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): ~~January~~June 275, 2025

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Appointment~~On June 5, 2025, LiqTech International, Inc., a Nevada corporation (the "Company") held an annual meeting (the “Annual Meeting”) of ~~David~~its ~~Kowalczyk~~stockholders. asAt ~~Chief~~the ~~Financial~~Annual ~~Officer~~Meeting, ~~and~~stockholders ~~Chief~~approved ~~Operating~~an ~~Officer~~amendment (the “Amendment”) to the Company's 2022 Equity Incentive Plan (the “Equity Incentive Plan”) to increase the number of shares authorized for issuance thereunder by 1,500,000 shares. The Board of Directors of the Company approved the Amendment to Equity Incentive Plan, subject to stockholder approval.

~~On January~~A ~~27,~~summary ~~2025, the~~description ~~board~~ of ~~directors (~~the ~~“Board”)~~terms of ~~Liqtech~~the ~~International,~~Amendment ~~Inc.~~is aset ~~Nevada~~forth ~~corporation~~in (the “Company”)'s ~~appointed~~definitive ~~David~~proxy ~~Kowalczyk as~~statement ~~Chief~~on ~~Financial~~Schedule ~~Officer~~14A ~~and~~filed ~~Chief~~with ~~Operating Officer of~~ the ~~Company, effective March 1, 2025. Mr. Kowalczyk, age 47, served as an Equity Analyst at Nordea~~ Securities ~~(2000-2003)~~ and anExchange ~~Auditor~~Commission ~~and~~on ~~Consultant~~April ~~at PricewaterhouseCoopers (2003-2007). Additionally~~21, ~~Mr.~~2025 ~~Kowalczyk served as Group Financial Planning Manager~~ (~~2007-2009),~~the ~~Enzyme~~“Proxy ~~Business Finance Manager (2009-2011~~Statement”), ~~Head~~under ofthe ~~Biopharma~~section ~~Financial Planning and Analysis (2011-2013), Finance Senior Manager~~ of ~~Supply~~the ~~Operations~~Proxy ~~Europe~~Statement ~~Middle~~entitled ~~East~~“Proposal &3 ~~Africa~~– ~~and~~Approval ~~HQ (2013) and Business Finance Director~~ of ~~Business~~Amendment ~~Operations~~to ~~(2013-2016)~~the ofLiqTech ~~Novozymes~~International, aInc. ~~global~~2022 ~~company~~Equity ~~that~~Incentive ~~develops~~Plan,” ~~and~~which ~~provides~~is ~~biosolutions~~qualified ~~for~~by ~~various~~the ~~industries.~~full Hetext ~~also served as Vice President and Member~~ of ~~Group~~the ~~Management at Flügger (2016-2018)~~Amendment, ~~Chief~~a ~~Financial~~copy ~~Officer~~of atwhich ~~Globus~~is ~~Wine~~attached ~~(2018-2020),~~hereto ~~and~~ as ~~the~~Exhibit ~~Vice~~10.1 ~~President of Business Finance~~ and ~~Systems~~incorporated atherein ~~Hempel~~by ~~(2020-2024)~~reference.

MrItem 5.07 ~~Kowalczyk~~Submission ~~holds a Bachelor~~ of ~~Science~~Matters into ~~Economics and Business Administration,~~ a ~~Master~~Vote of ~~Science~~Security ~~in Accounting and Auditing, and a Master of Science in Finance and Investments from Copenhagen Business School~~Holders. He is a seasoned finance leader with over two decades of professional experience across various industries and ownership structures. His educational background, combined with his extensive industry experience, particularly in technology/R&D-driven companies, positions him as a valuable asset to any organization.

InAt ~~connection~~the ~~with~~Annual ~~his~~Meeting ~~appointment~~on asJune ~~Chief~~5, ~~Financial~~2025, ~~Officer~~a ~~and~~total ~~Chief~~of ~~Operating Officer~~7, ~~the~~267,558 ~~Company~~shares ~~(through~~of ~~its~~the ~~wholly~~Company’s ~~owned~~common ~~Danish~~stock, ~~subsidiary)~~par ~~and~~value Mr$0.001 ~~Kowalczyk entered~~per ~~into~~share ~~a Service Agreement, effective March 1, 2025~~ (~~the~~ “~~Service~~Common ~~Agreement~~Stock”), ~~pursuant~~were topresent ~~which~~or ~~Mr. Kowalczyk will~~represented ~~receive~~by ~~(i) an annual base salary of DKK 2~~proxy,~~000,000~~ (representing approximately ~~$280,000),~~seventy-six ~~subject~~percent ~~to adjustment each February starting in February 2026;~~ (~~ii) a discretionary annual performance bonus of up to 60~~76% ~~of his annual base salary; and (iii~~) ~~a pension contribution by LiqTech Holding A/S~~ of ~~up to 10% of his annual base salary. Mr. Kowalczyk is entitled to participate in~~ the ~~Company’s~~outstanding ~~RSU-based~~Common ~~share~~Stock ~~program,~~as ~~under which he may receive restricted stock unit awards valued up to 60%~~ of ~~his~~April ~~annual~~8, ~~base~~2025, ~~salary. Mr. Kowalczyk is also eligible to participate in~~ the ~~Company’s~~record ~~other~~date ~~benefit~~for ~~programs on~~ the ~~same~~Annual ~~basis as the Company’s officers, including up to six weeks paid time off per year~~Meeting.

