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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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--12-31FY2022
Commission File Number: 001-36210
LiqTech International, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-1431677
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Industriparken 22C, DK 2750 Ballerup, Denmark
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: +4531315941
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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LIQT
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The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
On June 30, 2022, the aggregate market value of the common stock outstanding and held by non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of the registrant based on the closing price of the registrant’s common stock of $0.45 per share on June 30, 2022 was $19,749,842. As of April 28, 2023, there were 45,271,441 shares of common stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment No. 1”) of LiqTech International, Inc. (“LiqTech” or the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 22, 2023 (the “Original Filing”). The Company is filing this Amendment No. 1 solely to file Part III (Items 10 through 14). This additional disclosure does not revise or alter the Company’s financial statements and any forward-looking statements contained in the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 contains new certifications by our principal executive officer and principal financial officer, which are being filed or furnished as exhibits to this Amendment No. 1.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Set forth below is information concerning our directors and senior executive officers as of March 22, 2023.
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Name
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Age
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Titles
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Mark Vernon
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70
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Chairman of the Board
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Fei Chen
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59
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Chief Executive Officer (Principal Executive Officer), Director
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Simon Stadil
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40
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Chief Financial Officer (Principal Financial and Accounting Officer)
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Alexander Buehler
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47
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Director
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Peyton Boswell
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52
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Director
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Rich Meeusen
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68
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Director
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According to our bylaws, the number of directors at any one time may not be less than one or more than seven. The maximum number of directors at any one time may be increased by a vote of a majority of the directors then serving.
Our charter provides for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified. It is anticipated that the Board of Directors will meet at least quarterly.
Executive officers are appointed by and serve at the pleasure of the Board of Directors. A brief biography of each director and executive officer follows:
Mark Vernon. Mr. Vernon has served as a Director of LiqTech International, Inc. since February 26, 2013 and as Chairman of the Board of Directors since July 2, 2018. Mr. Vernon most recently served as a Director of Neles Oyj, a Finland-based industrial process valve company. Mr. Vernon served nine years as a Director of Senior plc, a UK-based aerospace and industrial engineering business. Mr. Vernon has had a long career in the industrial engineering industry and has wide international business experience. Mr. Vernon previously served as Chief Executive Officer and Director of Spirax-Sarco Engineering plc (London Stock Exchange: SPX), an industrial engineering business for industrial steam systems and peristaltic pumps. He also served previously as Group Vice President of Flowserve’s Flow Control Business, Group Vice President of Durco International and President of Valtek International. Mr. Vernon earned a BSc degree (magna cum laude) from Weber State University.
Fei Chen. Ms. Chen has served as a Director and Chief Executive Officer since September 12, 2022. Ms. Chen most recently served as Senior Vice President, Global Commercials of Topsoe A/S (“Topsoe”), a world leader in catalysts and chemical processes for clean energy, with revenue of DKK 6.225 billion (approx. US$850 million) in 2021. Prior to serving as Senior Vice President of Topsoe, Ms. Chen served as its Vice President of Chemical Technology Business and Sales (2017-2020) and Vice President of Global Research and Development (2014-2017). Additionally, Ms. Chen has served as a Board Member of Liquid Wind AB (Sweden) since 2021 and a Board Member of Jiangsu JiTRI-Topsoe Clean Energy Research and Development Co. Ltd. (China) since 2018. From 2013 to 2018, Ms. Chen also served as a Board Member of Brunata International A/S (Denmark). Ms. Chen earned her Ph.D. in Polymer Materials from the Technical University of Denmark (DTU) and holds a Master of Biochemical Engineering degree and a Bachelor of Chemical Engineering from Zhejiang University in China. She also attended the IMD Business School where she received certificates in Business Financing and Advanced High-Performance Leadership. She also graduated from the Stanford Executive Program at the Stanford Graduate School of Business.
Alexander Buehler. Mr. Buehler has served as a Director since August 11, 2017. He most recently served as the Company’s Interim CEO from March 17, 2022, to September 12, 2022, before which he served as President and CEO of the Brock Group, a leading industrial services provider to multiple industries. Prior thereto, Mr. Buehler served as the EVP of Global Resources for Intertek, the President and CEO of Energy Maintenance Services, and the CFO of Energy Recovery. Mr. Buehler also serves on the Board of Energy Recovery, and he has previously served on the Board of Viscount Systems. He received a B.S. in Civil Engineering from the United States Military Academy at West Point and an MBA in Finance from the Wharton School at the University of Pennsylvania.
Peyton Boswell. Mr. Boswell has served as a Director since August 11, 2017. Mr. Boswell is the Managing Director of Woodfield Renewables and previously served as the Chief Executive Officer of EnterSolar, LLC, a provider of commercial solar photovoltaic solutions that he co-founded in 2010. Prior to entering the solar industry, Mr. Boswell was a finance and investment banking professional for 15 years with J.P. Morgan and Bank of America. Mr. Boswell is a Chartered Financial Analyst (CFA) and has earned a BA from Cornell University and holds an MBA from Columbia Business School.
