UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~six month~~three months period ended ~~June 30, 2021~~March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______________________~~ to ~~_______________________~~ to

Commission File Number: 001-36210

LiqTech International, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-1431677
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Industriparken 22C, DK 2750 Ballerup, Denmark
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +45 3131 5941

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Common Stock, $0.001 par value

LIQT

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of ~~August 16, 2021,~~May 12, 2022, there were ~~21,777,373~~21,352,688 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. This is especially underlined by the ~~anticipated~~ impacts from the COVID-19 pandemic on the Company, including the related effects to our business operations, results of operations, cash flows, and financial position. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Forward-looking statements include, but are not limited to, statements concerning:

Any forward-looking statement made by us herein speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can itwe assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The accompanying notes are an integral part of these unaudited financial statements.

	As of			As of			As of			As of
	June 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
	(Unaudited)						(Unaudited)
Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	1,761,217		$	2,332,151		$	2,023,972		$	1,646,662
Accrued expenses		5,925,004			4,908,961			5,084,650			4,685,665
Current portion of finance lease obligations		387,999			394,839			367,171			373,824
Current portion of operating lease liabilities		698,645			1,026,235			871,682			846,544
Current portion of Convertible Note payable		3,360,000			0
Current portion of convertible note payable								10,080,000			8,400,000
Contract liabilities		1,907,343			1,152,748			692,640			914,828

Total Current Liabilities		14,040,208			9,814,934			19,120,115			16,867,523

Convertible Note payable, net of discount of $2,796,591 and $0 at June 30, 2021 and December 31, 2020, respectively		10,643,409			0

Deferred tax liability		267,564			305,167			205,318			224,779
Other liabilities, net of current portion		579,482			0			61,547			346,939
Finance lease obligations, net of current portion		2,817,567			3,112,496			2,355,721			2,499,591
Operating lease liabilities, net of current portion		3,979,648			4,159,225			5,872,927			6,154,064
Convertible note payable, less current portion								3,964,273			6,186,936

Total Long-term Liabilities		18,287,670			7,576,888			12,459,786			15,412,309

Total Liabilities		32,327,878			17,391,822			31,579,901			32,279,832


Stockholders' Equity:
Series A Mandatory Convertible Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020		0			0
Common stock; par value $0.001, 100,000,000 shares authorized, 21,777,373 and 21,655,461 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		21,777			21,655
Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021								0			0
Common stock; par value $0.001, 100,000,000 shares authorized, 21,352,688 and 21,285,706 shares issued and outstanding at March 31, 2021 and December 31, 2021, respectively								21,352			21,285
Additional paid-in capital		70,656,769			69,897,698			71,089,613			70,910,902
Accumulated deficit		(47,612,505	)		(42,054,968	)		(56,928,352	)		(53,181,928	)
Accumulated other comprehensive loss		(3,989,487	)		(3,046,070	)		(5,331,290	)		(4,975,399	)

Total Stockholders' Equity		19,076,554			24,818,315			8,851,323			12,774,860

Total Liabilities and Stockholders' Equity	$	51,404,432		$	42,210,137		$	40,431,224		$	45,054,692

The accompanying notes are an integral part of these unaudited financial statements.

	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended
	June 30,						June 30,						March 31,
	2021			2020			2021			2020			2022			2021

Revenue	$	4,016,563		$	4,641,483		$	8,014,440		$	14,923,327		$	3,637,236		$	3,997,877
Cost of Goods Sold		3,695,853			4,147,020			7,579,115			11,789,788
Cost of goods sold														3,391,695			3,883,262

Gross Profit		320,710			494,463			435,325			3,133,539			245,541			114,615

Operating Expenses:
Selling expenses		1,202,586			605,947			2,212,084			1,282,747			1,059,948			1,009,498
General and administrative expenses		1,247,132			1,509,772			2,721,802			3,059,530			1,916,517			1,474,670
Research and development expenses		434,629			316,559			872,236			627,513			602,737			437,607

Total Operating Expense		2,884,347			2,432,278			5,806,122			4,969,790			3,579,202			2,921,775

Loss from Operations		(2,563,637	)		(1,937,815	)		(5,370,797	)		(1,836,251	)		(3,333,661	)		(2,807,160	)

Other Income (Expense)
Interest and other income		0			247			0			4,737			99			0
Interest expense		(215,598	)		(36,047	)		(256,017	)		(61,538	)		(206,461	)		(40,419	)
Amortization discount on Convertible Note		(251,804	)		0			(251,804	)		0
Fair value adjustment of warrants		0			(236,900	)		0			(236,900	)
Amortization discount on convertible note														(297,338	)		-
Gain (Loss) on currency transactions		(83,696	)		(368,561	)		287,988			(160,934	)		75,993			371,684
Gain on sale of fixed assets		1,134			0			1,134			0

Total Other Income (Expense)		(549,964	)		(641,261	)		(218,699	)		(454,635	)		(427,707	)		331,265

Loss Before Income Taxes		(3,113,601	)		(2,579,076	)		(5,589,496	)		(2,290,886	)		(3,761,368	)		(2,475,895	)

Income Tax Benefit		(15,493	)		(15,265	)		(31,959	)		(30,574	)		(14,994	)		(16,466	)

Net Loss	$	(3,098,108	)	$	(2,563,811	)	$	(5,557,537	)	$	(2,260,312	)	$	(3,746,424	)	$	(2,459,429	)


Basic and Diluted Loss Per Share	$	(0.14	)	$	(0.12	)	$	(0.26	)	$	(0.11	)	$	(0.18	)	$	(0.11	)

Basic and Diluted Weighted Average Common Shares Outstanding		21,769,461			20,963,186			21,723,578			20,758,855			21,350,455			21,677,186

The accompanying notes are an integral part of these unaudited financial statements.

For the period ended ~~June 30,~~March 31, 2022 and March 31, 2021 ~~and June 30, 2020~~

											Accumulated Other										Additional						Accumulated Other
					*Additional*						*Compre-*						Common Stock				Paid-in			Accumulated			Comprehensive
																	Shares		Amount		Capital			Deficit			Income/(Loss)			TOTAL
BALANCE, December 31, 2021																		21,285,706		21,285		70,910,092			(53,181,928	)		(4,975,399	)		12,774,860

Common stock issued in settlement of RSUs																		66,982		67		(67	)								-

Stock-based compensation																						178,778									178,778

Currency translation, net																												(355,891	)		(355,891	)

Net Loss																				0		0			(3,746,424	)		0			(3,746,424	)

BALANCE, March 31, 2022																		21,352,688		21,352		71,089,613			(56,928,352	)		(5,331,290	)		8,851,323
	*Common Stock*				*Paid-in*			*Accumulated*			*hensive*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Income/(Loss)*			*TOTAL*

BALANCE, December 31, 2020		21,655,461		21,655		69,897,698			(42,054,968	)		(3,046,070	)		24,818,315			21,655,461		21,655		69,897,698			(42,054,968	)		(3,046,070	)		24,818,315

Common stock issued in settlement of RSUs		41,912		42		(42	)		0			0			0			41,912		42		(42	)		0			0			0

Stock-based compensation				0		102,388			0			0			102,388					0		102,388			0			0			102,388

Currency translation, net				0		0			0			(1,311,521	)		(1,311,521	)				0		0			0			(1,311,521	)		(1,311,521	)

Net Loss				0		0			(2,459,429	)		0			(2,459,429	)
Net Income																									(2,459,429	)					(2,459,429	)

BALANCE, March 31, 2021		21,697,373		21,697		70,000,044			(44,514,397	)		(4,357,591	)		21,149,753			21,697,373		21,697		70,000,044			(44,514,397	)		(4,357,591	)		21,149,753

Common stock issued as commitment fee for Convertible Note		80,000		80		531,649			0			0			531,729

Stock-based compensation				0		125,076			0			0			125,076

Currency translation, net				0		0			0			368,104			368,104

Net Loss				0		0			(3,098,108	)		0			(3,098,108	)

BALANCE, June 30, 2021		21,777,373		21,777		70,656,769			(47,612,505	)		(3,989,487	)		19,076,554


BALANCE, December 31, 2019		20,547,668		20,548		61,398,150			(32,246,608	)		(6,166,559	)		23,005,531

Common stock issued in settlement of RSUs		8,212		8		44,992			0			0			45,000

Stock-based compensation				0		96,222			0			0			96,222

Currency translation, net				0		0			0			(495,959	)		(495,959	)

Net Income				0		0			303,499			0			303,499

BALANCE, March 31, 2020		20,555,880		20,556		61,539,364			(31,943,109	)		(6,662,518	)		22,954,293

Common stock issued in settlement of RSUs		8,333		8		(8	)		0			0			0

Common shares issued for cash at $5.00 per share, net of offering cost of $680,952		1,085,000		1,085		4,742,963			0			0			4,744,048

Stock-based compensation				0		82,335			0			0			82,335

Currency translation, net				0		0			0			739,777			739,777

Net Loss				0		0			(2,563,811	)		0			(2,563,811	)

BALANCE, June 30, 2020		21,649,213		21,649		66,364,654			(34,506,920	)		(5,922,741	)		25,956,642

	For the Six Months Ended						For the Three Months Ended
	June 30,						March 31,
	2021			2020			2022			2021
Cash Flows from Operating Activities:
Net Loss	$	(5,557,537	)	$	(2,260,312	)	$	(3,746,424	)	$	(2,459,429	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization		1,298,815			1,183,441			746,357			631,217
Amortization of discount on convertible notes payable		251,804			0			297,338			0
Stock-based compensation		227,464			223,557			178,778			102,388
Change in fair value of warrant liability		0			236,900
Change in deferred tax asset / liability		(31,959	)		(30,574	)		(14,944	)		(16,466)
Gain on sale of fixed assets		(1,134	)		0
Changes in assets and liabilities:
Accounts receivable		633,533			1,820,234			(237,953	)		657,926
Inventory		(231,899	)		(157,376	)		(505,962	)		(138,918	)
Contract assets		855,558			1,141,799			(585,678	)		772,940
Prepaid expenses and other current assets		174,731			(184,328	)		(1,399,481	)		(261,232	)
Accounts payable		(504,841	)		(2,265,228	)		414,995			(372,530	)
Accrued expenses		1,754,808			1,986,152			209,038			(492,028	)
Operating lease liabilities		(582,679	)		(366,198	)		(185,804	)		(205,056	)
Contract liabilities		803,077			(98,131	)		(205,206	)		141,066
Income taxes benefits								0			336,232

Total Adjustments		4,647,278			3,490,248			(1,288,522	)		1,155,539

Net Cash provided by (used in) Operating Activities		(910,259	)		1,229,936
Net Cash used in Operating Activities								(5,034,944	)		(1,303,890	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(718,366	)		(2,171,172	)		(183,031	)		(414,875	)
Purchase of other intangible assets		0			(23,446	)
Proceeds from sale of fixed assets		1,134			0

Net Cash used in Investing Activities		(717,232	)		(2,194,618	)		(183,031	)		(414,875	)

Cash Flows from Financing Activities:
Payments on finance lease obligation		(192,504	)		(16,973	)		(91,807	)		(101,192	)
Proceeds from convertible notes payable, net		14,283,333			0
Proceeds from issuance of prefunded warrants		0			2,575,000
Proceeds from issuance of common stock, net		0			4,744,048
Interest payments on convertible note								(840,000	)		0

Net Cash provided by Financing Activities		14,090,829			7,302,075			(931,807	)		(101,192	)

Gain (Loss) on Currency Translation		(611,041	)		108,944			(112,537	)		(787,185	)

Net change in Cash, Cash Equivalents and Restricted Cash		11,852,297			6,446,337
Net change in Cash and Restricted Cash								(6,262,319	)		(2,607,142	)

Cash, Cash Equivalents and Restricted Cash at Beginning of Period		13,264,449			9,783,932
Cash and Restricted Cash at Beginning of Period								17,489,380			13,264,499

Cash, Cash Equivalents and Restricted Cash at End of Period	$	25,116,746		$	16,230,269
Cash and Restricted Cash at End of Period							$	11,227,061		$	10,675,307

The accompanying notes are an integral part of these unaudited financial statements.

