Table of Contents

 

As filed with the Securities and Exchange Commission on September 3February 9, 20212022

Registration No. 333-

 

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

LIQTECH INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-1431677

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

(I.R.S. Employer Identification No.)Number)

 

Industriparken 22C,

DK2750 Ballerup, Denmark
+45 3131 5941

(Address, including zip code, and telephone number,Telephone Number, including area code, of registrant’s principal executive offices)Registrants Principal Executive Offices)

 

Claus Toftegaard
Chief Financial Officer
c/o LiqTech North AmericaNational Registered Agents, Inc.
1804 Buerkle Road
White Bear Lake, MN 55110
(651) 773-5850 (telephone number)
+45 4593 4983 (facsimile number)701 S. Carson Street, Suite 200

Carson City, Nevada 89701

775.888.4070

(Name, address,Address, including zip code, and telephone number,Telephone Number, including area code, of agentAgent for service)Service)

Copies to: 

With copies to:

Clayton E. Parker, Esq.

Eric X. OConnor, Esq.

K&L Gates LLP

200 South Biscayne Boulevard, Suite 3900

Miami, Florida 33131

Telephone: 305.539.3300
Facsimile: 305.358.7095

 

Approximate Date of Proposed Sale to the Public:From time to time after this Registration Statement becomes effective.effective

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (“Securities Act”Act), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

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

 

 

 

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

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

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

 

Large accelerated filer

Smaller reporting companyAccelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Accelerated filer

 

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

Proposed

Maximum

Offering Price

Per Security(2)

Proposed

Maximum
Aggregate

Offering Price(2)

Amount of

Registration Fee(3)

Common Stock, par value $0.001 per share

 

3,860,000

$5.02

$19,377,200

$2,114.05

(1)

Consists of 3,860,000 shares of common stock offered by the selling stockholder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee, based on the average of the $5.10 (high) and $4.94 (low) prices for our common stock as quoted on The Nasdaq Capital Market on August 30, 2021 in accordance with Rule 457(c) under the Securities Act.

(3)

Calculated in accordance with Rule 457(a) under the Securities Act as of September 3, 2021.

 

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

 



 

 

The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED February 9, 2022

PRELIMINARY PROSPECTUS

PROSPECTUS

SUBJECT TO COMPLETION

September 3, 2021

 

LiqTech International, Inc.

3,860,000 Shares$100,000,000 of Common Stock

 

This prospectus relates toLiqTech International, Inc., a Nevada corporation (“us”, “we”, “our”, or theCompany”), may offer and salesell from time to time, byin one or more series or issuances and on terms that we will determine at the selling stockholder identified intime of the section entitled “Selling Stockholder” of up to an aggregate of 3,860,000offering, shares of our common stock, comprised entirely of shares held by the selling stockholder.

The shares of common stockpar value $0.001 per share (“Common Stock”) described in this prospectus, or in anyup to an aggregate amount of $100,000,000.

This prospectus provides you with a general description of the securities offered. Each time we offer and sell securities, we will file a prospectus supplement to this prospectus may be sold from time to time pursuant to this prospectus bythat contains specific information about the selling stockholder in ordinary brokerage transactions, in transactions in which brokers solicit purchases, in negotiated transactions, or in a combination of such methods of sale, at marketoffering and, if applicable, the amounts, prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices or prices subject to change, or at negotiated prices. See “Selling Stockholder” and “Plan of Distribution.” We cannot predict when or in what amounts the selling stockholder may sell anyterms of the shares offered by this prospectus.

We are not selling any shares of our common stock, and we will not receive any of the proceeds from the sale of shares by the selling stockholder. The selling stockholder will pay all brokerage fees and commissions and similar sale-related expenses. We are only paying expenses relating to the registration of the shares with the U.S. Securities and Exchange Commission. The registration of the shares of our common stock does not necessarily mean that any of such shares will be offered or sold by the selling stockholder. A supplement to this prospectussecurities. Such supplements may also add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

We may offer and sell the securities described in this prospectus and any prospectus supplement together withdirectly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the documents we incorporate by reference, carefully before you invest.sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commission or discounts.

 

Our common stockCommon Stock is listedcurrently quoted on Thethe Nasdaq StockCapital Market LLC under the symbol “LIQT”. On August 30, 2021,February 8, 2022 the last reported sale price of our Common Stock on the Nasdaq Capital Market was $5.01$5.99 per share.

 

Investing in our securities involves a high degree of risk. See the section entitled Risk Factors on page 52 of this prospectus and in the documents we filed with the Securities and Exchange Commission that are incorporated in this prospectus by reference for certain risks and uncertainties you should consider.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

This prospectus is dated February 9, 2021.2022.