Richard Meeusen. Mr. Meeusen has served as a Director since August 26, 2020 and currently serves as the Chairman of each of the Audit Committee and Compensation Committee. Mr. Meeusen most recently served as President, Chief Executive Officer and Chairman of Badger Meter, Inc., a publicly traded international manufacturer and seller of flow measurement equipment, primarily to the water industry. Mr. Meeusen retired as Chief Executive Officer on December 31, 2018 after serving 17 years as the company’s Chief Executive Officer and, before that, 7 years as its Chief Financial Officer. Prior to Badger Meter, Mr. Meeusen was Chief Financial Officer of Zenith Sintered Products and, before that, worked for Arthur Andersen & Co as a Senior Manager. In addition to his board service at LiqTech, Mr. Meeusen previously served for 16 years as a director of Menasha Corporation, a $2 billion privately-held packaging and display equipment company and for 8 years on the board of Serigraph Corporation. Mr. Meeusen founded The Water Council in 2007, a 180-member company industry trade group where he still serves as a director. Mr. Meeusen earned an MBA degree from the Kellogg School of Management at Northwestern University.
Simon Stadil. Mr. Stadil, age 40, has served as Chief Financial Officer of LiqTech International, Inc. since November 15, 2021.Prior to such time, he served as Director of Treasury & Investor Relations (2013-2016), Regional CFO Americas and Africa (2017-2019), and Vice President of Global Finance (2019-2021) of Welltec, an international provider of robotic well solutions for the oil and gas industry with approximately $300 million in annual revenue. Additionally, Mr. Stadil served as Assistant Funding Manager within the Danish renewable & utility company Ørsted from 2008 to 2009, as well as Assistant Vice President within the Nordic Investment Banking Division at Barclays Capital in London from 2010 to 2012. Mr. Stadil holds a Bsc. in Business Administration and a Msc. in Economics and Finance (Cand.Merc.Fir) from Copenhagen Business School.
Director Expertise
The following is a brief description of the specific experience and qualifications, attributes or skills of each director that led to the conclusion that such person should serve as a director of the Company.
Mr. Vernon’s extensive global experience in the industrial engineering industry provides the Board with valuable insight in the markets the Company serves, as well as proven management and public company Board expertise.
Mr. Buehler’s experience in general management and strategic planning as well as new product development, corporate development, mergers & acquisitions, operations management, manufacturing process optimization, sales management, and back-office administration provides the Board with valuable perspective across all corporate functions and relevant industries. Mr. Buehler has substantial experience in the global water, oil & gas, and manufacturing industries. Mr. Buehler has been determined by our Board to be an Audit Committee Financial Expert.
Mr. Boswell's experience in establishing and growing a successful renewable energy clean tech business and prior experience in investment banking provides the Board with a unique perspective on corporate finance and strategic growth matters. Further, the Board has determined that he qualifies as an Audit Committee Financial Expert.
Mr. Meeusen’s prior experience in finance, operations, marketing and sales along with his leadership experience as a director of a publicly traded company and his long executive management responsibility in the water industry and in developing technology growth business distinguishes him as an integral part of the Company’s Board.
Ms. Chen’s substantial leadership experience with an emphasis on expansion and commercial scaling, and her particular industry knowledge of water treatment, chemical, and clean energy operations, make her a valuable member of the Board.
Family Relationships
None of our Directors or executive officers is related by blood, marriage or adoption.
Director Independence
The Board has determined that on the date of the Meeting, Messrs. Vernon, Buehler, Boswell, and Meeusen are independent as that term is defined in the listing standards of The Nasdaq Capital Market. Pursuant to the Nasdaq Rules, Mr. Buehler was not independent while serving as the Interim Chief Executive Officer, but such service on an interim basis did not disqualify him from being considered independent following such service, as the interim service did not last longer than one year. In addition, the compensation Mr. Buehler received for his CEO transition services after the termination of his service as Interim Chief Executive Officer was less than $120,000. In making its determinations, our Board has concluded that none of our independent directors has an employment, business, family or other relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We expect that our independent directors will meet in executive session (without the participation of executive officers or other non-independent directors) at least two times each year, and Mark Vernon presides over such meetings of independent directors.
Director Attendance at Board and Stockholder Meetings
The Board of Directors met formally nineteen times during 2022. During 2022, each director attended at least 75% of the meetings of the Board and the committees upon which he serves. We do not have a policy regarding director attendance at our annual meetings of stockholders.