For the Six Months Ended
June 30,

2021

2020

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest
$ 79,448 $ 45,471
Income Taxes
$ 0 $ 0

Non-cash financing activities
Original issue discount on convertible note 1,800,000 0
Convertible Note debt conversion feature 3,048,396 0
Debt issuance costs on convertible note 716,667 0
Common Stock issued for conversion of convertible note 531,729 0

	For the Three Months Ended March 31,
	2022		2021
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	203,289	$	37,236
Income Taxes		0		0

The accompanying notes are an integral part of these unaudited financial statements.

The consolidated financial statements include the accounts of LiqTech International, Inc., the “Company” and its subsidiaries. The terms "Company", “us", "we" and "our" as used in this report refer to the Company and its subsidiaries, which are set forth ~~below.~~below in Item 2, the management's discussion and analysis section. The Company engages in the development, design, production, marketing and sale of automated filtering systems, ceramic silicon carbide liquid applications and diesel particulate air filters in ~~the United States, Canada,~~North America, Europe, Asia, Australia, and South America. ~~Set forth below is a description of the Company and each of its subsidiaries:~~

~~LiqTech International, Inc., a Nevada corporation organized in~~ ~~July 2004,~~ ~~formerly known as Blue Moose Media, Inc.~~

~~LiqTech USA, a Delaware corporation and a 100% owned subsidiary of the Company formed in~~ ~~May 2011.~~

~~LiqTech Holding A/S (formerly known as LiqTech International A/S), a Danish corporation, incorporated on~~ ~~January 15, 2000 (~~~~“LiqTech Holding”), a 100% owned subsidiary of LiqTech USA, handling all joint group activities such as management, marketing, finance, IT, etc.~~

~~LiqTech NA, Inc. (“LiqTech NA”), incorporated in Delaware on~~ ~~July 1, 2005,~~ a 100% owned subsidiary of LiqTech USA, engaged in the production, marketing and sale of ceramic diesel particulate and liquid filters in the United States and Canada. LiqTech NA has closed operations in ~~January 2021,~~ ~~and all activity in this company has ceased.~~

~~LiqTech Water A/S (formerly known as LiqTech Systems A/S), a Danish Corporation (“LiqTech Water”), incorporated on~~ ~~September 1, 2009,~~ engaged in the manufacture of fully automated filtering systems for use within marine applications, municipal pool and spa applications, and other industrial applications within Denmark and international markets.

~~LiqTech Plastics A/S (formerly known as BS Plastic A/S), a Danish Corporation (“LiqTech Plastics”), acquired on~~ ~~September 1, 2019,~~ ~~engaged in the manufacture of specialized machined and welded plastic parts within Denmark and international markets.~~

~~LiqTech Ceramics A/S, a Danish corporation (“LiqTech Ceramics”), incorporated on~~ ~~December 20, 2019,~~ ~~engaged in the development, design, application, marketing and sales of membranes, ceramic diesel particulate and liquid filters, and catalytic converters in Europe, Asia and South America.~~

~~LiqTech Water Projects A/S, a Danish corporation (“LiqTech Water Projects”), incorporated on~~ ~~July 28, 2020~~ ~~that is a dormant company without activity. The Company was formed to include the investments for our joint venture in the Middle East.~~

~~LiqTech Emission Control A/S, a Danish corporation (“LiqTech Emission Control”), incorporated on~~ ~~March 1, 2021~~ ~~that is a dormant company without activity. The Company was formed to include the investments for our joint venture in China.~~

~~LiqTech Germany (“LiqTech Germany”), a 100% owned subsidiary of LiqTech Holding, incorporated in Germany on~~ ~~December 9, 2011.~~ ~~The Company is in the process of closing operations, and all activity in this company has ceased.~~

~~LiqTech PTE Ltd (“LiqTech Singapore”), a 95% owned subsidiary of LiqTech Holding, incorporated in Singapore on~~ ~~January 19, 2012.~~ ~~The Company is in the process of closing operations, and all activity in this company has ceased.~~

Consolidation -- The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and its majority owned subsidiary. All material intercompany transactions and accounts have been eliminated in the consolidation.

Reclassification – Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive ~~income (loss),~~loss, the ~~company~~Company has reclassified the prior year comparative amounts of general and administrative expenses and other expenses to be consistent with the current classification.

Functional Currency / Foreign currency translation -- The functional currency of LiqTech International, Inc., LiqTech USA, Inc. and LiqTech NA is the U.S. Dollar. The ~~Functional Currency~~functional currency of LiqTech Holding, LiqTech Water, LiqTech Plastics, LiqTech Ceramics, LiqTech Water Projects and LiqTech Emission Control is the Danish Krone (“DKK”); the functional currency of LiqTech China is the Renminbi (“RMB”); the functional currency of LiqTech Germany is the Euro; and the functional currency of LiqTech Singapore is the Singapore Dollar. The Company’s reporting currency is the U.S. Dollar for the purpose of these consolidated financial statements. The balance sheet accounts of the foreign subsidiaries are translated into U.S. Dollars at the period-end exchange rates, and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021. Translation gains and losses are deferred and accumulated as a component of other comprehensive income (loss) in stockholders’ equity. Transaction gains and losses that arose from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash ~~Cash Equivalents~~ and Restricted Cash -- The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company held ~~$1,500,000~~$1,899,255 and ~~$1,515,620,~~$2,125,695, respectively, of restricted cash. The restricted cash is held as security by a local financial institution for ensuring a leasing facility and for payment guarantees issued for the benefit of customers in connection with prepayments of sales orders and for warranties after the delivery of ~~sales orders. The Company had 0 balances~~products.

Accounts held in ~~a financial~~each U.S. institution inare insured by the ~~United States in excess of federally insured amounts at~~Federal Deposit Insurance Company (“FDIC”) up to ~~June 30, 2021~~$250,000. At March 31, 2022 and December 31, ~~2020.~~2021 the Company had $6,572,282 and $11,346,826 in excess of the FDIC insured limit, respectively.

Accounts Receivable -- ~~Account~~Accounts receivable consist of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts that reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, age, financial information that is publicly accessible and other currently available evidence.

The roll-forward of the allowance for doubtful accounts for the period ended ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 isare as follows:

Inventory – Inventory directly purchased is carried at the lower of cost or net realizable value, as determined on the first-in, first-out method.

For inventory produced, standard costs that approximate actual ~~cost on~~costs, applying the FIFO method, are used to value inventory. Standard costs are reviewed at least annually by management or more often in the event that circumstances indicate a change in cost has occurred.

Work in process and finished goods include material, labor, and production overhead costs. The Company adjusts the value of its inventory to the extent ~~that~~ management determines that the cost cannot be recovered due to obsolescence or other factors.

Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movement, expected useful lives, and estimated future demand of the products and spare parts.

Contracts Assets / Liabilities – Contract assets are the Company’s rights to consideration in exchange for goods or services and is recognized when a performance obligation has been satisfied but has not yet been billed. When the Company issues invoices to the customer and the billing is higher than the capitalized Contract assets, the net amount is transferred to Contract liabilities. Contract assets/liabilities are transferred to revenue and cost of goods sold when the right to consideration is unconditional and billed per the terms of the contractual agreement.

Contract assets also include unbilled receivables, which usually comprise the last invoice remaining after the delivery of the water treatment unit, where revenue is recognized at the transfer of control based upon signed acceptance of the water treatment unit by the customer. Most commonly this invoice is sent to the customer at commissioning of the product or no later than 12 months after the delivery. Also included in Contract assets are short-term receivables such as VAT and other receivables.

Leases -- In ~~February 2016,~~ ~~the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)~~ ~~No.~~~~2016~~-~~02,~~ ~~Leases (“Topic~~ ~~842”~~), which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Subsequent ASUs were issued to provide additional guidance.

On ~~January 1, 2019,~~ ~~the Company adopted Topic~~ ~~842~~ ~~using the optional transition method of adoption, under which the new standards were applied prospectively rather than restating the prior periods presented.~~ The Company has elected ~~the package of practical expedients permitted, which, among other things, allowed the Company to carry forward the historical lease classification. The Company made the accounting policy elections~~ to not recognize lease assets and liabilities with an initial term of 12 months or less and to not separate lease and non-lease components. The Company’s accounting for finance leases (formerly called capital lease obligations) remains substantially unchanged. Operating lease right-of-use (“ROU”) assets and liabilities ~~were~~are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date ~~was~~is used in determining the present value. The Company will use the implicit rate when readily determinable. The operating lease ROU asset also included prepaid lease payments and ~~was~~ reduced by accrued lease payments. The Company’s lease terms may include options to extend or terminate the lease, for which the Company will reflect the change when it is reasonably certain that those options will be exercised. Operating lease cost for lease payments will be recognized on a straight-line basis over the lease term.

Property and Equipment -- Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from three to ten years.

Goodwill and Intangible Assets -- The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business, with the residual purchase price recorded as goodwill. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital.

Acquired intangible assets with determinable useful lives are amortized on a straight-line or accelerated basis over the estimated periods benefited, ranging from one to ten years. Customer relationships and other non-contractual intangible assets with determinable lives are amortized over periods of five years.

The Company evaluates the recoverability of long-lived assets by comparing the carrying amount of an asset to estimated future net undiscounted cash flows generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying value of the assets exceeds the fair value of the assets. The evaluation of recoverability involves estimates of future operating cash flows based upon certain forecasted assumptions, including, but not limited to, revenue growth rates, gross profit margins, and operating expenses over the expected remaining useful life of the related asset. A shortfall in these estimated operating cash flows could result in an impairment charge in the future.

Goodwill is not amortized but is evaluated annually for impairment at the reporting unit level or when indicators of a potential impairment are present. The Company estimates the fair value of the reporting unit using the discounted cash flow and market approaches. Forecasts of future cash flows are based on the Company’s best estimate of future net sales and operating expenses, using primarily ~~using~~ expected category expansion, pricing, market segment fundamentals, and general economic conditions.

Revenue Recognition -- On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” which includes clarifying ASUs issued in 2015, 2016 and 2017 (“new revenue standard”). The new revenue standard was applied to all open revenue contracts using the modified retrospective method as of January 1, 2018.~~The new revenue standard did~~ ~~not~~ ~~have a material impact on revenue recognition.~~

The Company sells products throughout the ~~world;~~world, and sales by geographical region are as follows for the three ~~and~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

The Company’s sales by product line are as follows for the three ~~and~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

For liquid filters and systems, ~~membranes,~~ diesel particulate filters and plastic components, revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied, which occurs when control of the product transfers to the customer or when services are rendered by the Company. The majority of the Company's sales contracts contain performance obligations satisfied at a point in time when title ~~and~~along with risks and rewards of ownership have transferred to the customer. This generally occurs when the product is shipped or accepted by the customer. Revenue for service contracts is recognized as the services are provided. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods or providing services. The satisfaction of performance obligations under the terms of a revenue contract generally gives rise to the right to receive payment from the customer. The Company's standard payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. Pre-payments received prior to satisfaction of performance obligations are recorded as a Contract liability. ~~Given~~Considering the ~~insignificant days~~relatively short time between revenue recognition and receipt of payment, financing components do not exist between the Company and its customers.