 

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS

 

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About This ProspectusPROSPECTUS SUMMARY

 

1

Prospectus SummaryRISK FACTORS

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

3

Risk FactorsUSE OF PROCEEDS

 

5

Documents Incorporated by ReferenceDESCRIPTION OF OUR CAPITAL STOCK

14

Cautionary Note Regarding Forward-Looking Statements

 

6

Use of ProceedsPLAN OF DISTRIBUTION

7

Plan of Distribution

12

Description of Our Capital Stock

 

8

Legal MattersLEGAL MATTERS

 

159

ExpertsEXPERTS

 

159

Disclosure of Commission Position on IndemnificationDISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

 

9

WHERE YOU CAN FIND MORE INFORMATION

 

159

DOCUMENTS INCORPORATED BY REFERENCE

 

9

 

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ABOUT THIS PROSPECTUS

 

This prospectus of LiqTech International, Inc., a Nevada corporation (collectively with all of its subsidiaries, the “Company”, “LiqTech”, or “we”, “us”, or “our”) is a part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (“SEC”) pursuant to which the selling stockholder named hereinutilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, offersell the securities described in this prospectus in one or more offerings up to a total dollar amount of $100,000,000 as described in this prospectus.

The registration statement of which this prospectus is a part provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference, can be read on the SEC website or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

We will provide a prospectus supplement containing specific information about the amounts, prices and terms of the securities for a particular offering. The prospectus supplement may add, update or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement. See “Where You Can Find More Information” for more information.

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or otherwise dispose ofsolicitations to buy the shares of our common stock covered by this prospectus.securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus is accurate onor any date subsequent toprospectus supplement, as well as the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent tofile or previously filed with the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to whichSEC that we have referred you under the captions “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus.

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporatedincorporate by reference in this prospectus. You must not rely uponprospectus or any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitationsupplement, is accurate as of an offer to buy any of our shares of common stockdate other than the sharesdate of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitationsuch document. Our business, financial condition, results of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about,operations and to observe, any restrictions as to the offering and the distribution of this prospectus applicable toprospects may have changed since those jurisdictions.dates.

 

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PROSPECTUS SUMMARY

 

Our CompanyThe items in the following summary are described in more detail later in this prospectus. This summary does not contain all of the information you should consider. Before investing in our securities, you should read the entire prospectus carefully, including the Risk Factors beginning on page 2 and the financial statements incorporated herein by reference.

Overview

 

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.

 

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Securities Purchase AgreementOur Strategy

 

On March 24, 2021, weOur strategy is to create stockholder value by leveraging our competitive strengths in silicon carbide filters, membranes, and HT Investments MA, LLC (“HT Investments”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which we agreed to issue and sell a $15.0 million principal amount Senior Convertible Note due 2023 (the “Note”) and an aggregatewater treatment solutions through our focus on discrete applications in key end markets. Essential features of 80,000 shares (the “Shares” and, together with the Note, the “Securities”) of common stock, par value $0.001 per share (the “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”), in each case in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act. The sale of the Shares and the Note closed on April 8, 2021 (the “Closing Date”)our strategy include:

Retain and acquire new customers in the marine industry.  We currently provide water filtration systems for scrubber technology providers, shipowners, and ship operators. We are expanding our range of marine products to better leverage existing customer relationships and develop new relationships.

Enter new geographic markets and expand existing markets. We plan to continue to manufacture and sell our products from our manufacturing center in Denmark and from our recently leased premises in China. We work with distributors, agents, and partners to access other important geographic markets.

Strengthen 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 new products and markets relating to diesel particulate filter systems.

Develop and improve technologies and enternew 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 products and plan to expand into new 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 with other technologies to offer our customers complete filtration solutions. Moreover, we will continue developing smaller standard systems, like those for groundwater treatment and residential swimming pools.

 

The Note is a senior, unsecured obligation of theOur Company payable at 112% of the principal amount at maturity on October 1, 2023, or earlier upon redemption or repurchase as set forth in the Note. The Note is convertible into shares of Common Stock issuable pursuant to the terms of the Note (“Conversion Shares”), in part or in whole, from time to time, at the election of the Holder. The initial conversion rate will be based on 120% of the average of the volume-weighted average price (“VWAP”) for March 24, 2021 and the five (5) trading days commencing March 26, 2021, which is initially 100.6749 shares of Common Stock per $1,000 principal amount of Notes. The conversion rate is subject to anti-dilution adjustments, and the Note has beneficial ownership limitations such that the Company may not issue Conversion Shares in the event that the Holder would own in excess of 4.99% of the Common Stock following such issuance, or if all such issuances of Conversion Shares under the Note in would in the aggregate equal 20% of the Company’s outstanding Common Stock prior to stockholder approval. 

 

Beginning on March 1, 2022, and on the first day of each calendar month thereafter, at the election of the Investor or other holder of the Note (the “Holder”), 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 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 days preceding the payment date, which shall in no case be less than the floor price of $1.75 per share (the “Market Price”). The Holder or the Company may also elect for the Company to redeem the Notes at a 115% of the principal amount, in cash or in Common Stock as set forth in the Note, if the Company undergoes a fundamental change, as described in 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.

Pursuant to the Purchase Agreement, the Company is required to register the Securities pursuant to an effective registration statement within 180 days from Closing, and the Purchase Agreement contains customary covenants with respect to such registration rights, as well as certain liquidated damages provisions for failing to comply with the timing obligations for the filing and effectiveness of the registration statement and certain customary indemnification obligations.