~~The~~At ~~foregoing descriptions of~~ the ~~Service~~Annual ~~Agreement~~Meeting, ~~is not complete~~three ~~and~~(3) isproposals inwere ~~summary~~submitted ~~form~~for ~~only~~a ~~and~~vote isof ~~qualified in their entirety by reference to~~ the ~~full~~Company’s ~~text~~stockholders ofand the ~~Service~~related ~~Agreement,~~results ~~which~~are ~~is filed~~ as ~~Exhibit 10.1 to this Current Report on Form 8-K.~~follows:

MrProposal No. ~~Kowalczyk does not have~~1: ~~any~~The ~~family~~election ~~relationships~~of ~~with~~Alexander ~~any~~Buehler, ofFei Chen, Peyton Boswell, Richard Meeusen, and Martin Kunz for terms until the ~~Company’s~~next ~~other~~succeeding ~~officers~~annual meeting of stockholders or ~~directors~~until ~~and~~such hedirectors’ ~~has no direct~~successor orshall ~~indirect~~have ~~material~~been ~~interest~~duly inelected ~~any~~and ~~transaction~~qualified. ~~required~~The tostockholders beelected ~~disclosed~~the ~~pursuant~~five ~~to Item 404~~(a5) ~~of Regulation~~directors ~~S-K.~~by the following votes:

Phillip Massie Price to Step Down as Interim Chief Financial Officer

Name	For	Withheld	Broker Non-Votes
Alexander Buehler	5,706,454	61,737	1,499,367
Fei Chen	5,710,798	57,393	1,499,367
Peyton Boswell	5,516,382	251,809	1,499,367
Richard Meeusen	5,455,227	312,964	1,499,367
Martin Kunz	5,675,614	92,577	1,499,367

OnProposal ~~January 30, 2025, Phillip Massie Price and the Company mutually agreed that Mr~~No. ~~Price~~2: ~~shall~~The ~~step~~stockholders ~~down~~ratified ~~as Interim Chief Financial Officer of the Company~~Sadler, ~~effective~~Gibb as& ~~of March 1~~Associates, ~~2025,~~LLC ~~in connection with the appointment of Mr. Kowalczyk~~ as ~~Chief Financial Officer and Chief Operating Officer. Mr. Price will remain as principal financial officer until April 30, 2025, at which time Mr Price will separate from his service with~~ the Company~~. The Company has agreed to provide Mr. Price as severance: (i) seven (7) months~~’ ~~salary of DKK 700,000 (approximately $98,000); (ii) a retention bonus of $25,000 for the timely completion and submission of the Company’~~s ~~Annual~~independent ~~Report~~registered onaccounting ~~Form~~firm ~~10-K;~~by ~~and (iii)~~ the ~~accelerated~~following vesting of 8,019 unvested restricted stock units granted to Mr. Price under the Company’s Long-Term Incentive Program (“LTIP”) for 2024, which will now vest on May 1, 2025. Mr. Price will not participate in the LTIP or the Company’s Short-Term Incentive Program for 2025.votes:

Mr. Price’s resignation is not a result of any disagreement between himself and the Company, its management, the Board or any committee of the Board. The Company appreciates Mr. Price’s diligent service as Interim Chief Financial Officer and wishes him success in any future endeavors.

Votes For	7,247,807
Votes Against	7,043
Abstentions	12,708

~~Item~~Proposal 7No.~~01.~~ ~~Regulation~~3: FDThe ~~Disclosure~~stockholders voted to approve the Amendment, a copy of which was attached to the Proxy Statement as Annex A. The Amendment was approved by the following votes:

On January 31, 2025, the Company issued a press release announcing the foregoing, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Votes For	5,509,934
Votes Against	240,410
Abstentions	17,847
Broker Non-Votes	1,499,367

~~This~~Item ~~information~~9.01. ~~shall~~Financial ~~not~~Statements ~~be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,~~ and ~~it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

Exhibit No.	Description
EXHIBIT NO.	DESCRIPTION	LOCATION
10.1	~~Service~~Amendment ~~Agreement~~No. ~~between~~1 ~~Liqtech~~to ~~Holding~~LiqTech ~~A/S~~International, ~~and~~Inc. ~~David~~2022 ~~Kowalczyk~~Equity Incentive Plan, ~~dated~~as ~~January~~approved 27by the Company’s stockholders on June 5, 2025.	Filed Herewith
99.1	Press Release, dated January 31, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: January 31, 2025	/s/Fei Chen
Date: June 6, 2025	/s/Fei Chen
	Fei Chen
	Chief Executive Officer

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