For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost-plus margin.

System sales are recognized when the Company transfers control to the customer based upon sales and delivery conditions specified in the sales contract. This typically occurs upon shipment of the system from the production facility but can also occur upon other agreed delivery terms. In connection with the completion of the system, it is normal procedure to issue a FAT (Factory Acceptance Test) asserting that the customer has accepted the performance of the system as it is being shipped from our production facility in Hobro. As part of the performance obligation, the customer is normally offered commissioning services (final assembly and configuration at a place designated by the customer), and this commissioning is therefore considered a second performance obligation and is valued at cost, with the addition of a standard gross margin. This second performance obligation is recognized as revenue at the time of provision of the commissioning services together with the cost incurred. Part of the invoicing to the customer is also attributed to the commissioning, and at transfer of the control of the system (i.e. the first performance obligation), ~~some of the invoicing will still be awaiting commissioning and~~this portion is ~~therefore~~ recognized as Contract assets.

Aftermarket sales represent parts, extended warranties and maintenance services. For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer. When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience. The Company adjusts estimated revenues at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. The Company recognizes revenue for extended warranty and maintenance agreements based on the standalone selling price over the life of the contract.

The Company has received long-term contracts for grants from government entities for the development and use of silicon carbide membranes in various water filtration and treatment applications and historically in the installation of various water ~~filtrations~~filtration systems. We measure the transfer of control of the performance obligation on long-term contracts utilizing the cost-to-cost measure of progress, with cost of revenue including direct costs such as labor and materials. Under the cost-to-cost approach, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenue and a significant factor in the accounting for such performance obligations. The timing of when we bill our customers is generally dependent upon advance billings terms, milestone billings based on completion of certain phases of the work, or when services are provided, or products are shipped. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported on our balance sheet as Contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported on our balance sheet as Contract liabilities.

Contract assets represent the Company’s rights to consideration in exchange for goods or services and is recognized when a performance obligation has been satisfied but has not yet been billed. Contract liabilities are payments received from customers prior to satisfaction of performance obligations, and these balances are typically related to prepayments for third-party expenses that are incurred shortly after billing. Contract assets/liabilities are transferred to revenue and cost of goods sold when the right to consideration is unconditional and billed per the terms of the contractual agreement. Contract liabilities also include deferred revenue related to the second performance obligation stated under Revenue Recognition, ~~where~~for which the obligation is attributed to the commissioning of the water treatment system.

The roll-forward of Contract assets / liabilities for the ~~period~~periods ended ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is as follows:

Advertising Cost -- Costs incurred in connection with advertising of the Company’s products are expensed as incurred. Advertising costs are included in sales expenses, and total advertising costs for the three-month periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~ ~~respectively, were $42,843 and $36,786. Total advertising costs amounted to $125,235 and $62,023 for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~respectively. Advertising cost has increased in~~ 2021 ~~due to the increased investment in sales~~were $55,524 and ~~branding activities especially within SoMe advertising activities.~~$82,392, respectively.

Research and Development Cost -- The Company expenses research and development costs ~~for the development of new products~~ as incurred. Included in operating expense for the three-month ~~period ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020~~ ~~were $434,629 and $316,559, respectively, of research and development costs. For the~~ ~~six~~ ~~month~~ periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020,~~2021 were research and development costs ~~were $872,236~~of $602,737 and ~~$627,513.~~$437,607, respectively.

Income Taxes -- The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes. This statement requires an asset and liability approach ~~for~~with respect to accounting for income taxes.

Income/(Loss) Per Share -- The Company calculates earnings (loss) per share in accordance with FASB ASC 260, Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of ~~common~~ shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential ~~common~~ shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options, RSU’s and warrants that have been granted but have not yet been exercised.

Stock ~~Options and~~ Awards -- During the years presented in the accompanying consolidated financial statements, the Company has granted stock ~~options and~~ awards. The Company accounts for options in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation. ~~Stock-based compensation costs of $125,076 and $82,335 have been recognized for the vesting of options and stock awards granted to Directors and management for the~~ ~~three~~~~-month periods ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~respectively. For the~~ ~~six~~ ~~month periods ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~stock-based compensation was $227,464 and $223,557 respectively.~~

~~Warrant Liability~~-- ~~The Company issued common stock warrants in~~ ~~May 2020~~ ~~in conjunction with an equity financing. In accordance with Accounting Standards Codification (“ASC”)~~ ~~480,~~ ~~Distinguishing Liabilities from Equity (“ASC~~ ~~480”~~), the fair value of these warrants was initially classified as a liability on the Company’s Consolidated Balance Sheet because, according to the original terms of the warrants, a fundamental transaction could have given rise to an obligation of the Company to pay cash to its warrant holders, which was outside of the control of the Company. On ~~August 12, 2020,~~ the terms of the prefunded warrant were amended and the potential obligation of the Company to pay cash to its warrant holders was removed. From the date of the execution of the amended warrant, it qualifies as an equity instrument and the liability measured at fair value on ~~August 12, 2020~~ of $3,476,250 has been reclassified to the Company´s Equity. Corresponding changes in the fair value measurement of the warrants are recognized in earnings on the Company’s Consolidated Statement of Operations in each subsequent period.

Fair Value of Financial Instruments -- The Company accounts for fair value measurements for financial assets and liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, other receivables, prepaid expenses, accounts payable, accrued expenses and convertible notes payable approximate their recorded values due to their short-term maturities.

Accounting Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets including accounts receivable; allowance for doubtful accounts; contract assets; reserve for excess and obsolete inventory; depreciation and impairment of property, plant and equipment; goodwill; liabilities including contract liabilities and contingencies; the disclosures of contingent assets and liabilities at the date of the financial statements; and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.

Recent Accounting Pronouncements – In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance: The FASB is issuing this Update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The ASU will be effective for annual reporting periods after December 15, 2021. We are still assessing the impact of ASU 2021-10 on our consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023, and interim periods within those annual periods, and early adoption is permitted in annual reporting periods ending after December 15, 2020. We are still assessing the impact of ASU 2020-06 on our condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference ~~rates~~rate expected to be discontinued. This ASU is intended to help stakeholders during the global market-wide reference rate transition period and will be in effect for a limited time through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact on its financial statements.

In ~~December 2019,~~ ~~the FASB issued ASU~~ ~~2019~~-~~12,~~ ~~Income Taxes (Topic~~ ~~740~~~~): Simplifying the Accounting for Income Taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after~~ ~~December 15, 2020~~ ~~on a prospective basis, with early adoption permitted. We have adopted the new standard effective~~ ~~January 1, 2021,~~ ~~and the adoption of this guidance did~~ ~~not~~ ~~have a material impact on our consolidated financial statements.~~

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has limited cash and incurred significant recent losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. There is no assurance that the Company will be successful in raising additional cash through the issuance of debt or equity instruments or return to achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Inventory consisted of the following aton ~~June 30, 2021~~March 31, 2022, and December 31, ~~2020:~~2021:

Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movements, expected useful lives, and estimated future demand for the products.

The Company leases certain vehicles, real property, production equipment and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable operating leases for production and office space in Hobro, Aarhus and Copenhagen, Denmark as well as in ~~White Bear Lake, Minnesota. The lease in White Bear Lake expired in~~ ~~February 2021,~~ ~~and due to the closure of the activity in North America, the lease has~~ ~~not~~ ~~been extended.~~Taicang, China.

During the three months ended ~~June 30, 2021,~~March 31, 2022, cash paid for amounts included for the measurement of finance lease liabilities was ~~$239,818,~~$91,807, and the Company recorded finance lease expenses ~~included~~ in other income (expenses) of ~~$122,838.~~$71,952.

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, cash paid for amounts included for the measurement of operating lease liabilities was ~~$545,872,~~$285,599, and the ~~company~~Company recorded operating lease expense of ~~$504,859.~~$341,076.

Supplemental balance sheet information related to leases as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was as ~~follows~~follows:

Maturities of lease liabilities at ~~June 30, 2021~~March 31, 2022 were as follows:

In connection with certain orders, we provide the customer a working guarantee, a prepayment guarantee or a security bond. For that purpose, we have a guaranteed credit line of ~~DKK10,000,000~~EUR 1,750,000 (approximately ~~$1,650,000).~~$1,850,000) secured by a cash deposit. As of ~~June 30, 2021~~March 31, 2022, our bank has issued working guaranties of ~~$537,448~~$484,063 for our ~~customer based on~~customers against the credit ~~line. The credit line is secured by a cash deposit of $1,500,000.~~line..

On March 24, 2021, we entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company agreed to issue and sell a $15.0 million principal amount ~~Senior Convertible Note~~senior convertible note (the “Note”) due on October 1, 2023 and 80,000 shares of our common stock, $0.001 par value (“Common ~~Stock~~Stock”) for an aggregate purchase price of $15.0 million upon the satisfaction of the closing conditions set forth in the Purchase Agreement. The Closing occurred on April 8, 2021, and the Company issued to the Investor the securities in connection with the Closing.

The Note is a senior, unsecured obligation of the Company, payable at 112% of the principal amount at maturity on (October 1, ~~2023,~~2023), or earlier upon redemption or repurchase as set forth in the Note. The Note is convertible into shares of Common Stock pursuant to the terms of the Note, in part or in whole, from time to time, at the election of the Investor. The initial conversion rate is 100.6749 shares of Common Stock per $1,000 of principal amount of the Note. The conversion rate is subject to anti-dilution adjustments including for stock dividends, splits and combinations; issuances of options, warrants or similar ~~rights,~~rights; spin-offs and distributions of property; cash dividends or distributions; and tender or exchange offers, in each case as further described in and pursuant to the terms of the Note.

The Note has interest payable quarterly beginning June 1, 2021, at a rate of 5% per annum. The number of shares issuable if the Company elects to pay interest in shares of Common Stock shall be based on the Market Price.

The Company may provide written notice to the Holder electing to convert the entire Principal Amount of the Note if (1) the Daily VWAP per share of Common Stock exceeds one hundred and seventy-five percent (175%) of the Conversion Price on each of twelve (12) consecutive VWAP Trading Days beginning after September 24, 2021; and (2) the Equity Conditions are satisfied on each of such twelve (12) consecutive VWAP Trading Days.

Beginning on March 1, 2022, and on the first day of each calendar month thereafter, at the election of the Investor or Holder, if applicable, the Company shall be required to redeem $840,000 of the amounts due under the Note in cash or Common Stock at 90% of the lesser of (i) the volume-weighted average price (“~~VWAP~~”VWAP”) of the Common Stock on the trading day immediately preceding the payment date and (ii) the average of the lowest three (3) VWAPs over the 10 trading days immediately preceding the payment date, which shall in no case be less than the floor price of $1.75 per share.

~~The Note has interest payable quarterly beginning~~ On ~~June~~March 1, ~~2021~~2022, ~~at a rate of 5% per annum. The number of shares issuable if~~ the Company ~~elects to pay interest~~paid the first installment of $840,000 in ~~shares of Common Stock shall be based on the Market Price.~~cash.

For the three ~~and~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022 and ~~2020,~~2021, the Company recognized ~~interest expense~~interests of ~~$422,638~~$187,500 and $0,, respectively, ~~of which $251,804~~ and $297,338 and $0,, respectively ~~was~~ related to the amortization of debt issuance costs.

Agreements -- LiqTech ~~Water Projects has entered into~~is planning to establish a joint venture ~~agreement~~ to supply and operate water treatment systems for oil and gas producers in the Middle East. The partner in the joint venture is a local company. LiqTech ~~Water Projects~~ expects to deliver technological know-how along with the design of water treatment systems and components to support potential projects in the Middle East. The joint venture will be established in the form of a ~~jointly owned~~jointly-owned limited liability company, incorporated under the laws in the local country, and LiqTech ~~Water Projects holds~~is expected to hold 49% of the shares. All profits of the company are to be allocated proportionally to the ownership share, and none of the parties ~~are~~is liable for the company’s liabilities towards third parties.