About Us

We filed our Articles of Incorporation on July 1, 2004 and are incorporated under the laws of the State of Nevada. Our principal executive offices are located at Industriparken 22C, 2750 Ballerup, Denmark, and our telephone number is +45 3131 5941. We maintain an Internet website at www.liqtech.com.www.liqtech.com. Our website is not incorporated by reference into this prospectus. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file with or furnish them to the SEC and are available in print to any stockholder who requests a copy.  The information contained in, or accessible from, our website is not a part of this Annual Report. 

 

3

The OfferingAdditionally, the SEC maintains a website that contains reports, proxy statements, information statements and other information regarding issuers, including us, that file electronically with the SEC at www.sec.gov.

 

Common stock offered by the selling stockholder

3,860,000 shares of common stock.

Common stock outstanding

21,777,373 shares (including the 80,000 shares of Common Stock issued to the selling stockholder pursuant to the Securities Purchase Agreement)

Use of proceeds

The proceeds from the sale of the common stock covered by this prospectus will be received by the selling stockholder, and we will not receive any of such proceeds. However, we received proceeds of $15.0 Million from our sale of the Note to the selling stockholder pursuant to the Securities Purchase Agreement. These proceeds received from our sale of common stock and warrants to the selling stockholder under such securities purchase agreement, as amended, will be used for working capital, general corporate purposes and potential acquisitions. See “Use of Proceeds.”

Plan of distribution

The shares being offered hereby may be offered and sold from time to time by the selling stockholder named herein through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution.”

Nasdaq Capital Market symbol

LIQT

Risk factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in the section entitled “Risk Factors,” as well as any other information in this prospectus, any prospectus supplement and any document incorporated herein by reference, before purchasing our common stock.

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RISK FACTORS

 

An investment in any securities offered pursuant to this prospectus and the applicable prospectus supplementour Common Stock involves significant risks. You should carefully consider the risk factors incorporated by reference tocontained in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file afterfilings with the dateSEC, as well as all of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the risk factors and other information contained in the applicableany prospectus supplement, free writing prospectus and amendments thereto, before acquiringyou decide to invest in our Common Stock. Our business, prospects, financial condition and results of operations may be materially and adversely affected as a result of any of such securities.risks. The occurrencevalue of our Common Stock could decline as a result of any of these risks might cause you torisks. You could lose all or part of your investment in our Common Stock. Some of our statements in sections entitled Risk Factors are forward-looking statements. You should also consider the offered securities.  risks, uncertainties and assumptions discussed under PartIItem1ARisk Factors of our most recent Annual Report on Form10-K that is incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.

 

If the selling stockholder sells allRISKS RELATED TO OUR BUSINESS AND OPERATIONS

Changes in Chinas political, social, regulatory or a portioneconomic environments may affect our financial performance.

Our financial performance may be affected by changes in China’s political, social, regulatory or economic environments. The role of the sharesChinese central and local governments in the Chinese economy is significant. Chinese policies toward hazardous materials, environmental controls, air pollution, economic liberalization, laws and policies affecting technology companies, foreign investment, currency exchange rates, taxation structure and other matters could change, resulting in greater restrictions on our ability to do business and operate our manufacturing facilities in China. We have observed a growing fluidity and tightening of regulations concerning hazardous materials, other environmental controls and air pollution. The Chinese government could revoke, terminate or suspend our operating licenses for reasons related to environmental control over the use of hazardous materials, air pollution, labor complaints, national security and similar reasons without compensation to us. Further, the central government encourages employees to report to the appropriate regulatory agencies possible safety or environmental violations, but there may not be actual violations. Any failure on our part to comply with governmental regulations could result in the loss of our common stock covered by this prospectus, itability to manufacture our products. Further, any imposition of surcharges or any increase in Chinese tax rates or reduction or elimination of Chinese tax benefits could causehurt our common stock price to decline.financial results.

 

The saleChinese central government is increasingly aware of air pollution and other forms of environmental pollution and their reform efforts can impact our manufacturing, including intermittent mandatory shutdowns.

The Chinese central government is demonstrating strong leadership to improve air quality and reduce environmental pollution. These efforts have impacted manufacturing companies through mandatory shutdowns, increased inspections and regulatory reforms. In days of severe air pollution the government has ordered manufacturing companies to stop all production. In the fourth quarter of 2017, many manufacturing companies in the greater Beijing area were instructed by the selling stockholderlocal government to cease most manufacturing for several days until the air quality improved. In the first quarter of 2018, from February 27 to March 31, over 300 manufacturing companies were again intermittently shut down by the local government for a total of ten days, or 30 percent of the shares of our common stock covered by this prospectus could depressremaining calendar days, due to severe air pollution. Many companies’ shipments were delayed and revenues for the market price for our common stock. Such sales may also make it more difficult for us to sell equity securitiesquarter were negatively impacted. We expect that mandatory factory shutdowns will occur in the futurefuture. If the frequency of such shutdowns increases, especially at the end of a timequarter, or if the total number of days of shutdowns prevents us from producing enough filters to ship, then these shutdowns will have a material adverse effect on our manufacturing output, revenue and at a price that we deem appropriate to raise funds through future equity offerings of our common stock.factory utilization.

