued investments in the sales organization across the U.S. and Europe, and annualization of the Service Center cost in the U.S.

Previous wording

General and administrative expenses for the three months ended March 31, 2026 were$1,414,145 compared to$1,362,246 for the same period in 2025, representing an increase of$51,899, or 3.8%. Adjusting for foreign exchange rate developments, expenses remained stable and below general inflation, as filing of open positions were covered by savings on other overhead expenses. Included in general and administrative expenses were non-cash compensation of $218,252 and $241,245 for the three months ended March 31, 2026, and 2025, respectively.

Current wording

General and administrative expenses for the three months ended June 30, 2026 were$1,589,775 compared to$1,539,323 for the same period in 2025, representing an increase of$50,452, or 3.3%. Adjusting for foreign exchange rate developments, expenses remained stable and below general inflation, as filling of open positions were covered by savings on other overhead expenses. Included in general and administrative expenses were non-cash compensation of $218,252 and $230,552 for the three months ended June 30, 2026, and 2025, respectively.

Previous wording

Research and development expenses for the three months ended March 31, 2026 were$276,134 compared to$230,123 for the same period in 2025, representing an increase of$46,011, or 20.0%. The increase was primarily attributed to membrane development costs and cost related to development of Marine systems.

Current wording

Research and development expenses for the three months ended June 30, 2026 were$271,745 compared to$242,556 for the same period in 2025, representing an increase of$29,189, or 12.0%. The increase was primarily attributed to membrane development costs and cost related to development of Marine systems and Pool systems.

Previous wording

Other expenses for the three months ended March 31, 2026 were$448,267 compared to other expenses of$173,352 for the comparable period in 2025, representing an increase of$274,915, or 158.6%. The change was primarily attributable to losses on foreign currency transactions, lower interest income, and accrued interests on the senior promissory notes, partly balanced by lower amortization of debt discount, and a decrease of net interest expenses for the three months ended March 31, 2026

Current wording

Other expenses for the three months ended June 30, 2026 were$720,248 compared to other expenses of$51,277 for the comparable period in 2025, representing an increase of$668,971, or 1304.6%. The change was primarily attributable to amortization of debt discount, accrued interests on the senior promissory notes and losses on foreign currency transactions for the three months ended June 30, 2026

Previous wording

As a result of the cumulative effect of the factors described above, we reported a net loss for the three months ended March 31, 2026 of$2,725,099 compared to$2,358,342 for the comparable period in 2025, representing an increase in net loss of$366,757, or 15.6%.

Current wording

As a result of the cumulative effect of the factors described above, we reported a net loss for the three months ended June 30, 2026 of$3,051,695 compared to$2,160,786 for the comparable period in 2025, representing an increase in net loss of$890,909, or 41.2%.

Previous wording

Revenue for the three months ended March 31, 2026 was $4,136,320 compared to $4,617,541 for the same period in 2025, representing a decrease of $481,221, or 10.4%. The decrease was solely attributable to a reduction in system sales, reflecting a significant Water for Energy delivery in 2025 that did not recur in 2026. Within the Systems segment, sales to both the Pool and Marine segments increased significantly. Furthermore, deliveries of Filters, Membranes, and Components increased during the period.

Current wording

Revenue for the six months ended June 30, 2026 was $8,500,072 compared to $9,575,030 for the same period in 2025, representing a decrease of $1,074,958, or 11.2%. The decrease was mainly attributable to a reduction in system sales, reflecting a significant Water for Energy delivery in 2025 that did not recur in 2026. Within the Systems segment, sales to both the Pool and Marine segments increased significantly. Furthermore, deliveries of Filters increased while Components declined during the period.

Previous wording

Gross profit for the three months ended March 31, 2026 was$393,744 (representing a gross profit margin of 9.5%) compared to a gross profit of$125,056 (representing a gross profit margin of 2.7%) for the same period in 2025, marking an increase of$268,688, or 214.9%. This increase was primarily driven by mix towards higher value system sales, better utilization of our manufacturing capacity, procurement effects on prices, and low depreciation expenses. Included in the gross profit was depreciation of $330,006 and $392,292 for the three months ended March 31, 2026, and 2025, respectively.

Current wording

Gross profit for thesix months ended June 30, 2026 was $759,283 (representing a gross profit margin of 8.9%) compared to a gross profit of $609,634 (representing a gross profit margin of 6.4%) for the same period in 2025, marking an increase of $149,649, or 24.5%. This increase was primarily driven by mix towards higher value system sales, better utilization of our manufacturing capacity, procurement effects on prices, and low depreciation expenses. Included in the gross profit was depreciation of $604,536 and $804,583 for thesix months ended June 30, 2026, and 2025, respectively.

Previous wording

The Company has historically financed operations through offerings of equity or debt instruments, internally generated cash from operations, and our available lines of credit. On March 31, 2026, we had cash of $2,732,739 and net working capital of $8,483,730, and on December 31, 2025, we had cash of $5,070,385 and net working capital of $11,237,788. On March 31, 2026, our net working capital had decreased by $2,754,058 compared to December 31, 2025, mainly as a result of a reduction in cash and cash equivalents used to fund operating losses

Current wording

The Company has historically financed operations through offerings of equity or debt instruments, internally generated cash from operations, and our available lines of credit. On June 30, 2026, we had cash of $15,655,731 and net working capital of $21,368,974, and on December 31, 2025, we had cash of $5,070,385 and net working capital of $11,237,788. On June 30, 2026, our net working capital had increased by $10,131,186 compared to December 31, 2025, mainly as a result of the capital raise.

