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LiquidPiston CCrowdfunding $100K to $1.07M in Convertible Note

Filed: 6 Jul 18, 9:24pm

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23 Dec 19 C-U Progress update (crowdfunding)
6 Jul 18 C Crowdfunding $100K to $1.07M in Convertible Note

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schemaVersion:

Form C: Filer Information

Filer CIK:	0001446275
Filer CCC:	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Is this an electronic copy of an official filing submitted in paper format in connection with a hardship exemption?
Would you like a Return Copy?

Submission Contact Information

Name:
Phone Number:
Contact E-Mail Address:
Notify via Filing Website only?

Form C: Issuer Information

Issuer Information

Name of Issuer:

LiquidPiston, Inc.

Legal Status of Issuer:

Form:

Corporation

Jurisdiction of Incorporation/Organization:

DELAWARE

Date of Incorporation/Organization:

06-21-2004

Physical Address of Issuer:

Address 1:	1292a Blue Hills Ave.
City:	Bloomfield
State/Country:	CONNECTICUT
Mailing Zip/Postal Code:	06002
Website of Issuer:	http://liquidpiston.com

Intermediary through which the Offering will be Conducted:

CIK:	0001670254
Company Name:	Wefunder Portal LLC
Commission File Number:	007-00033
CRD Number:	283503

Form C: Offering Information

Offering Information

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:

3.0% of the offering amount upon a successful fundraise, and be entitled to reimbursement for out-of-pocket third party expenses it pays or incurs on behalf of the Issuer in connection with the offering.

Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:

Securities equal to 0% of the securities sold will be issued to the intermediary upon a successful fundraise.

Type of Security Offered:

Other

Specify:

Convertible Note

Target Number of Securities to be Offered:	100000
Price:	1.00000
Price (or Method for Determining Price):	Pro-rated portion of the total principal value of $100,000; interests will be sold in increments of $1; each investment is convertible to one share of stock as described under Item 13.
Target Offering Amount:	100000.00
Maximum Offering Amount (if different from Target Offering Amount):	1070000.00

Oversubscriptions Accepted:	Yes No
If yes, disclose how oversubscriptions will be allocated:	Other
Provide a description:	As determined by the issuer
Deadline to reach the Target Offering Amount:	01-02-2019

NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Form C: Annual Report Disclosure Requirements

Annual Report Disclosure Requirements

Current Number of Employees:	18
Total Assets Most Recent Fiscal Year-end:	3323728.00
Total Assets Prior Fiscal Year-end:	1908774.00
Cash and Cash Equivalents Most Recent Fiscal Year-end:	2347993.00
Cash and Cash Equivalents Prior Fiscal Year-end:	1094369.00
Accounts Receivable Most Recent Fiscal Year-end:	0.00
Accounts Receivable Prior Fiscal Year-end:	0.00
Short-term Debt Most Recent Fiscal Year-end:	364111.00
Short-term Debt Prior Fiscal Year-end:	370794.00
Long-term Debt Most Recent Fiscal Year-end:	2780149.00
Long-term Debt Prior Fiscal Year-end:	1481000.00
Revenue/Sales Most Recent Fiscal Year-end:	3281381.00
Revenue/Sales Prior Fiscal Year-end:	953000.00
Cost of Goods Sold Most Recent Fiscal Year-end:	0.00
Cost of Goods Sold Prior Fiscal Year-end:	0.00
Taxes Paid Most Recent Fiscal Year-end:	0.00
Taxes Paid Prior Fiscal Year-end:	0.00
Net Income Most Recent Fiscal Year-end:	122488.00
Net Income Prior Fiscal Year-end:	-741201.00

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALABAMA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALASKA

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ARIZONA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ARKANSAS

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CALIFORNIA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

COLORADO

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CONNECTICUT

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DELAWARE

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DISTRICT OF COLUMBIA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

FLORIDA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

GEORGIA

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HAWAII

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

IDAHO

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ILLINOIS

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INDIANA

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IOWA

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KANSAS

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

KENTUCKY

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LOUISIANA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MAINE

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MARYLAND

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MASSACHUSETTS

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MICHIGAN

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MINNESOTA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MISSISSIPPI

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MISSOURI

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MONTANA

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NEBRASKA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEVADA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW HAMPSHIRE

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW JERSEY

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW MEXICO

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW YORK

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH CAROLINA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH DAKOTA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OHIO

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OKLAHOMA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OREGON

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PENNSYLVANIA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

RHODE ISLAND

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH CAROLINA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH DAKOTA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TENNESSEE

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TEXAS

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UTAH

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VERMONT

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VIRGINIA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WASHINGTON

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WEST VIRGINIA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WISCONSIN

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WYOMING

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

AMERICAN SAMOA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

GUAM

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PUERTO RICO

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VIRGIN ISLANDS, U.S.

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTHERN MARIANA ISLANDS

Form C: Signature

Signature

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

Issuer:

LiquidPiston, Inc.

Signature:

Alexander Shkolnik

Title:

CEO

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Nikolay Shkolnik

Title:

CTO, VP of R&D, Board Member

Date:

07-06-2018

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Per A. Suneby

Title:

Director

Date:

07-06-2018

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Alexander Shkolnik

Title:

CEO

Date:

07-06-2018

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