 

52

If China places restrictions on freight and transportation routes and on ports of entry and departure this could result in shipping delays or increased costs for shipping.

In August 2015, there was an explosion at the Port of Tianjin, China. As a result of this incident, the government placed restrictions on importing certain materials and on freight routes used to transport these materials. If the government were to place additional restrictions on the transportation of materials, then our ability to transport our raw materials or products could be limited and result in manufacturing delays or bottlenecks at shipping ports, affecting our ability to deliver products to our customers. During periods of such restrictions, we may increase our stock of critical materials for use during the period that these restrictions are likely to last, which will increase our use of cash and increase our inventory level. Any of these restrictions could materially and adversely impact our results of operations and our financial condition.

Our international operations are exposed to potential adverse tax consequence in China.

Our international operations create a risk of potential adverse tax consequences. Taxes on income in our China-based companies are dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm's length basis. Due to inconsistencies among taxing authorities in application of the arm's length standard, transfer pricing challenges by tax authorities could, if successful, materially increase our consolidated income tax expense. We will be subject to tax audits in China and an audit could result in the assessment of additional income tax against us. This could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made and could result in increases to our overall tax expense in subsequent periods. Various taxing agencies in China are increasingly focused on tax reform and other legislative action to increase tax revenue.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements“forward-looking statements” within the meaning of Section 27Athe safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “continuing,” “ongoing,” “strategy,” “future,” “likely,” “may,” “should,” “could,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding expected operating results, such as anticipated revenue; anticipated levels of capital expenditures for our current fiscal year; our belief that we have, or will have, sufficient liquidity to fund our business operations during the next 12 months; strategy for gaining customers, growth, product development, market position, financial results and reserves.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and objectives of management for future operationsstrategies, projections, anticipated events and market trends, and expectations. Such statements involve known and unknown risks, uncertaintiesthe economy 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. Theconditions. Because forward-looking statements included hereinrelate to the future, they are based on current expectations that involve numeroussubject to inherent uncertainties, risks and uncertainties. Our plans and objectives are based,changes 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 whichcircumstances that are difficult or impossible to predict accurately and many of which are beyondoutside of our control. This is especially underlined byOur actual results and financial condition may differ materially from those indicated in the anticipated impactsforward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

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

Our dependence on a few major customers and our ability to develop and maintain relationships with additional customers;

Our anticipated need to raise funds through equity offerings or debt financings;

The expected impact on demand for our products due to supply chain disruptions and market volatility within the global marine transportation market in response to the COVID-19 pandemic;

The potential impact on our business operations of changes in national, regional, and global economic, legislative, and political landscapes;

Our dependence on experienced managers to attract and retain qualified personnel;

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Our need and ability to hire additional qualified personnel as our business expands;

The dependence of our growth on the availability of funding for emissions control programs and the enforcement of emissions-related environmental regulations;

Our ability to manage our future growth through operational or financial system adaptations and by training an expanding employee base;

Our ability to adapt our products to adhere to evolving governmental emission-related standards;

Our ability to establish and enforce intellectual property rights and to prevent the disclosure or publication of our trade secrets and other confidential information;

Our ability to retain intellectual property that we develop during performance of our contracts with private and governmental third parties;

The potential cost and outcome of adversarial intellectual property litigation;

The possibility that customers may find our competitors’ products acceptable or superior to ours, which may adversely impact our sales;

The dependence of our manufacture and supply of products on our ability to timely source raw materials and core manufacturing equipment and machines at acceptable prices in the current environment of strained supply chains;

The impact on our financial performance of foreign currency rate fluctuation;

The risk of liability arising from claims of environmental damage, personal injury, and property damages in connection with our manufacturing operations;

The ability of an investor to obtain or enforce within the United States any judgment against us or our directors and assets located outside the United States;

Our realization of the expected benefits of our subsidiary’s joint venture agreement to supply and operate water treatment systems for Middle Eastern oil and gas producers, or other joint ventures agreements we may enter into in the future;

Our ability to maintain and assess the effectiveness of our internal control over financial reporting, and in turn, our ability to make and disclose accurate financial reports, which may impact the market price of our stock and investor confidence in the reliability of our financial reports;

Our ability to maintain and update the security and integrity of our information technology systems including risk of cyber-attack;

The dilutive effect of an issuance of common or preferred stock in connection with future equity financing or equity debt agreements;

The fluctuation and volatility of the market price of our common stock;

The effect of changes in China’s political, social, regulatory or economic environments on our financial performance;

The possibility that our manufacturing capacity will be diminished by production shutdowns by the Chinese government aimed at reducing environmental pollution;

Potential shipping delays or increased shipping costs due to restrictions on freight and transportation routes; and

Our international operations exposing us to adverse tax consequences in China.