~~401~~~~(K) Profit Sharing Plan~~ ~~-- LiqTech NA has a~~ ~~401~~~~(k) profit sharing plan and trust covering certain eligible employees. The amount LiqTech NA contributes is discretionary. For the~~ ~~three~~~~-month periods ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~matching contributions expensed totaled $0 and $3,949 respectively. For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~matching contributions were expensed and totaled $718 and $6,984, respectively.~~

Contingencies -- From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

On ~~November 20, 2018,~~ ~~a former supplier to LiqTech Ceramics contacted the Company with a claim of DKK 448,500 ($68,800) alleging that an agreement from~~ ~~2016~~ ~~had~~ ~~not~~ ~~been respected. The Company contested the claim but in~~ ~~December 2020~~ ~~the court ruled in favor of the supplier and LiqTech was ordered to pay an amount totaling DKK 587,000 ($96,900) which included interest and court fees that were expensed in~~ ~~2020.~~ ~~The amount was paid in~~ ~~January 2021.~~

On February 27, 2019, LiqTech ~~Water~~ was contacted by a former supplier alleging that the Company owed DKK 543,905 ($~~89,800)~~81,177) for services rendered in 2017. The claimant has previously filed a lawsuit to claim payment for the services, which was denied by the Company due to severe errors in the services ~~rendered,~~rendered. The claim was settled out of court and the ~~claim was rejected by a court of law in~~Company agreed to pay DKK 400,000 ($59,700) for full and final settlement during the period ending ~~2018.~~ ~~Due to the nature of the claim and the previous ruling from the court of law,~~ no ~~provision has been made as of~~ ~~June 30, 2021.~~March 31, 2022.

The Company entered arbitration on March 31, 2022 regarding a commercial dispute related to the delivery of a water treatment system installed on a commercial power plant. The parties disagree on whether the supplied equipment performs according to the agreed performance criteria. The dispute also relates to equipment down time and the use of additives to operate the equipment. The claim against LiqTech amounts to DKK 1,671,768 ($249,510) with the addition of interest with LiqTech disputing the claim including having filed a counterclaim regarding unpaid invoices. The parties are currently discussing an out of court settlement.

Product Warranties - The Company provides a standard warranty for its systems, generally for a period of one to three years after customer acceptance. The Company estimates the costs that may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.

In addition, the Company sells an extended warranty for certain systems, which generally provides a warranty for up to four years from the date of commissioning. The specific terms and conditions of the warranties vary depending upon the product sold and the country in which the ~~Company does business.~~installation occurred. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.

The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.

Changes in the Company's current and long-term warranty obligations included in accrued expenses on the balance sheet, as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, were as follows:

Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average ~~common~~number of shares of Common Stock outstanding during the period. For the periods where there is a net loss, stock options, warrants and Restricted Stock Units (“RSUs”) have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Consequently, the weighted average ~~common~~number of shares of Common Stock used to calculate both basic and diluted net loss per common share ~~would be~~are the ~~same.~~same for the reported periods.

For the period ended ~~June 30, 2021,~~March 31, 2022, the Company had ~~145,460 stock grants~~561,862 RSUs outstanding ~~to issue~~and 1,015,000 prefunded warrants exercisable for shares of Common Stock ~~(“RSUs”). Further, the Company had 515,000 prefunded warrants outstanding to issue Common Stock.~~outstanding.

The following ~~data~~table shows the amounts used in computing earnings per share and the weighted average number of shares of ~~potential~~potentially dilutive ~~common stock~~Common Stock for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

For the ~~six~~three months ended ~~June 30,~~ March 31, 2022 and 2021 respectively, the Company had no0 options outstanding to purchase common stock. ~~For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020,~~ ~~the Company had 25,000 options outstanding to purchase common stock at $2.96 per share.~~

Common Stock – The Company has 100,000,000 authorized shares of common stock, $0.001 par value ("Common Stock"). As of ~~June 30, 2021~~March 31, 2022 and ~~2020,~~2021, ~~respectively,~~ there were ~~21,777,373~~21,352,688 and ~~21,649,213 common~~21,697,373 shares of Common Stock issued and ~~outstanding.~~outstanding, respectively.

Voting -- Holders of common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends -- Subject to the rights and preferences of the holders of any series of preferred stock, if any, which may at the time be outstanding, holders of ~~common stock~~Common Stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights -- In the event of any liquidation, dissolution or winding-up of affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any outstanding shares of any series of our preferred stock, the holders of ~~common stock~~Common Stock will be entitled to share ratably in the distribution of any of our remaining assets.

Other Matters -- Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to our common stock. All of the issued and outstanding shares of common stock on the date of this Annual Report are validly issued, fully paid and non-assessable.

Preferred Stock -- Our Board of Directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, ~~the~~ qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders and may adversely affect the voting and other rights of the holders of ~~common stock.~~Common Stock.

The Company has 2,500,000 authorized Preferred stock, $0.001 par value. As of ~~June 30, 2021,~~March 31, 2022, there were 0 ~~mandatory convertible~~ preferred shares issued and outstanding.

Since January 1, ~~2021,~~2022, the Company has made the following issuances of ~~common stock:~~Common Stock:

On January ~~6, 2021,~~3, 2022, the Company issued ~~11,218~~18,641 shares of Common Stock to settle RSUs. The RSUs were valued at ~~$70,000~~$140,000 for services provided by the Board of Directors in ~~2020.~~2021. The Company recognized the stock-based compensation of the award over the requisite service period.

On ~~February 26, 2021,~~January 3, 2022, the Company issued ~~30,694~~48,341 shares of Common Stock to settle RSUs. The RSUs were valued at ~~$166,667~~$299,196 for services provided by management in ~~2020.~~2021. The Company is recognizing the stock-based compensation of the award over the requisite service period.

On ~~April 9, 2021,~~ ~~the Company issued 80,000 restricted shares of Common Stocks pursuant to the Convertible Note agreement executed on~~ ~~April 8, 2021.~~

In connection with the ~~Securities Purchase Agreement~~securities purchase agreement entered ~~into~~ in May 2020, we issued a prefunded warrant (“the Warrant”) to purchase an aggregate of 515,000 shares of Common Stock at a purchase price of $5.00 per share. Subject to certain beneficial ownership limitations, the Warrant is immediately exercisable and may be exercised for no additional consideration. The Warrant does not expire. A holder of the Warrant will not have the right to exercise any portion of the Warrant if the holder, together with Affiliates and Attribution Parties (as such terms are defined in the Warrant), would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant. Upon notice from the holder to the Company, however, the holder may decrease or increase the beneficial ownership limitation (but not above 9.99% of the number of shares of Common Stock outstanding).

On August 17, 2021, the Company entered an exchange agreement with an existing shareholder to exchange an aggregate of 500,000 shares of Common Stock for equivalent shares of prefunded warrants (the “Exchange Agreement”). 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 Agreement contained additional terms typical of exchange agreements including representations and warranties of the parties. In connection with and as of the date of the Exchange Agreement, the Company issued the prefunded warrants to the shareholder, 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 following is a summary of the periodic changes in warrants outstanding for the ~~six~~three months ended ~~June 30,~~ March 31, 2022 and 2021:

In 2013, the Company’s Board of Directors adopted a Share Incentive Plan (the “Incentive Plan”). Under the terms and conditions of the Incentive Plan, the Board of Directors is empowered to grant RSUs to officers and directors of the Company. At ~~June 30, 2021,~~March 31, 2022, ~~145,460~~561,862 RSUs were granted and outstanding under the Incentive Plan. Directors of the Company receive share compensation as follows: ~~(i)~~ an initial grant of 25,000 RSUs of Common Stock that vest over a three-year period upon appointment to the Board, followed by an annual grant of ~~$35,000~~$36,750 ($~~70,000~~73,500 for the Chairman of the Board) in RSUs per annum after full vesting of the initial grant. Further, the Company has granted shares of Common Stock in the period ending March 31, 2022, to management ~~for~~ ~~2020~~ as part of the Incentive Plan, totaling ~~40,432~~454,249 shares that vest over a three-year period.

The Company recognizes compensation costs for RSU grants to directors and management based on the stock price on the date of the grant.

The Company recognized stock-based compensation expense related to RSU grants of ~~$125,076~~$178,778 and ~~$82,335~~$102,388 for the three-month ~~periods ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~respectively. For the~~ ~~six~~ ~~months~~ period ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021, ~~respectively, the stock-based compensation related to share grants was $227,464 and $223,557.~~respectively. On ~~June 30, 2021,~~March 31, 2022, the Company had ~~$771,035~~$1,949,981 of unrecognized compensation cost related to non-vested stock grants.

A summary of the status of the ~~RSU's~~RSUs as of ~~June 30, 2021~~March 31, 2022 and changes during the period are presented below:

In ~~August 2015,~~ the Company’s Board of Directors adopted a Stock Option Plan (the “Plan”). Under the terms and conditions of the Plan, the Board of Directors is empowered to grant stock options to employees, officers, and directors of the Company. On ~~June 30, 2021,~~ ~~0 options were granted and outstanding under the Plan.~~

The Company recognizes compensation costs for stock option awards to employees based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model.

NOTE 910 - SIGNIFICANT CUSTOMERS / CONCENTRATION / DISAGGREGATED REVENUE

The following table presents customers accounting for 10% or more of the Company’s revenue:

The following table presents customers accounting for 10% or more of the Company’s ~~accounts receivables:~~Accounts receivable:

As of ~~June 30, 2021,~~March 31, 2022 ~~approximately 99% of the Company’s assets were located in Denmark~~ and ~~1% in the United States. As of~~ December 31, ~~2020,~~2021, approximately 100% of the Company’s assets were located in ~~Denmark and 0% in the United States.~~Denmark.

The Company operates in three ~~main~~ segments: Water, Ceramics and Plastics. ~~With effect from~~Effective as of January 1, 2020, the group structure was changed, aswith shared group activities ~~were~~ transferred to an individual reporting unit separated from the business units. Costs and assets for these activities were therefore separated during 2020.

