Jeffrey P. Schultz| 212 692 6732 | jpschultz@mintz.com
| Chrysler Center 666 Third Avenue New York, NY 10017 212-935-3000 212-983-3115 fax www.mintz.com
|
February 8, 2012
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 3561
Washington, D.C. 20549
| Re: | LiqTech International, Inc. Registration Statement on Form S-1 Filed on December 30, 2011 File No.333-178837 |
Ladies and Gentlemen:
On behalf of LiqTech International, Inc. (the“Company”), we hereby file with the Securities and Exchange Commission (the“Commission”) Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the“Registration Statement”), as initially filed with the Commission on December 30, 2011 and as amended on January 27, 2012. We are delivering clean and marked complete courtesy copies of Amendment No. 2 to the Registration Statement (the“Amendment”) to each of Pamela A. Long, Edward M. Kelly and Craig E. Slivka of the Commission.
Set forth below are the Company’s responses to the Commission’s comments given by letter (the“Comment Letter”), dated February 1, 2012, from Pamela A. Long, Assistant Director. The responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.
Summary Compensation Table, page 50
| 1. | We note that you have deleted the compensation data for 2009. You are required to include information for 2009 because that information previously was required to be provided in response to a Commission filing requirement. See Instruction 1 to Item 402(n) of Regulation S-K, and revise. |
Response: The Company acknowledges the Commission’s comment, and the disclosure in the Amendment has been revised in response thereto.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
February 8, 2012
Page 2
Exhibit Index
| 2. | Delete the words “Form of” from the description of exhibit 5.1. |
Response: In response to the Commission’s comment, the words “Form of” have been deleted from the description of Exhibit 5.1.
* * * *
We intend to request acceleration of the effectiveness of the Registration Statement following clearance of the Staff’s review of our filing.
Please call the undersigned at (212) 692-6732 with any comments or questions regarding theAmendment and please send a copy of any written comments to the following parties:
Kenneth R. Koch, Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
Phone: (212) 935-3000
Fax: (212) 983-3115
Very truly yours,
/s/ Jeffrey P. Schultz
Jeffrey P. Schultz
| cc: | Securities and Exchange Commission (Pamela A. Long, Esq.,Assistant Director) |
| LiqTech International, Inc.(Messrs. Aldo Petersen, Lasse Andreassen and Soren Degn) |
| Sunrise Securities Corp. (Mr. Nathan Low) |
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (Bryan Yoon, Esq.)
| Richardson & Patel, LLP (David N. Feldman, Esq. and Peter DiChiara, Esq.) |