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under Item 1.A “Risk Factors” contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Many factors could cause our actual results to differ materially from the COVID-19 pandemicforward-looking statements. In addition, we cannot assess the impact of each factor on the Company, including the related effects to our business operations,or the extent to which any factor, or combination of factors, may cause actual results of operations, cash flows, and financial position. Although we believe that our assumptions underlying theto differ materially from those contained in any forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that thestatements.

Any forward-looking statements includedstatement made by us in this prospectus will proveis based only on information currently available to be accurate. In lightus and speaks only as 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.date on which it is made. We undertake no obligation to revise orpublicly update publicly any forward-looking statements for any reason. Further information about the risks and uncertaintiesstatement, whether written or oral, that may impact us are describedbe made from time to time, whether as a result of new information, future developments or incorporated by reference in “Risk Factors” beginning on page 5. You should read that section carefully. You should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus.otherwise.

 

6
4

 

USE OF PROCEEDS

 

We will not receive anyretain broad discretion over the use of the net proceeds to us from the sale of the common stock by the selling stockholder named inour securities under this prospectus. Unless otherwise provided in the applicable prospectus supplement, we currently intend to use the net proceeds of this offering to fund the growth of the business in Denmark and overseas, including adding manufacturing capacity through equipment purchases, funding continued research and development efforts, for general corporate purposes, and the potential insourcing of currently outsourced manufacturing. If our expected additions to our manufacturing capacity, continued research and development efforts or insourcing of currently outsourced manufacturing do not materialize for any reason, we reserve the right to use all of the net proceeds from this offering for general corporate and operations purposes. Pending any such use, we reserve the right to temporarily invest the proceeds in short-term interest-bearing, investment-grade securities. The expected use of net proceeds of this offering represents our current intentions based on our present plans and business conditions. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering.

 

7
5

 

DESCRIPTION OF OUR CAPITAL STOCK

The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation, as amended (the “articles of incorporation”) and our Restated Bylaws (the “Bylaws”), each of which are incorporated by reference to this prospectus. We encourage you to read our articles of incorporation, our bylaws and the applicable provisions of the Nevada Revised Statutes for additional information.

 

General

 

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 2,500,000 shares of preferred stock, par value $0.001 per share. As of August 31, 2021,February 9, 2022, we had 21,777,37321,352,688 shares of common stock issued and outstanding and no shares of preferred stock issued or outstanding.

 

Common Stock

 

Voting -- Holders of our 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 which may at the time be outstanding, holders of our 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 of the Company, 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 our common stock will be entitled to share ratably in the distribution of any of our remaining assets.

 

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

 

Indemnification of Directors and Executive Officers and Limitation on Liability

 

The Company’s Articles of Incorporation provide that no director or officer of the CorporationCompany shall be personally liable to the CorporationCompany or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

 

The Bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

 

The Bylaws provide that the Company must pay the costs incurred by any person entitled to indemnification in defending a proceeding as such costs are incurred and in advance of the final disposition of a proceeding; provided however, that the Company must pay such costs only upon receipt of an undertaking by or on behalf of such person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Company.

 

6

The Bylaws provide that the Company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer.

 

Nevada Revised Statutes 78.751 and 78.7502 have provisions that provide for discretionary and mandatory indemnification of officers, directors, employees, and agents of a corporation. Under these provisions, such persons may be indemnified by a corporation against expenses, including attorney’s fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful.

8

 

To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter, the Nevada Revised Statues provide that he must be indemnified by the Company against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.

 

Section 78.751 of the Nevada Revised Statues also provides that any discretionary indemnification, unless ordered by a court or advanced by the Company, may be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 

 

By the stockholders;

 

By the Company’s Board of Directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding;

 

If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

 

9

SELLING STOCKHOLDER

This prospectus relates to the offer and sale from time to time by the selling stockholder identified below of up to an aggregate of 3,860,000 shares of our common stock. The shares of our common stock issuable upon the conversion of the Note to the selling stockholder were offered and sold pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

We do not know how long the selling stockholder will hold the shares before selling them or how many shares the selling stockholder will sell and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares of common stock registered under the registration statement of which this prospectus is a part.

The following table sets forth the maximum number of shares of our common stock to be sold by the selling stockholder. The table also sets forth the name of the selling stockholder, the nature of any position, office, or other material relationship which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock to be owned by such selling stockholder after completion of the offering.

We prepared the table based on information provided to us by the selling stockholder. We have not sought to verify such information. Additionally, the selling stockholder may have sold or transferred some or all of its shares of our common stock in transactions exempt from the registration requirements of the Securities Act since the date on which the information in the table was provided to us. Other information about the selling stockholder may also change over time.

Except as otherwise indicated, each selling stockholder has sole voting and dispositive power with respect to such shares.

