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LIQTECH INTERNATIONAL, INC.

(LIQT)
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LIQTECH INTERNATIONAL INC : Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

08/20/2021 | 05:27pm EDT

Item 1.01 Unregistered Sales of Equity Securities.

Exchange Agreements

On August 17, 2021, LiqTech International, Inc. (the "Company") entered into two exchange agreements (each, an "Exchange Agreement"), with two of the Company's shareholders (each, a "Shareholder", and collectively, the "Shareholders").

Under the terms of the Exchange Agreements, the Shareholders agreed to exchange an aggregate of 500,000 shares of common stock of the Company, $0.001 par value per share (the "Common Stock"), for prefunded warrants (each, a "Prefunded Warrant"). The Prefunded Warrants will be exercisable at an exercise price of $0.001 per share, subject to adjustments as provided under the terms of the Prefunded Warrants. The Prefunded Warrants will be exercisable at any time on or after the closing date. The Exchange Agreements contain additional terms typical of exchange agreements including representations and warranties of the parties. The terms and conditions of the Exchange Agreement for each Shareholder are essentially the same, except for the number of shares of Common Stock exchanged and the corresponding number of shares of Common Stock purchasable under each Prefunded Warrant.

The issuances of Prefunded Warrants under the Exchange Agreements were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, because, among other things, the transaction did not involve a public offering, the Seller is an accredited investor, the Purchaser acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

The above description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the form of Exchange Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.

Prefunded Warrants

In connection with the Exchange Agreement, as of the date of the Exchange Agreement, the Company issued the Prefunded Warrants to the Shareholders. The exercise price of each Prefunded Warrant is equal to $0.001 per share, and the Prefunded Warrants are exercisable on or after August 17, 2021, subject to the limitations on exercise and conditions set forth by the Prefunded Warrants. The Prefunded Warrants are subject to customary adjustments in the event of stock splits and dividends, fundamental transactions, and subsequent offerings of rights to purchase stock.

The above description of the Prefunded Warrants does not purport to be complete and is qualified in its entirety by the form of Prefunded Warrant, which is incorporated herein and attached hereto as Exhibit 4.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of Form 8-K.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits



Exhibit
No.       Exhibit Title or Description

4.1         Form of Pre-Funded Common Stock Purchase Warrant

10.1        Form of Exchange Agreement

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)



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