UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2022
LiqTech International, Inc.
(Exact name of registrant as specified in charter)
Nevada | 001-36210 | 20-1431677 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Industriparken 22C, 2750 Ballerup, Denmark |
| (Address of principal executive offices) |
+45 3131 5941
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | LIQT | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
--12-31
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 28, 2022, LiqTech International, Inc. (the “Company”) filed with the office of the Secretary of State of the State of Nevada a Certificate of Withdrawal of Certificate of Designation (the “Certificate of Withdrawal”), which withdraws the Company’s Certificate of Designation for the Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”), as filed with the Secretary of State of the State of Nevada on November 14, 2017. The 2,210,357 shares of preferred stock previously designated as Series A Preferred Stock will be withdrawn and returned to the status of authorized but unissued shares of preferred stock, without designation. No shares of the Series A Preferred Stock were issued and outstanding at the time of filing the Certificate of Withdrawal.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Withdrawal, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | | Exhibit Title or Description |
| | | |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
LIQTECH INTERNATIONAL, INC.
| Date: April 29, 2022 | /s/ Simon Stadil |
| | Simon Stadil |
| | Chief Financial Officer |