10

 

Shares of Common

Stock Beneficially

Owned Prior to the

Offering(1)(2)

 

Shares of

Common

Stock

Being

Offered

Hereby

 

Shares of Common

Stock Beneficially

Owned After

Completion of the

Offering(3)

Name of Selling Stockholder

 

Number

 

Percent(4)

 

Number

 

Number

 

Percent

HT Investments MA, LLC(5)

80,000

 

.3673%

 

3,860,000

 

*

 

*

(1)          Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of the selling stockholder, securities that are currently exercisable into shares of our common stock, or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding.

(2)         Ownership prior to the offering consists of 80,000 shares directly owned by the selling stockholder.

(3)         The selling stockholder may offer and sell all or part of the common stock covered by this prospectus, but no estimates can be made as to the amount of shares of common stock that will be held by the selling stockholder after the completion of this offering.

(4)          Calculated based on 21,777,373 shares of our common stock outstanding on August 31, 2021.

(5)          Hudson Bay Capital Management LP, the investment manager of HT Investments MA LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of HT Investments MA LLC and Sander Gerber disclaims beneficial ownership over these securities.

11
7

 

PLAN OF DISTRIBUTION

 

The shares of common stock listedWe may sell securities:

through underwriters;

through dealers;

through agents;

directly to purchasers; or

through a combination of any of these methods of sale.

In addition, we may issue the securities as a dividend or distribution to our existing securityholders.

We may directly solicit offers to purchase securities or agents may be designated to solicit such offers. We will, in the table appearingprospectus supplement relating to such offering, name any agent that could be viewed as an underwriter under “Selling Stockholder” are being registered to permit the resaleSecurities Act and describe any commissions that we must pay. Any such agent will be acting on a best-efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

The distribution of the shares by the selling stockholdersecurities may be affected from time to time afterin one or more transactions:

at a fixed price or prices that may be changed from time to time;

at market prices prevailing at the time of sale;

at prices related to such prevailing market prices; or

at negotiated prices.

Each prospectus supplement will describe the datemethod of this prospectus. There can be no assurance that the selling stockholder will sell any or alldistribution of the common stock offered hereby. Wesecurities and any applicable restrictions.

The prospectus supplement with respect to the securities of a particular series will not receive anydescribe the terms of the proceeds from the sale of the common stock by the selling stockholder. We will pay substantially all of the expenses incident to this offering of the shares by the selling stockholder to the public other than commissions and discounts of underwriters, brokers, dealers or agents.

The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly to purchasers or through one or more underwriters, broker-dealers or agents, at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methodssecurities, including the following:

 

 

onthe name of the agent or any national securities exchange or over-the-counter market on which the shares of common stock may be listed or quoted at the time of sale;underwriters;

 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;public offering or purchase price;

 

block trades in which a broker-dealer may attemptany discounts and commissions to sellbe allowed or paid to the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;or underwriters;

 

purchases by a broker-dealer, as principal, and a subsequent resale by the broker-dealer for its account;all other items constituting underwriting compensation;

 

in “at the market” offeringsany discounts and commissions to be allowed or through market makers into an existing market for the shares;paid to dealers; and

 

an exchange distribution in accordance withany exchanges on which the rules of the applicable exchange;

privately negotiated transactions;

 in transactions otherwise than on such exchanges or in the over-the-counter market;

through a combination of any such methods; or

through any other method permitted under applicable law.

12

In addition, the selling stockholder may enter into option, derivative or hedging transactions with respect to the shares, and any related offers or sales of shares may be made pursuant to this prospectus. For example, the selling stockholder may:

enter into transactions involving short sales of the shares by broker-dealers in the course of hedging the positions they assume with selling stockholder;

sell shares short itself and deliver the shares registered hereby to settle such short sales or to close out stock loans incurred in connection with their short positions;

write call options, put options or other derivative instruments (including exchange-traded options or privately negotiated options) with respect to the shares, or which they settle through delivery of the shares;

enter into option transactions or other types of transactions that require the selling stockholder to deliver shares to a broker, dealer or other financial institution, who may then resell or transfer the shares under this prospectus; or

lend or pledge the shares to a broker, dealer or other financial institution, which may sell the shares under this prospectus.securities will be listed.

 

In effecting sales, brokers-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate. If the selling stockholder effects such transactions by selling the common stock to or throughany underwriters broker-dealers or agents are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters broker-dealers or agents may receive commissionsand the terms of the related agreement with them.

If a dealer is utilized in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchaserssale of the common stock for whom they may act as agent orsecurities in respect of which the prospectus is delivered, we will sell such securities to whom they may sellthe dealer, as principal. UnderwritersThe dealer may sellthen resell such securities to or throughthe public at varying prices to be determined by such dealer at the time of resale.

Agents, underwriters, dealers and dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.

The selling stockholder and any underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, commissions or concessions received by any underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Any selling stockholder who is an “underwriter” within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange Act and the rules thereunder relating to stock manipulation.

In order to comply with the securities laws of some states, the shares sold in those jurisdictions may only be sold through registered or licensed brokers or dealers. In addition, in some states, the shares may not be sold unless the shares have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

Underwriters, dealers and agents who participate in the distribution of securities and their controllingother persons may be entitled under agreements that they may be enteredenter into with us to indemnification by us and the selling stockholder against certain civil liabilities, including liabilities under the Securities Act,Act.

Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.

In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over-allot in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to contribution with respect to payments thatstabilize the price of the securities or of any such other securities, the underwriters dealersmay bid for, and purchase, the securities or agents and their controlling personsany such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may bereclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to makeengage in respectthese activities and may end any of those liabilities.

13

DOCUMENTS INCORPORATED BY REFERENCEthese activities at any time.

 

The SEC allows us to “incorporate by reference” into this prospectus certain information that we file with the SEC, which means that we can disclose important information to you by referring you to other documents separately filed by us with the SEC that contain such information. The information we incorporate by reference is considered to be part of this prospectus and information we later file with the SEC will automatically update and supersede the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a)Under Rule 15c6-1 of the Exchange Act, andtrades in the secondary market generally are required to settle in two business days, unless the parties to any of our future filings under Sections 13(a), 13(c), 14 or 15(d)such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the original issue date for your securities, you will be required, by virtue of the Exchange Act, exceptfact that your securities initially are expected to settle in more than three scheduled business days after the trade date for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K, or exhibits related thereto, made before the termination of the offering are incorporated by reference herein:

(1)

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021;

(2)

our Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2021, as filed with the SEC on May 12, 2021;

(3)

our Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2021, as filed with the SEC on August 16, 2021;
(3)our Current Reports on Form 8-K, as filed with the SEC on March 30, 2021, April 14, 2021, May 25, 2021, and August 20, 2021;

(4)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act and all proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the Annual Report referenced in (1) above; and

(5)

The description of the Company’s capital stock contained in the Company’s Form 8-A filed with the SEC on April 15, 2019, which incorporates by reference the descriptions set forth in the Company’s Registration Statement on Form S-3 (File No. 333-220496) filed with the SEC on September 15, 2017.

In addition, all documents subsequently filed by us pursuantyour securities, to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the date our offering is terminated or complete are deemedmake alternative settlement arrangements to be incorporated by reference into, and to beprevent a part of, this prospectus.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost to the requester. Requests should be made by writing or telephoning us at the following address:

Claus Toftegaard
Chief Financial Officer
c/o LiqTech North America Inc.
1804 Buerkle Road
White Bear Lake, MN 55110
(651) 773-5850 (telephone number)
+45 4593 4983 (facsimile number)failed settlement.

 

14
8

 

LEGAL MATTERS

 

The validity of the securities offered by this prospectus has been passed upon for us by Snell & Wilmer L.L.P., Reno, Nevada. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

 

EXPERTS

 

Our consolidated financial statements as of December 31, 2020 and 2019 and for the years then ended included or referred to in this prospectus have been audited by Sadler, Gibb & Associates, LLC, independent registered certified public accountants, and are incorporated by reference into this prospectus in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

 

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers, and controlling persons of the registrant pursuant to the Company’s constituent documents, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the information requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, we file annual, quarterly and current reports, proxy statements as may be required and other information with the SEC and filed a registration statement on Form S-3 under the Securities Act of 1933 (the “Securities Act”) relating to the securities offered by this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement. For further information, you should refer to the registration statement and its exhibits.

 

You may review the registration statement and any document we file with the SEC by accessing the website maintained by the SEC at http://www.sec.gov.www.sec.gov. The site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition to the foregoing, we maintain a website at http://www.liqtech.com. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available on our web site copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

 

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus certain information that we file with the SEC, which means that we can disclose important information to you by referring you to other documents separately filed by us with the SEC that contain such information. The information we incorporate by reference is considered to be part of this prospectus and information we later file with the SEC will automatically update and supersede the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a) of the Exchange Act and any of our future filings under Sections 13(a), 13(c), 14 or 15 (d) of the Exchange Act, except for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K or other information “furnished” to the SEC, or any exhibits related thereto, made before the termination of the offering are incorporated by reference herein:

(1)

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021;

159

 

(2)

our Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2021, as filed with the SEC on May 12, 2021;

(3)

our Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2021, as filed with the SEC on August 16, 2021;

(4)

our Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2021, as filed with the SEC on November 15, 2021;

(5)

our Current Reports on Form 8-K, as filed with the SEC on March 30, 2021, April 14, 2021, May 25, 2021, August 20, 2021, September 28, 2021, and November 30, 2021, as amended by the Company’s Current Report on Form 8-K/A, as filed with the SEC on December 3, 2021;

(6)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act and all proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the Annual Report referenced in (1) above; and

(7)

The description of the Company’s capital stock contained in the Company’s Form 8-A filed with the SEC on April 15, 2019, which incorporates by reference the descriptions set forth in the Company’s Registration Statement on Form S-3 (File No. 333-220496) filed with the SEC on September 15, 2017.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost to the requester. Requests should be made by writing or telephoning us at the following address:

LiqTech International, Inc.

Industriparken 22C, DK 2750

Ballerup, Denmark

+45 3131 5941 

10

LIQTECH INTERNATIONAL, INC.

