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): November 8, 2024
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 5.07 Submission of matters to a vote of security holders.
On November 8, 2024, Liqtech International, Inc., a Nevada corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). A total of 4,803,118 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), were present or represented by proxy at the Annual Meeting, representing approximately eighty-two percent (82%) of the outstanding Common Stock as of September 18, 2024, the record date for the Annual Meeting.
At the Annual Meeting, four (4) proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal No. 1: The election of Alexander Buehler, Fei Chen, Peyton Boswell, Richard Meeusen, and Martin Kunz for terms until the next succeeding annual meeting of stockholders or until such directors’ successor shall have been duly elected and qualified. The stockholders elected the five (5) directors by the following votes:
Name | For | Withheld | Broker Non-Votes |
| Alexander Buehler | 3,082,401 | 255,396 | 1,465,321 |
| Fei Chen | 3,281,440 | 56,357 | 1,465,321 |
| Peyton Boswell | 2,970,253 | 367,544 | 1,465,321 |
| Richard Meeusen | 2,934,736 | 403,061 | 1,465,321 |
| Martin Kunz | 3,097,205 | 240,592 | 1,465,321 |
Proposal No. 2: The stockholders ratified Sadler, Gibb & Associates, LLC as the Company’s independent registered accounting firm by the following votes:
| Votes For | 4,784,937 |
| Votes Against | 12,955 |
| Abstentions | 5,226 |
Proposal No. 3: The stockholders voted to approve the issuance of (i) 4,415,471 shares of Common Stock (or pre-funded warrants to purchase shares of Common Stock in lieu thereof) and (ii) warrants exercisable for 4,415,471 shares of Common Stock in the second closing contemplated by the securities purchase agreement dated September 27, 2024 by and among the Company and certain investors party thereto. The stockholders approved the issuance by the following votes:
| Votes For | 3,007,650 |
| Votes Against | 136,476 |
| Abstentions | 193,671 |
| Broker Non-Votes | 1,465,321 |
Proposal No. 4: The stockholders voted to approve, on a non-binding advisory basis, the compensation to the Company’s named executive officers by the following votes:
| Votes For | 3,188,880 |
| Votes Against | 135,027 |
| Abstentions | 13,890 |
| Broker Non-Votes | 1,465,321 |
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: November 13, 2024 | /s/Fei Chen |
| | Fei Chen |
| | Chief Executive Officer |