~~For the 3-month periods ended~~ ~~June 30, 2021~~ ~~consolidated revenue declined by $624,920, corresponding to 13%, compared to the same period in~~ ~~2020.~~ ~~Revenue from the Water segment declined by $1,243,036 as a result of the negative impact of the ongoing COVID-~~19 pandemic, which has caused a substantial decline in the demand and delivery of water treatment systems for the marine scrubber industry. Revenue from the Ceramics segment increased by $488,558 as a result of increased demand for our Diesel particulate filters and membranes used in various environmental solutions for the reduction of global CO₂ ~~emissions. Revenue in the Plastics segment increased by $152,468 due to the increase in sales activities which has brought in an increased number of new customers.~~

~~The consolidated revenue for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~declined by $6,908,887 compared to the same period in~~ ~~2020.~~ ~~The decline was primarily attributable to the Water segment, where revenue declined by $7,997,503. For Ceramics and Plastics, the revenue increased slightly for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~compared to the same period in~~ ~~2020,~~ ~~while revenue from Other increased significantly as this is mainly intercompany invoicing of management fees to the other segments as part of the new group structure that was implemented in~~ ~~2020.~~ ~~For~~ ~~2020~~ ~~the related management fee was invoiced in the last quarter of~~ ~~2020~~ ~~and comparison is therefore~~ ~~not~~ ~~possible for Other revenue.~~

~~Loss for the~~ ~~three~~~~-month periods ended~~ ~~June 30, 2021~~ ~~was $(3,098,108) compared to $(2,563,811) for the corresponding period in~~ ~~2020.~~ The greater loss in the current year is mainly related to the Water segment due to the significant decline in revenue as noted above. Further, Water, Ceramics and Plastics have each been charged with intercompany management fees in the ~~three~~~~-month period ended~~ ~~June 30, 2021~~ ~~while the related management fee was invoiced in the last quarter of~~ ~~2020~~ ~~covering the full year. The loss for the~~ ~~three~~~~-month period ended~~ ~~June 30, 2021~~ ~~is therefore~~ ~~not~~ ~~fully comparable with the corresponding loss for the~~ ~~three~~~~-month period ended~~ ~~June 30, 2020.~~

~~Income (Loss) for the~~ ~~six~~~~-month period ended~~ ~~June 30, 2021~~ ~~was $(5,557,537) compared to $(2,260,312) for the corresponding period in~~ ~~2020.~~ The greater loss in the current year is mainly related to the Water segment due to the significant decline in revenue as noted above. Further, Water, Ceramics and Plastics have each been charged with intercompany management fees in the ~~six~~~~-month period ended~~ ~~June 30, 2021~~ ~~while the related management fee was invoiced in the last quarter of~~ ~~2020~~ ~~covering the full year. The loss for the~~ ~~six~~~~-month period ended~~ ~~June 30, 2021~~ ~~is therefore~~ ~~not~~ ~~fully comparable with the corresponding loss for the~~ ~~six~~ ~~month periods ended~~ ~~June 30, 2020.~~

~~Total segment assets have increased from $42,210,137 at~~ ~~June 30, 2020~~ ~~to $51,404,432 at~~ ~~June 30, 2021.~~ ~~The increase is especially related to the increased cash and cash equivalents as a result of proceeds from the issuance of the Convertible Note in~~ ~~April 2021.~~ ~~Segment assets in Water have decreased especially due to a decline in account receivables and contract assets as a result of the significant decline in activity.~~

In ~~None.~~April 2022, the Company re-aligned its corporate management structure, which involved a reduction in headcount and labor costs of approximately 25%. The new organization reflects a focused effort to align key leaders with strategic imperatives, inspire greater accountability and performance management, eliminate silos and layers of middle management, and operate a leaner, more efficient business.

On May 11, 2022, the Company entered into a separation and release agreement with Sune Mathiesen, the Company’s Chief Executive Officer (“CEO”). Mr. Mathiesen had previously taken a medical leave of absence announced in March 2022. LiqTech has retained Heidrick & Struggles, a leading international executive search firm, to assist the Company in a search for a new, permanent CEO. The Company’s current Interim Chief Executive Officer, Alexander J. Buehler, has agreed to maintain the position of Interim CEO for the foreseeable future until a permanent candidate is identified and a proper transition is conducted.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition, the following discussion should be read in conjunction with our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, ~~2021~~2022 and the financial statements and notes thereto. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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. For more than two decades, we have developed and manufactured products of re-crystallized silicon carbide. We specialize in three business areas: ceramic membranes for liquid filtration systems, diesel particulate filters (DPFs) to control soot exhaust particles from diesel engines, and plastic components for usage in various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on unique silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our office in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark.

The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly owned subsidiaries, including LiqTech USA, Inc., a Delaware corporation (“LiqTech USA”), which owns all of the outstanding equity interest in LiqTech NA, Inc., a Delaware corporation (“LiqTech NA”) and in LiqTech Holding A/S, a Danish limited company, organized under the Danish Act on Limited Companies of the Kingdom of Denmark (“LiqTech Holding”), together with its direct wholly owned subsidiaries LiqTech Ceramics A/S (“LiqTech Ceramics”), LiqTech Water A/S (“LiqTech Water”), LiqTech Plastics A/S (“LiqTech Plastics”), LiqTech Water Projects A/S ("LiqTech Water Projects”) ~~and~~, LiqTech Emission Control A/S (“LiqTech Emission Control”), all Danish limited companies organized under the Danish Act on Limited Companies of the Kingdom of Denmark, and LiqTech ~~NA, Inc.~~Environment Technologies (China) Co., Ltd. (“LiqTech China”), a ~~Delaware corporation (“LiqTech NA”).~~Chinese company organized under the Chinese Act on Limited Companies in the Peoples Republic of China. Collectively, LiqTech USA, LiqTech NA, LiqTech Holding, LiqTech Ceramics, LiqTech Water, LiqTech Plastics, LiqTech Water Projects, LiqTech Emission Control and LiqTech NAChina are referred to herein as our “Subsidiaries”.

WeAt present, we conduct our operations in the Kingdom of Denmark. Our Danish operations are located in the Copenhagen area, in Hobro, and in Aarhus.

Our strategy is to ~~create stockholder~~leverage our core competencies in material science, fluid dynamics, and systems integration, creating differentiated products with compelling value ~~by leveraging our competitive strengths in silicon carbide filters, membranes,~~propositions to penetrate attractive end markets with regulatory and ~~water treatment solutions through our focus on discrete applications in key end markets.~~ESG tailwinds. Essential ~~features of~~imperatives associated with our strategy ~~include:~~include the following:

The financial information below is derived from our unaudited condensed consolidated financial statements included elsewhere in this report.

The following table sets forth our revenues, expenses and net ~~income~~loss for the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

	Three Months Ended June 30,																		Three Months Ended March 31,
													Period to Period Change																		Period to Period Change
	2021			As a % of Sales			2020			As a % of Sales			Variance			Percent %			2022			As a % of Sales			2021			As a % of Sales			Variance			Percent %
Revenue		4,016,563			100.0	%		4,641,483			100.0	%		(624,920	)		(13.5	)%		3,637,236			100.0	%		3,997,877			100.0	%		(360,641	)		(-9.0	)%
Cost of Goods Sold		3,695,853			92.0			4,147,020			89.3			(451,167	)		(10.9	)
Cost of goods sold																				3,391,695			93.2			3,883,262			97.1			(491,567	)		(12.7	)
Gross Profit		320,710			8.0			494,463			10.7			(173,753	)		(35.1	)		245,541			6.8			114,615			2.9			130,926			114.2

Operating Expenses
Selling expenses		1,202,586			29.9			605,947			13.1			596,639			98.5			1,059,948			29.1			1,009,498			25.3			50,450			5.0
General and administrative expenses		1,247,132			31.0			1,509,772			32.5			(262,640	)		(17.4	)		1,916,517			52.7			1,474,670			36.9			441,847			30.0
Research and development expenses		434,629			10.8			316,559			6.8			118,070			37.3			602,737			16.6			437,607			10.9			165,130			37.7
Total Operating Expenses		2,884,347			71.8			2,432,278			52.4			452,069			18.6			3,579,202			98.4			2,921,775			73.1			657,427			22.5

Loss from Operation		(2,563,637	)		(63.8	)		(1,937,815	)		(41.7	)		(625,822	)		32.3			(3,333,661	)		(91.7	)		(2,807,160	)		(70.2	)		(526,501	)		(18.8	)

Other Income (Expense)
Interest and other income		-			-			247			0.0			(247	)		(100.0	)		99			-			-			-			99			100.0
Interest (expense)		(215,598	)		(5.4	)		(36,047	)		(0.8	)		(179,551	)		498.1			(206,461	)		(5.7	)		(40,419	)		(1.0	)		(166,042	)		410.8
Amortization discount, Convertible Note		(251,804	)		(6.3	)		-			-			(251,804	)		-
Fair value adjustment of warrants		-			-			(236,900	)		(5.1	)		236,900			(100.0	)
Amortization discount, convertible note																				(297,338	)		(8.2	)		-			-			(297,338	)		100.0
Gain (loss) on currency transactions		(83,696	)		(2.1	)		(368,561	)		(7.9	)		284,865			(77.3	)		75,993			2.1			371,864			9.3			(295,691	)		(79.6	)
Gain (loss) on sale of fixed assets		1,134			0.0			-			-			1,134			-
Total Other Income (Expense)		(549,964	)		(13.7	)		(641,261	)		(13.8	)		91,297			(14.2	)		(427,707	)		(11.8	)		331,365			8.3			(758,972	)		(229.1	)

Loss Before Income Taxes		(3,113,601	)		(77.5	)		(2,579,076	)		(55.6	)		(534,525	)		20.7			(3,761,368	)		(103.4	)		(2,475,895	)		(61.9	)		(1,285,473	)		(51.9	)
Income Tax Benefit		(15,493	)		(0.4	)		(15,265	)		(0.3	)		(228	)		0.0			(14,944	)		(0.4	)		(16,466	)		(0.4	)		1,522			0.1

Net Loss		(3,098,108	)		(77.1	)		(2,563,811	)		(55.2	)		(534,297	)		20.8			(3,746,424	)		(103.0	)		(2,459,429	)		(61.5	)		(1,286,995	)		(52.3	)

Revenue for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$4,016,563~~$3,637,236 compared to ~~$4,641,483~~$3,997,877 for the same period in ~~2020,~~2021, representing a decrease of ~~$624,920,~~$360,641, or ~~13%~~9%. The ~~change~~decrease was attributable to a decline in sales ~~mainly consists~~ of aliquid filters, water treatment systems, and DPFs of $685,213, partly offset by an increase in sales of plastic components of $324,572. The decrease in liquid filters and water treatment systems ~~of $1,471,707, offset by an~~largely reflect the downturn in the marine industry during the COVID-19 pandemic, whereas the decline in DPFs reflects general market conditions and delays in orders due to continued supply chain constraints. The increase in ~~sale of plastic~~plastics components ~~of $253,986 and DPFs and membranes of $650,048. The decrease in sales of liquid filters and water treatment systems is~~was a result of ~~the negative impact of the ongoing COVID-19 pandemic, which has resulted in significant restrictions~~dedicated sales effort and ~~business limitations across the globe and has caused a substantial decline in the demand and delivery of water treatment systems for the marine scrubber industry. The demand for our DPFs and membranes~~ increased ~~by 56% based on the favorable customer interest in environmental solutions to reduce global CO~~₂ ~~emissions. The increase in sales of plastic components is related to the onset of more programmatic sales efforts that started in 2020 and realized favorable effects in 2021.~~market penetration.

Gross profit for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$320,710~~$245,541 compared to gross profit of ~~$494,463~~$114,615 for the same period in ~~2020,~~2021, representing ~~a decrease~~an increase of ~~$173,753, or 35%.~~$130,926. The ~~decrease~~increase in gross profit ~~is due largely~~compared to ~~the decline~~last year was caused by an improvement in sales mix and elevated profitability from sales of ~~liquid filters~~plastics components as well as spare-parts and ~~water treatment systems, where sales command a higher gross margin. Additionally, gross profit in~~commission activities, partly offset by the water treatment business has been negatively impacted by more competitive market pricing during the COVID-19 economic downturn. Gross profit was further impaired by increased costs related to decisions made prior to thenegative impact ~~of COVID-19, when the Company had invested in the expansion and improvement of production facilities along~~from rising input cost inflation associated with the ~~hiring~~production of ~~additional employees.~~our silicon carbide products, more specifically increased electricity and raw material prices, labor cost inflation, and general price increased on freight and logistic services. Included in the gross profit iswas depreciation of ~~$512,736~~$496,049 and ~~$491,374~~$471,885 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Total operating expenses for the three months ended ~~June 30, 2021~~March 31, 2022 were ~~$2,884,347,~~$3,579,202, representing an increase of ~~$452,069,~~$657,427, or ~~19%~~23%, compared to ~~$2,432,278~~$2,921,775 for the same period in ~~2020.~~2021.