 

3,860,000$100,000,000 of Common Stock

 

PROSPECTUS

 

 , 2021

 

16
11

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Item 14. Other Expenses of Issuance and Distribution.

 

The following table sets forth the various expenses (other than underwriting discounts and commissions) in connection with the issuance and distribution of the securities registered hereby. The Company will bear all of these expenses. All amounts are estimated except for the SEC registration fee:

 

SEC registration fee

 $2,114.05 

Legal fees and expenses

 $20,000.00 

Accounting fees and expenses

 $5,000.00 

Miscellaneous fees and expenses

 $5,000.00 

Total expenses

 $32,114.05 

All expenses, other than the SEC registration fee, are estimated. The actual expenses incurred will depend on the securities offered, the number of issuances and the nature of the offering.

SEC registration fee

 $9,270 

Legal fees and expenses

  15,000 

Accounting fees and expenses

  7,500 

Printing and Engraving Expenses

  1,500 

Miscellaneous fees and expenses

  2,000 
     

Total expenses

 $35,270 

Item 15.

Item 15. Indemnification of Directors and Officers.

 

Our Company’s charter provides that, to the fullest extent that limitations on the liability of directors and officers are permitted by the Nevada Revised Statutes, no director or officer of the Company shall have any liability to the Company or its stockholders for monetary damages. The Nevada Revised Statutes provide that a corporation’s charter may include a provision which restricts or limits the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter and bylaws provide that the Company shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent permitted by the Nevada Revised Business Corporations ActStatutes and that the Company shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law.

 

The charter and bylaws provide that the Company will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Company. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

 

Our Company maintains a policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment under some circumstances.

 

1712

Item 16. Exhibits.

(a)Exhibits

Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

Location

     

1.1

Form of Underwriting Agreement

To be filed by amendment or incorporated herein by reference in connection with the offering of securities.

3.1

 

Articles of Incorporation, as Amended

 

Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K as filed with the SEC on March 31, 2021

4.13.2

 

Certificate of Amendment to Articles of Incorporation

Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on May 25, 2021

3.3

Amended and Restated Bylaws

 

Incorporated by reference to Exhibit 3.4 to the Company’s Form 10-Q as filed with the SEC on May 15, 2012

4.24.1

 

Form of Common Stock Certificate

 

Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K as filed with the SEC on March 29, 2012

4.3

Securities Purchase Agreement, by and among the Company and HT Investments MA, LLC

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on March 30, 2021

4.4

Form of Senior Convertible Note due 2023

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on March 30, 2021

5.1

 

Opinion of Snell & Wilmer, L.L.P.

 

Filed herewith

23.1

 

Consent of Sadler, Gibb & Associates, LLC

 

Filed herewith

23.2

 

Consent of Snell & Wilmer, L.L.P.

 

(included in the opinion filed as Exhibit 5.1 to this registration statement)

24.1

 

Power of Attorney

 

(included in the signature page hereto)

107Filing Fee TableFiled herewith

 

Item 17.

(b) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act, of 1933, as amended;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

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Provided, however, that paragraphs Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) aboveof this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act, of 1933, as amended, to any purchaser:

 

(i) Eacheach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii) Eacheach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(5)

(a) That, for the purpose of determining liability of the registrant under the Securities Act, of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) That, for purposes of determining any liability under the Securities Act, of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act, of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, of 1933, as amended, and will be governed by the final adjudication of such issue.

 

(d) That, for purposes of determining any liability under the Securities Act of 1933:

(i) The information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ballerup, Denmark on September 3, 2021.February 9, 2022.

 

LIQTECH INTERNATIONAL, INC.

By:

/s/ Sune Mathiesen

Name:

Sune Mathiesen

Title:

Chief Executive Officer, Principal Executive Officer and Director

 

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of LiqTech International, Inc., do hereby constitute and appoint Sune Mathiesen and Claus Toftegaard,Simon Seidelin Stadil, and each of them singly (with full power to each of them to act alone) our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in each of them, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite are necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated below:

Signatures

 

Title

 

Date

/s/ Sune Mathiesen

   

September 3, 2021February 9, 2022

Sune Mathiesen

 

Chief Executive Officer, Principal Executive Officer and Director

  

/s/ Mark Vernon

   

September 3, 2021February 9, 2022

Mark Vernon

 

Chairman of the Board of Directors

  

/s/ Simon Seidelin Stadil

   

February 9, 2022

/s/ Claus ToftegaardSimon Seidelin Stadil

 

Chief Financial Officer, Principal Financial and Accounting

September 3, 2021

Claus Toftegaard

Officer

  

/s/ Peyton Boswell

   

September 3, 2021February 9, 2022

Peyton Boswell

 

Director

  

/s/ Richard Meeusen

   

September 3, 2021February 9, 2022

Richard Meeusen

 

Director

  

/s/ Alexander J. Buehler

   

September 3, 2021February 9, 2022

Alexander J. Buehler

 

Director

  

 

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