Previous wording

Cash flows used in operating activities for the three months ended March 31, 2026 were $1,941,544 representing an increase of $644,358 compared to cash flows used in operating activities of $1,297,186 for the three months ended March 31, 2025. The cash flows used in operating activities for the period consists mainly of the net loss of $2,725,099, adjusted for depreciation and other non-cash-related items of $835,210, an increase in accounts receivables of $317,277, prepaid expenses and other current assets of $399,522, and partially offset by an increase in accounts payable of $526,117.

Current wording

Cash flows used in operating activities for the six months ended June 30, 2026 were $5,037,030 representing an increase of $2,129,194 compared to cash flows used in operating activities of $2,907,836 for the six months ended June 30, 2025. The cash flows used in operating activities for the period consist mainly of the net loss of $5,776,794, adjusted for depreciation and other non-cash-related items of $1,916,422, an increase in accounts receivables of $1,955,382, prepaid expenses and current account payables of $398,619, and partially offset by an increase in accrued expenses of $679,736.

Previous wording

Cash flows used in investing activities were $269,724 for the three months ended March 31, 2026 as compared to cash flows used in investing activities of $110,860 for the three months ended March 31, 2025, representing a change of $158,864. The investing activities include general purchases of production equipment to continue optimizing production throughput and the internal production of rental assets. For the three months ended March 31, 2026, the main additions were investments in assembly equipment in our JV in China and in the U.S. Service Center.

Current wording

Cash flows used in investing activities were $257,552 for the six months ended June 30, 2026 as compared to cash flows used in investing activities of $47,885 for the six months ended June 30, 2025, representing a change of $209,637. The investing activities include general purchases of production equipment to continue optimizing production throughput and the internal production of rental assets. For the six months ended June 30, 2026, the main additions were investments in assembly equipment in our JV in China and in the U.S. Service Center.

Previous wording

Cash flows provided from financing activities were $(311,911) for the three months ended March 31, 2026 compared to cash flows used by financing activities of $989,722 for the three months ended March 31, 2025, representing a change of $1,301,633. Financing activities primarily consisted of repayments of lease obligations and the acquisition of common stock to satisfy tax withholding obligations. Additionally, in the prior-year period, the Company received proceeds from a long-term loan as well as a capital contribution from the noncontrolling interest in the joint venture.

Current wording

Cash flows provided from financing activities were $15,760,658 for the six months ended June 30, 2026 compared to cash flows used by financing activities of $856,496 for the six months ended June 30, 2025, representing a change of $14,904,162. Financing activities primarily consisted of proceeds from the issuance of common stock, net of discounts and commissions of $18,106,656, and proceeds from a $1,000,000 shareholder loan, being partly offset by the repayment of the $3,000,000 note payable. Additionally, in the prior-year period, the Company received proceeds from a long-term loan as well as a capital contribution from the noncontrolling interest in the joint venture.
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

Revenue for the three months ended June 30, 2026 was $4,363,752 compared to $4,957,489 for the same period in 2025, representing a decrease of $593,737, or 12.0%. The decrease was solely attributable to a reduction in system sales, reflecting a significant Water for Energy delivery in 2025 that did not recur in 2026. Within the Systems segment, sales to both the Pool and Marine segments increased significantly. Furthermore, deliveries of Filters were on par with last year, while Components declined during the period.

Current report — wording carried from elsewhere

The following table sets forth our revenues, expenses, and net loss for the six months ended June 30, 2026, and 2025:

Current report — wording carried from elsewhere

Total operating expenses for thesix months ended June 30, 2026 were $5,368,309, representing an increase of $463,477, or 9.4%, compared to $4,904,832 for the same period in 2025. Approximately 60% of the increase relates to foreign exchange rate developments, as the average USD/DKK exchange rate for thesix months ended March 31st, was 6.40 in 2026 and 6.85 in 2025.

Current report — wording carried from elsewhere

Selling expenses for thesix months ended June 30, 2026 were $1,816,510 compared to $1,530,584 for the same period in 2025, representing an increase of $285,926, or 18.7%. Excluding the impact of foreign exchange rate developments, costs increased primarily due to the full-year effect of hires within the joint venture in China, Nantong JiTRI LiqTech Green Energy Technology Co., Ltd. (the “JV”), as well as continued investments in the sales organization across the U.S. and Europe, and annualization of the Service Center cost in the U.S.

Current report — wording carried from elsewhere

General and administrative expenses for thesix months ended June 30, 2026 were $3,003,920 compared to $2,901,569 for the same period in 2025, representing an increase of $102,351, or 3.5%. Adjusting for foreign exchange rate developments, expenses remained stable and well below general inflation, as filing of open positions were covered by savings on other overhead expenses. Included in general and administrative expenses were non-cash compensation of $436,650 and $471,797 for thesix months ended June 30, 2026, and 2025, respectively.

Current report — wording carried from elsewhere

Research and development expenses for thesix months ended June 30, 2026 were $547,879 compared to $472,679 for the same period in 2025, representing an increase of $75,200, or 15.9%. The increase was primarily attributed to membrane development costs and cost related to development of Marine systems and Pool systems.

Current report — wording carried from elsewhere

Other expenses for thesix months ended June 30, 2026 were $1,168,515 compared to other expenses of $224,629 for the comparable period in 2025, representing an increase of $943,886, or 420.2%. The change was primarily attributable to losses on foreign currency transactions, lower interest income, and accrued interests on the senior promissory notes, and higher amortization of debt discount for the six months ended June 30, 2026.

Current report — wording carried from elsewhere

As a result of the cumulative effect of the factors described above, we reported a net loss for thesix months ended June 30, 2026 of $5,776,794 compared to $4,519,128 for the comparable period in 2025, representing an increase in net loss of $1,257,666, or 27.8%.