Selling expenses for the three months ended ~~June 30, 2021~~March 31, 2022 were ~~$1,202,586~~$1,059,948 compared to ~~$605,947~~$1,009,498 for the same period in ~~2020,~~2021, representing an increase of ~~$596,639,~~$50,450, or ~~98%. This change is attributable~~5%, due to ~~the hiring of additional~~increased costs associated with direct sales, ~~employees to implement our growth strategy, increasing from an average of 11 in 2020 to an average of 20 in 2021. Further the company has invested in additional~~consulting services, and intensified marketing ~~activities to help increase future sales.~~activities.

General and administrative expenses for the three months ended ~~June 30, 2021~~March 31, 2022 were ~~$1,247,132~~$1,916,517 compared to ~~$1,509,772~~$1,474,670 for the same period in ~~2020,~~2021, representing an increase of $441,847, or 30%. The increase was mainly driven by project management and leasehold expenses in China, coupled with the implementation of a ~~decrease~~new ERP platform, general recruitment costs, and an increase in overall headcount from 12 as of ~~$262,640, or 17%. This change is attributable~~March 31, 2021 to ~~various cost saving initiatives, including a reduction~~14 as of ~~the number of administrative employees from an average of 24 in 2020 to an average of 13 in 2021.~~March 31, 2022. Included in general and administrative expenses iswas non-cash compensation of ~~$125,076~~$178,778 and ~~$82,335~~$102,388 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, representing an increase of $42,741, or 52%, attributable to stock grants to members of the Board and management.~~respectively.

Research and development expenses for the three months ended ~~June 30, 2021~~March 31, 2022 were ~~$434,629~~$602,737 compared to ~~$316,559~~$437,607 for the same period in ~~2020,~~2021, representing an increase of ~~$118,070,~~$165,130, or ~~37%~~38%. ~~This change is attributable to~~The increase represents the completion of several development projects during the quarter as well as an increase in the average number of employees engaged in research and development activities from 14 as ~~the Company focuses on the further development~~ of ~~existing and new products for the marine industry and other markets.~~March 31, 2021, to 17 as of March 31, 2022.

Other Income (Expenses) for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$(549,964)~~$(427,707) compared to ~~$(641,261)~~$331,265 for the comparable period in ~~2020,~~2021, representing a ~~favorable variance~~decrease of ~~$91,297. The decrease in Other Income (Expenses) is~~$758,972. This change was mainly caused by a reduction in loss on currency transactions as a result of a less volatile development in the DKK/USD currency rate during the period. Included in Other Income (Expenses) is an expense of $251,804 related to the amortization of discount and interest expenses of $170,834 related to the Convertible Note issued in April ~~2021.~~2021, with $297,338 for the amortization discount and $187,500 for interest expenses, along with a reduction in the gain on currency transactions due to a less favorable DKK/USD exchange rate during the period

Net loss for the three months ended ~~June 30, 2021~~March 31, 2022, was ~~$(3,098,108)~~$(3,746,424) compared to ~~$(2,563,811)~~$(2,459,429) for the comparable period in ~~2020,~~2021, representing an ~~unfavorable variance~~increase in net loss of ~~$534,297.~~$1,286,995.

This change was primarily attributable to the ~~decrease in~~reduced revenue, ~~due to reduced demand for marine scrubbers, higher relative costs of goods sold as a percentage of revenue due to investments in production capacity, and the increase in~~increased operating expenses, ~~caused primarily by~~and other expenses including interest and amortization discount pertaining to the ~~growth in headcount to support additional sales and production.~~

~~The following table sets forth our revenues, expenses and net income for the six months ended June 30, 2021 and 2020:~~

Revenue for the six months ended June 30, 2021 was $8,014,440 compared to $14,923,327 for the same period in 2020, representing a decrease of $6,908,887, or 46%. The change in revenue consists of a decrease in sales of liquid filters and water treatment systems of $8,294,657, offset by an increase of sales in DPFs and membranes of $1,021,050 and an increase in sales of plastic components of $486,601. The decrease in demand for our liquid filters and water treatment systems is mainly due to impacts of the ongoing COVID-19 pandemic, which have resulted in significant restrictions and business limitations across the globe causing a significant decline in delivery of water treatment systems for the marine scrubber industry. The demand for our DPFs and membranes increased by 38% based on favorable customer interest in environmental solutions to reduce global CO2 emissions. The increase in sales of plastic components is related to the onset of more programmatic sales efforts that started in 2020 and realized favorable effects in 2021.

Gross profit for the six months ended June 30, 2021 was $435,325 compared to gross profit of $3,133,539 for the same period in 2020, representing a decrease of $2,698,214, or 86.1%. The decrease in gross profit is largely due to the decline in sales of liquid filters and water treatment systems, where sales command a higher gross margin. Additionally, gross profit in the water treatment business has been negatively impacted by more competitive market pricing during the COVID-19 economic downturn. Included in the gross profit is depreciation of $967,055 and $907,639 for the six months ended June 30, 2021 and 2020, respectively.

~~Total operating expenses for the six months ended June 30, 2021 were $5,806,122, representing an increase of $836,332, or 17%, compared to $4,969,790 for the same period in 2020.~~

Selling expenses for the six months ended June 30, 2021 were $2,212,084 compared to $1,282,747 for the same period in 2020, representing an increase of $929,337, or 72.4%. This change is attributable to the addition of new sales employees from an average of 12 in 2020 to an average of 19 in 2021. Further the Company has invested significantly in other sales and marketing activities including increased on-line advertising, a new CRM software, additional sales agents in various countries, and other measures.

General and administrative expenses for the six months ended June 30, 2021 were $2,721,802 compared to $3,059,530 for the same period in 2020, representing a decrease of $337,728, or 11%. This change is attributable to the various cost saving programs introduced as a result of the COVID-19 impact on the business. The primary impact is from the reduction in the number of administrative employees that decreased from 25 in 2020 to 13 in 2021. Included in general and administrative expenses is Non-cash compensation expenses, that were $227,464 and $223,557 for the six months ended June 30, 2021 and June 30, 2020, respectively, representing an increase of $3,907 or 2%, attributable to increased stock grants to members of the management, offset by reduced stock grants to the Board.

Research and development expenses for the six months ended June 30, 2021 were $872,236 compared to $627,513 for the same period in 2020, representing an increase of $244,723, or 39%. This change is attributable to an increase in the number of employees engaged in research and development activities as the Company focuses on the further development of existing and new products for the marine industry and other activities.

~~Net loss for the six months ended June 30, 2021 was $(5,557,537) compared to $(2,260,312) for the comparable period in 2020, representing an unfavorable variance of $3,297,225.~~

This change was primarily attributable to the significant decrease in revenue and the related decrease in gross profit. Further the increase in operating expenses caused primarily by the growth in headcount to support additional sales and production exacerbated the increased loss for the six months ended June 30, 2021 compared to the same period in 2020.

Based on the ~~still ongoing~~prolonged negative effects of the global pandemic and other current global geopolitical issues, we are unable to predict the full impact that ~~COVID-19~~these will have on our long-term financial condition, results of operations, liquidity and cash ~~flows due to uncertainties.~~flows. Our compliance with the measures implemented to avoid the spread of ~~the virus~~COVID-19 has clearly had a material adverse impact on our financial results since March 2020. ~~To the extent possible, we have taken precautionary measures to reduce and/or defer operating expenses and preserve liquidity.~~ Based on current projections, which are subject to ~~numerous~~ uncertainties, including the duration and severity of ~~the pandemic and containment measures along with the effect of~~ these ~~on the industries in which we compete,~~global macro-economic issues, we believe our cash on hand, as well as our ongoing cash generated from operations ~~should~~might not be sufficient to cover our capital requirements for ~~at least~~ the next 12 months ~~from~~based on the ~~issuance of this report.~~reported financials ended March 31, 2022 including committed investments to generate revenue growth. In addition, as a result of the reduced order intake, continued supply chain disruptions and decreased manufacturing levels, our ~~future~~ gross profit will also likely be unfavorably impacted until such time that we are able to operate our manufacturing facilities at the higher capacity levels asthat were originally planned prior to the COVID-19 pandemic. Notwithstanding the reduction in our manufacturing levels and continued supply chain disruptions, based on our current rate of production, we believe that we will be able to fulfill most, if not all, of our existing delivery obligations in ~~2021.~~2022.

While we anticipate that the foregoing measures are temporary, we cannot predict the specific duration for which these precautionary measures will stay in effect ~~and~~nor how our business may be adversely affected as a result of ~~the pandemic’s~~these global economic ~~impact.~~issues and associated supply chain disruptions. In the future, ~~the pandemic~~we may ~~cause~~experience reduced or changed demand for our products, especially if ~~it results~~there is global recession or structural shifts in ~~a global recession. It~~the demand for our products across our end markets. We could also ~~lead~~experience limitations to ~~limitations in~~ our ability to produce and ship products ~~caused by~~resulting from governmental actions and regulations ~~to contain~~along with further disruptions in the ~~spread~~global supply chain.

We have historically satisfied our capital and liquidity requirements through offerings of equity instruments, internally generated cash from operations and our available lines of credit. At the filing date, the Company had an available line of credit amounting to DKK 20,000,000 ~~($3,000,000)~~(approximately $3,000,000), which iswas used for a leasing arrangement and guarantees issued to customers for prepayments and ~~for~~ warranties after delivery. On ~~June 30,~~March 31, 2022, we had cash of $11,227,061 and net working capital of $5,158,696, and on December 31, 2021, we had cash of ~~$25,116,746~~$17,489,380 and net working capital of ~~$21,671,773, and on December~~$11,199,259. On March 31, ~~2020, we had cash of $13,264,449 and net working capital of $15,839,992. On June 30, 2021,~~2022, our net working capital had ~~increased~~decreased by ~~$5,831,781~~$6,040,563 compared to December 31, ~~2020~~2021, mainly as a result of ~~an increase~~a reduction in cash and cash equivalents ~~due to the proceeds from the issuance of a Convertible Note in April 2021~~ and an increase in ~~accrued expenses. This was offset by a decrease in account receivables and contract assets/liabilities as well as a decrease in account payables.~~the current portion of the Convertible Note.

In connection with certain orders, we provide the customer a working guarantee, a prepayment guarantee or a security bond. For that purpose, we maintain a guaranteed credit line of ~~DKK10,000,000~~EUR1,750,000 (approximately ~~$1,500,000)~~$1,850,000). The credit line is secured by a cash ~~deposit~~deposit.

On March 24, 2021, we entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company agreed to issue and sell a $15.0 million principal amount senior convertible note (the “Note”) due on October 1, 2023 and 80,000 shares of ~~$1,500,000.~~our Common Stock for an aggregate purchase price of $15.0 million upon the satisfaction of the closing conditions set forth in the Purchase Agreement. The Closing occurred on April 8, 2021, and the Company issued to the Investor the securities in connection with the Closing.

The Note is a senior, unsecured obligation of the Company, payable at 112% of the principal amount at maturity (October 1, 2023), or earlier upon redemption or repurchase as set forth in the Note. The Note is convertible into shares of Common Stock pursuant to the terms of the Note, in part or in whole, from time to time, at the election of the Investor. The initial conversion rate is 100.6749 shares of Common Stock per $1,000 of principal amount of the Note. The conversion rate is subject to anti-dilution adjustments including for: stock dividends, splits and combinations; issuances of options, warrants or similar rights; spin-offs and distributions of property; cash dividends or distributions; and tender or exchange offers, in each case as further described in and pursuant to the terms of the Note.

The Note has interest payable quarterly beginning June 1, 2021, at a rate of 5% per annum. The number of shares issuable if the Company elects to pay interest in shares of Common Stock shall be based on the Market Price.

The Company may provide written notice to the Holder electing to convert the entire Principal Amount of the Note if (1) the Daily VWAP per share of Common Stock exceeds one hundred and seventy-five percent (175%) of the Conversion Price on each of twelve (12) consecutive VWAP Trading Days beginning after September 24, 2021; and (2) the Equity Conditions are satisfied on each of such twelve (12) consecutive VWAP Trading Days.

Beginning on March 1, 2022, and on the first day of each calendar month thereafter, at the election of the Investor or Holder, if applicable, the Company shall be required to redeem $840,000 of the amounts due under the Note in cash or Common Stock at 90% of the lesser of (i) the volume-weighted average price (“VWAP”) of the Common Stock on the trading day immediately preceding the payment date and (ii) the average of the lowest three (3) VWAPs over the 10 trading days immediately preceding the payment date, which shall in no case be less than the floor price of $1.75 per share. On March 1, 2022, the Company paid the first installment of $840,000 in cash. On April 1, 2022 and May 1, 2022 the Investor also elected to receive the $840,000 payment in cash.

~~Six~~Three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~six~~three months ended ~~June 30, 2020~~March 31, 2021

Cash provided by (used in) operating activities isfor the period ending March 31, 2022 was resulted primarily from the net loss for the period and adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$(910,259)~~$(5,034,944), representing a decrease of ~~$(2,140,195)~~$3,731,054 compared to cash ~~provided by~~used in operating activities of ~~$1,229,936~~$(1,303,890) for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The cash used in operating activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 consists mainly of the net loss for the period of ~~$(5,557,537)~~$(3,746,424) adjusted for depreciation and other ~~non-cash related~~non-cash-related items of ~~$1,744,990. Further, changes~~$1,207,529. Changes in assets and liabilities include ~~decreased accounts receivables~~increased Accounts receivable of ~~$633,533, a decline in~~$237,953 and net ~~contract~~Contract assets/liabilities of ~~$1,658,635, an increase~~$790,884, with the latter being explained by a work on water treatment systems for delivery in ~~accrued~~Q2 2022. Furthermore, Accrued expenses ~~of $1,754,808~~ and ~~tax benefits of $336,395, offset~~Accounts payable increased by ~~increased inventories of $231,899~~$209,038 and ~~a decrease in accounts payable of $504,841.~~$414,995 respectively.

Net cash used in investing activities was ~~$717,232~~$(183,031) for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, as compared to ~~net cash used in investing activities of $2,194,618~~$(414,875) for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, representing ~~a decrease~~an increase of ~~$1,477,386.~~$231,844. The investing activities include the purchase of production equipment ~~primarily related to the installation of new furnaces~~ in Ballerup to increase production capacity and ~~an amount of $180,045 for~~the continued investment in the new ~~machinery~~ERP platform which is expected to be fully implemented in ~~Plastics to support customer needs for additional production capabilities.~~Q2 2022.

Cash ~~provided~~used from financing activities was ~~$14,090,829~~$(931,807) for the ~~six~~three months ended ~~June 30, 2021 as~~March 31, 2022, compared to ~~net cash provided from financing activities of $7,302,075~~$(101,192) for the ~~six~~three months ended ~~June 30, 2020. Cash provided from financing activities for~~March 31, 2021, representing an increase of $830,615. The increase was mainly driven by the ~~period ended June 30, 2021 consisted primarily~~repayment of ~~the net funding from~~$840,000 regarding the Convertible Note issued in April 2021. ~~The amount was $15,000,000 reduced by costs of $716,667 related to the agreement.~~ Further, cash from financing activities ~~has been~~was negatively impacted by the payment of ~~$192,504 mainly~~$91,806 related to the furnace lease agreement.

As of ~~June 30, 2021,~~March 31, 2022, we had no off-balance sheet arrangements. We are not aware of any material transactions that are not disclosed in our consolidated financial statements.

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates include:

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see “Note 1: Recently Enacted Accounting Standards” in the accompanying Financial Statements.

~~None.~~For a description of subsequent events, see “Note 12 – Subsequent Events”.

We are not required to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company.

Management, with the participation of our Interim Chief Executive Officer and our Chief Financial Officer, evaluated the design and effectiveness of our internal controls over financial reporting and disclosure controls and procedures (pursuant to Rule 13a-15(b) and (c) under the Exchange Act) as of the end of the period covered by this Quarterly Report. A weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a misstatement of the registrant's financial statements will not be prevented or detected on a timely basis.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon that evaluation, our Interim Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of ~~June 30, 2021~~March 31, 2022 were not effective as of the period covered by this Quarterly Report due to material weaknesses in internal controls over financial reporting. For more information on material weaknesses identified by management, please reference our Form 10-K filed on March 31, ~~2021~~2022 for the year ended December 31, ~~2020.~~2021.

There was no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In response to the identified material weaknesses, ~~our~~Company management, with oversight from the Company’s Audit Committee, has been and will continue to dedicate necessary resources to enhance the Company’s internal control over financial reporting and remediate the identified material weaknesses. As an example of such remediation, the Company has hired additional employees into the finance department, and we plan to continue to work on remediating the material weaknesses during ~~2021~~2022 by improving competencies and work processes. Further, an investment in a new ERP system has been made along with other supporting IT systems to support the controls and processes of the ~~Company, and these~~Company. These investments are an important part of ~~the~~our remediation ~~of the material weaknesses.~~plan. Lastly, the Company has started the process of redesigning and ensuring documentation of all processes and procedures related to ~~the~~ financial reporting ~~process~~ to ensure the effective design and operation of process-level controls.

While management believes that the steps that we have been taken and plan to take will improve the overall system of internal control over financial reporting and will remediate the identified material weaknesses, ~~the~~these material weaknesses cannot be considered fully remediated until the applicable relevant controls operate for a sufficient period of time.

An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

While management believes that the steps that we have taken and plan to take will improve the overall system of internal control over financial reporting and will remediate identified material weaknesses, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time.

~~None.~~For a description of contingencies, see “Note 7 – Agreements And Commitments”.

~~None.~~ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2022, the Board of Directors accepted the resignation of Sune Mathiesen as Chief Executive Officer and a director of the Company effective May 12, 2022 (the “Separation Date”). As previously announced, Mr. Mathiesen has been on a leave of absence since March 17, 2022. In connection with Mr. Mathiesen’s resignation, on May 11, 2022, Mr. Mathiesen and the Company entered into a Separation Agreement and Release (the “Separation Agreement”). Under the Separation Agreement, Mr. Mathiesen will receive DKK1,605,000 (equivalent to US$227,080), which is the equivalent of six months of salary, car allowance and pension contributions, in a lump sum payment, less applicable deductions and withholdings within five days of the date of the Separation Agreement (the “Severance Amount”). In addition, Mr. Mathiesen agreed to cancel 144,000 unvested restricted stock units (“RSUs”), and return, for no value, 39,133 shares of common stock previously issued to him upon the vesting of RSUs, in exchange for 80,000 new RSUs which will vest on December 31, 2022, subject to Mr. Mathiesen’s compliance with the restrictive covenants set forth in the Separation Agreement.

The foregoing summary of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each, copies of which are attached as Exhibit 10.1 hereto.

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Page
PART I. FINANCIAL INFORMATION

~~Item 1. Financial Statements~~	5

~~Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020~~Item 1. Financial Statements	5

Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	5

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and March 31, 2021 ~~and June 30, 2020~~ (unaudited)	7

Condensed Consolidated Statement of Stockholder’s Equity for the period ended ~~June 30,~~March 31, 2022 and March 31, 2021 ~~and June 30, 2020~~ (unaudited)	9

Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and March 31, 2021 ~~and June 30, 2020~~ (unaudited)	10

Notes to Condensed Consolidated Financial Statements (unaudited)	12

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk	31

Item 4. Controls and Procedures	31

PART II. OTHER INFORMATION	32

Item 1. Legal Proceedings	32

Item 1A. Risk Factors	32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3. Defaults Upon Senior Securities	32

Item 4. Mine Safety Disclosures	32

Item 5. Other Information	32

Item 6. Exhibits	33

~~Item 4. Controls and Procedures~~	33

~~PART II. OTHER INFORMATION~~

~~Item 1. Legal Proceedings~~SIGNATURES	34

~~Item 1A. Risk Factors~~	34

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	34

~~Item 3. Defaults Upon Senior Securities~~	34

~~Item 4. Mine Safety Disclosures~~	34

~~Item 5. Other Information~~	34

~~Item 6. Exhibits~~	35

~~SIGNATURES~~	36

	As of		As of		As of		As of
	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
	(Unaudited)				(Unaudited)
Assets

Current Assets:
Cash, Cash equivalents and Restricted cash	$	25,116,746	$	13,264,449
Accounts receivable, net of allowance for doubtful accounts of $532,822 and $498,044 at June 30, 2021 and December 31, 2020, respectively		2,404,608		3,129,109
Inventories, net of allowance for excess and obsolete inventory of $622,403 and $723,949 at June 30, 2021 and December 31, 2020, respectively		5,574,487		5,522,038
Cash and restricted cash					$	11,227,061	$	17,489,380
Accounts receivable, net of allowance for doubtful accounts of $312,677 and $409,076 at March 31, 2022 and December 31, 2021, respectively						2,152,606		1,957,579
Inventories, net of allowance for excess and obsolete inventory of $262,901 and $268,470 at March 31, 2022 and December 31, 2021, respectively						5,809,602		5,421,027
Contract assets		1,787,259		2,708,136		2,437,924		1,906,510
Prepaid expenses and other current assets		828,881		1,031,194		2,651,618		1,292,285

Total Current Assets		35,711,981		25,654,926		24,278,811		28,066,781

Long-Term Assets:
Property and Equipment, net of accumulated depreciation of $8,099,277 and $8,908,145 at June 30, 2021 and December 31, 2020, respectively		9,823,625		10,321,511
Property and equipment, net of accumulated depreciation of $7,829,488 and $7,554,803 at March 31, 2022 and December 31, 2021, respectively						8,383,826		8,858,993
Operating lease right-of-use assets		4,678,293		4,947,734		6,613,073		6,925,807
Deposits and other assets		530,419		545,673		618,995		628,109
Intangible assets, net of accumulated amortization of $317,395 and $269,441 at June 30, 2021 and December 31, 2020, respectively		408,186		480,060
Intangible assets, net of accumulated amortization of $376,375 and $357,231 at March 31, 2022 and December 31, 2021, respectively						301,244		334,743
Goodwill		251,928		260,233		235,275		240,259

Total Long-Term Assets		15,692,451		16,555,211		16,152,413		16,987,911

Total Assets	$	51,404,432	$	42,210,137	$	40,431,224	$	45,054,692

	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Allowance for doubtful accounts at the beginning of the period	$	498,044		$	612,434		$	409,076		$	498,044
Bad debt expense		76,280			320,270			(88,776	)		(28,499	)
Receivables written off during the periods		(24,895	)		(484,265	)		0			(24,415	)
Effect of currency translation		(16,607	)		49,605			(7,623	)		(36,054	)
Allowance for doubtful accounts at the end of the period	$	532,822		$	498,044		$	312,677		$	409,076

	For the Three Months				For the Six Months										For the Three months ended
	Ended June 30,				Ended June 30,				*% Distribution*						*March 31,*
	2021		2020		2021		2020		*2022*			*2021*			*2022*		*2021*
United States and Canada	$	195,611	$	307,480	$	361,199	$	433,962
North America										4	%		4	%	$	139,307	$	165,588
Australia		235,157		61,706		259,851		103,961		1	%		1	%		35,399		32,141
South America		596		12,043		596		22,939
Asia		1,223,875		292,756		2,329,217		2,326,044		22	%		28	%		799,965		1,157,155
Europe		2,361,324		3,967,498		5,063,577		12,036,421		73	%		67	%		2,662,564		2,642,993
	$	4,016,563	$	4,641,483	$	8,014,440	$	14,923,327		100	%		100	%	$	3,637,236	$	3,997,877

	For the Three Months				For the Six Months										For the Three Months
	Ended June 30,				Ended June 30,				*% Distribution*						*Ended March 31,*
	2021		2020		2021		2020		*2022*			*2021*			*2022*		*2021*
Liquid filters and systems	$	1,080,004	$	2,551,710	$	2,237,340	$	10,531,998		16	%		30	%	$	592,990	$	1,157,336
Diesel particulate filters		1,810,743		1,160,695		3,741,807		2,720,757		52	%		48	%		1,880,118		1,931,064
Plastic components		1,016,370		762,384		1,830,396		1,343,794		31	%		20	%		1,138,597		814,025
Development projects		109,446		166,694		204,897		326,778		1	%		2	%		25,530		95,452
	$	4,016,563	$	4,641,483	$	8,014,440	$	14,923,327		100	%		100	%	$	3,637,236	$	3,997,877

	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended
	June 30,						June 30,						March 31,
	2021			2020			2021			2020			2022			2021

Net Loss		(3,098,108	)		(2,563,811	)		(5,557,537	)		(2,260,312	)		(3,746,424	)		(2,459,429	)

Other Comprehensive Income - Currency Translation, Net		368,104			739,777			(943,417	)		243,818			(355,891	)		(1,311,521	)

Total Comprehensive Loss	$	(2,730,004	)	$	(1,824,034	)	$	(6,500,954	)	$	(2,016,494	)	$	(4,102,315	)	$	(3,770,950	)

	June 30, 2021			December 31, 2020
Cost incurred	$	3,894,477		$	3,997,161
Unbilled project deliveries		524,288			1,015,977
VAT		287,773			446,608
Other receivables		110,364			75,010
Prepayments		(4,121,938	)		(3,112,118	)
Deferred Revenue		(815,048	)		(866,680	)
	$	(120,084	)	$	1,555,958

Distributed as follows:
Contract assets	$	1,787,259		$	2,708,136
Contract liabilities		(1,907,343	)		(1,152,178	)

	●	Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;
	●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	●	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

	Operating lease			Finance lease			Operating Lease			Finance lease
2021 (remaining 6 months)	$	488,964		$	236,491
2022		932,806			471,310
2022 (remaining 9 months)							$	922,725		$	329,688
2023		831,117			466,378			1,220,130			435,549
2024		673,369			467,383			1,072,809			436,488
2025		350,996			463,574			789,504			432,931
2026								814,186			396,284
Thereafter		2,969,711			1,447,967			3,782,380			955,968
Total payment under lease agreements		6,246,963			3,553,103			8,601,733			2,986,908
Less imputed interest		(1,568,670	)		(347,537	)		(1,857,124	)		(264,017	)
Total lease liability	$	4,678,293		$	3,205,566		$	6,744,609		$	2,722,891

	June 30, 2021			December 31, 2020
Convertible Note	$	16,800,000			0
Less: unamortized debt issuance costs		(2,796,591	)		0
Convertible Note payable	$	14,003,409		$	0

Current portion of Convertible Note payable		3,360,000			0
Convertible Note payable, less current portion		10,643,409			0
Convertible Note payable	$	14,003,409		$	0

	March 31, 2022			March 31, 2021
Convertible note	$	15,960,000			0
Less: unamortized debt issuance costs		(1,915,726	)		0
Convertible note payable	$	14,044,274		$	0

Current portion of convertible note payable		10,080,000			0
Convertible note payable, less current portion		3,964,273			0
Convertible note payable	$	14,044,274		$	0

	For the Six Months Ended June 30,						For the Three Months Ended March 31,
	2021			2020			2022			2021
Net Income (Loss) attributable to LiqTech International Inc.	$	(5,557,537	)	$	(2,260,312	)
Net (Loss)							$	(3,746,424	)	$	(2,459,429	)
Weighted average number of common shares used in basic earnings per share		21,723,578			20,758,855			21,350,455			21,677,186
Effect of dilutive securities, stock options, RSUs, and warrants		0			0			0			0
Weighted average number of common shares and potential dilutive common shares outstanding used in dilutive earnings per share		21,723,578			20,758,855			21,350,455			21,677,186

	~~2021~~
~~Warrants outstanding at January 1~~		~~515,000~~
~~Exercises and conversions~~		0
~~Warrants outstanding at June 30~~		~~515,000~~

	2022		2021
Warrants outstanding at January 1		1,015,000		515,000
Common stock exchanged to prefunded warrant		0		0
Exercises and conversions		0		0
Warrants outstanding at March 31		1,015,000		515,000

	June 30, 2021
	Number of units			Weighted Average Grant-Date Fair value			Aggregated Intrinsic Value

Outstanding, December 31, 2020		128,299		$	5.79		$	283,541
Granted		59,073			8.90			-
Vested and settled with share issuance		(41,912	)		(5.65	)		-
Forfeited		0			0			-
Outstanding, June 30, 2021		145,460		$	7.09		$	33,456

	March 31, 2022
	Number of units			Weighted Average Grant-Date Fair value			Aggregated Intrinsic Value

Outstanding, December 31, 2021		149,636		$	6.59		$	0
Granted		479,208			3.34			-
Vested and settled with share issuance		(66,982	)		(6.56	)		-
Forfeited		-			-			-
Outstanding, March 31, 2022		561,862		$	3.82		$	0

	June 30, 2021			December 31, 2020
Customer A		12	%		16	%
Customer B		0			39	%
Customer D		12	%		12	%

	For the period ended
Total assets	June 30, 2021		December 31, 2020
Water	$	12,166,764	$	14,033,107
Ceramics		15,747,698		16,734,371
Plastics		2,352,040		2,022,381
Other		21,137,930		9,420,278
Total consolidated assets	$	51,404,432	$	42,210,137

	●	~~Retain~~Develop and ~~acquire~~reinforce new ~~customers in the marine industry~~products and applications to provide clean water and reduce pollution. We currently provide water filtration systems for scrubber technology providers, shipowners, and ship ~~operators.~~operators as well as tailored filtration systems for oil & gas operators and services companies. We are expanding our range of ~~marine~~ products to better leverage existing customer relationships and develop new ~~relationships.~~relationships within the oil & gas, marine, and global chemical industries.

	●	~~Enter~~Better penetrate existing end markets where our value proposition is strong We have successfully sold products and installed systems into several end markets--including automotive/transportation, clean water and pool filtration, marine, industrial wastewater, and oil & gas. We are focused on targeting and activating new ~~geographic~~customers in these end markets ~~and expand existing markets. We plan to continue to manufacture and sell our products from our manufacturing center in Denmark. We work~~while working with distributors, agents, and partners to access other important geographic markets.

	●	~~Strengthen~~Develop new end markets for our ~~position in the DPF market.~~ We believe that we have a strong position in the retrofit market for diesel particulate filter (DPF) systems where we intend to advance our efforts to maintain our market position in this area. Furthermore, we intend to leverage our OEM market experience by expanding our presence with newcore products and ~~markets relating to diesel particulate filter systems.~~

	●	~~Develop and improve technologies and enter~~applications~~new end markets.~~ ~~We intend to continue to develop our ceramic membranes and improve the efficiency of our filtration products. Through continuous research and development, we intend to find new uses for our~~. Our existing products and ~~plan~~systems are relevant for and valuable to ~~expand into new~~other end markets, ~~that offer the company significant opportunities.~~

	●	~~Focus on the development and sales of standardized water filtration and treatment systems.~~ ~~We will continue our focus on selling systems based on our unique SiC membranes,~~ and we ~~will also combine the ceramic membranes~~regularly evaluate opportunities to partner with ~~other technologies~~strategic customers to ~~offer our customers complete filtration solutions. Moreover, we will continue developing smaller standard systems, like those for groundwater treatment~~perfect new applications and ~~residential swimming pools.~~validate associated value propositions.

	Six Months Ended June 30,
													Period to Period Change
	2021			As a % of Sales			2020			As a % of Sales			$			Percent %
Revenue		8,014,440			100.0	%		14,923,327			100.0	%		(6,908,887	)		(46.3	)%
Cost of Goods Sold		7,579,115			94.6			11,789,788			79.0			(4,210,673	)		(35.7	)
Gross Profit		435,325			5.4			3,133,539			21.0			(2,698,214	)		(86.1	)

Operating Expenses
Selling expenses		2,212,084			27.6			1,282,747			8.6			929,337			72.4
General and administrative expenses		2,721,802			34.0			3,059,530			20.5			(337,728	)		(11.0	)
Research and development expenses		872,236			10.9			627,513			4.2			244,723			39.0
Total Operating Expenses		5,806,122			72.4			4,969,790			33.3			836,332			16.8

Loss from Operations		(5,370,797	)		(67.0	)		(1,836,251	)		(12.3	)		(3,534,546	)		192.5

Other Income (Expense)
Interest and other income		-			-			4,737			0.0			(4,737	)		(100.0	)
Interest expense		(256,017	)		(3.2	)		(61,538	)		(0.4	)		(194,479	)		316.0
Amortization discount, Convertible Note		(251,804	)		(3.1	)		-			-			(251,804	)		-
Fair value adjustment of warrants		-			-			(236,900	)		(1.6	)		236,900			(100.0	)
Loss on currency transactions		287,988			3.6			(160,934	)		(1.1	)		448,922			(278.9	)
Gain (loss) on sale of fixed assets		1,134			0.0			-			-			1,134			-
Total Other Income (Expense)		(218,699	)		(2.7	)		(454,635	)		(3.0	)		235,936			(51.9	)

Loss Before Income Taxes		(5,589,496	)		(69.7	)		(2,290,886	)		(15.4	)		(3,298,610	)		144.0
Income Tax Benefit		(31,959	)		(0.4	)		(30,574	)		(0.2	)		(1,385	)		4.5

Net Loss		(5,557,537	)		(69.3	)		(2,260,312	)		(15.1	)		(3,297,225	)		145.9

	●	The assessment of revenue recognition, which impacts revenue and cost of sales;
	●	the assessment of allowance for product warranties, which impacts gross profit;
	●	the assessment of collectability of ~~accounts~~Accounts receivable, which impacts operating expenses when and if we record bad debt or adjust the allowance for doubtful accounts;
	●	the assessment of recoverability of long-lived assets, which impacts gross profit or operating expenses when and if we record asset impairments or accelerate their depreciation;
	●	the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes;
	●	the valuation of inventory, which impacts gross profit; and
	●	the recognition and measurement of loss contingencies, which impact gross profit or operating expenses when we recognize a loss contingency, revise the estimate for a loss contingency, or record an asset impairment.

3.1	Articles of Incorporation, as amended as of April 28, 2022	Filed herewith

10.1	Separation Agreement and Release between LiqTech International A/S and Sune Mathiesen dated May 11, 2022	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

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

	LiqTech International, Inc.

Dated: ~~August 16, 2021~~May 12, 2022	/s/ ~~Sune Mathiesen~~Alexander J. Buehler
	~~Sune Mathiesen,~~Alexander J. Buehler, Interim Chief Executive Officer
	(Principal Executive Officer)


Dated: ~~August 16, 2021~~May 12, 2022	/s/ ~~Claus Toftegaard~~Simon S. Stadil
	~~Claus Toftegaard,~~Simon S. Stadil, Chief Financial Officer
	(Principal Financial and Accounting Officer)