Committees of our Board of Directors
Committee Composition
Our Board of Directors has an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The following table sets forth the current membership of each of these committees:
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Audit Committee
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Compensation Committee
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Governance & Nominating Committee
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Richard Meeusen*
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Richard Meeusen *
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Mark Vernon *
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Mark Vernon
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Mark Vernon
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Richard Meeusen
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Peyton Boswell
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Peyton Boswell
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Peyton Boswell
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| Alexander Buehler |
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Alexander Buehler |
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Alexander Buehler |
* Chairman of the committee
Audit Committee
Our Audit Committee consists of Richard Meeusen (Chair), Mark Vernon, Peyton Boswell, and Alexander Buehler, each of whom is an independent director as defined in the NASDAQ and SEC rules. Based upon past employment experience in finance and other business experience requiring accounting knowledge and financial sophistication, our Board has determined that Mr. Meeusen is an “Audit Committee Financial Expert” as defined in Item 407(d)(5) of Regulation S-K, and that each member of our Audit Committee is able to read and understand fundamental financial statements. We have implemented a written charter for our Audit Committee, available at www.liqtech.com, that provides that our Audit Committee is responsible for:
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appointing, compensating, retaining, overseeing, and terminating our independent auditors and pre-approving all audit and non-audit services permitted to be performed by the independent auditors;
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●
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discussing with management and the independent auditors our annual audited financial statements, our internal control over financial reporting, and related matters;
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●
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reviewing and approving any related party transactions;
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●
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meeting separately, periodically, with management, the internal auditors and the independent auditors;
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●
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annually reviewing and reassessing the adequacy of our Audit Committee charter;
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●
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such other matters that are specifically delegated to our Audit Committee by our Board of Directors from time to time; and
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reporting regularly to the Board of Directors.
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During the fiscal year ended December 31, 2022, the Audit Committee met four times.
Report of the Audit Committee of the Board of Directors
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with our management. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Members of the Audit Committee:
Richard Meeusen (Chair)
Mark Vernon
Peyton Boswell
Alexander Buehler
Compensation Committee
Our Compensation Committee consists of Richard Meeusen (Chair), Mark Vernon, Peyton Boswell, and Alexander Buehler, each of whom is an independent director as defined in the NASDAQ rules, a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act, and an “outside director” for purposes of Section 162(m) of the Code. We have implemented a written charter for our Compensation Committee, available at www.liqtech.com, which provides that our Compensation Committee is responsible for:
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●
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reviewing and making recommendations to our Board of Directors regarding our compensation policies and forms of compensation provided to our directors and officers;
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reviewing and making recommendations to our Board of Directors regarding bonuses for our officers and other employees;
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reviewing and making recommendations to our Board of Directors regarding stock-based compensation for our directors and officers;
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administering our stock option plans in accordance with the terms thereof; and
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such other matters that are specifically delegated to the Compensation Committee by our Board of Directors after the business combination from time to time.
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The Compensation Committee has the principal responsibility for the compensation plans of the Company, particularly as applied to the compensation of executive officers and directors. The Compensation Committee Charter sets forth the authority and responsibilities of the Compensation Committee for the performance evaluation and compensation of the Company’s CEO, executive officers and directors, and significant compensation arrangements, plans, policies and programs of the Company. The Compensation Committee has authority to retain such outside counsel, experts and other advisors as it determines to be necessary to carry out its responsibilities, including the authority to approve an external advisor’s fees and other retention terms on behalf of the Company. Pursuant to the Compensation Committee Charter, the Company shall provide appropriate funding to the Compensation Committee, as determined by the Compensation Committee in its capacity as a Committee of the Board, for payment of compensation to any outside advisors engaged by the Compensation Committee.
The Compensation Committee annually reviews and approves the corporate goals and objectives relevant to CEO compensation and evaluates the CEO’s performance in light of such goals and objectives. Based on this evaluation, the Compensation Committee makes and annually reviews decisions regarding: (i) salary paid to the CEO; (ii) the grant of all cash-based bonuses and equity compensation to the CEO; (iii) the entering into or amendment or extension of any employment contract or similar arrangement with the CEO; (iv) any CEO severance or change in control arrangement; and (v) any other CEO compensation matters as from time to time may be directed by the Board. In determining the long-term incentive component(s) of the CEO’s compensation, the Compensation Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at companies that the Compensation Committee determines comparable based on factors it selects and the incentive awards given to the Company’s CEO in prior years.
The Compensation Committee also meets with the CEO within 90 days after the commencement of each fiscal year to discuss the compensation programs to be in effect for the Company’s executive officers for such fiscal year and to review and approve the corporate goals and objectives relevant to those programs. In light of these goals and objectives, the Compensation Committee makes and annually reviews decisions regarding: (i) salary paid to the executive officers; (ii) the grant of cash-based bonuses and equity compensation provided to the executive officers; (iii) performance targets for executive officers; (iv) the entering into or amendment or extension of any employment contract or similar arrangement with the executive officers; (v) executive officers’ severance or change in control arrangements; and (vi) any other executive officer compensation matters as from time to time may be directed by the Board. In determining the long-term incentive component(s) of the executive officer’s compensation, the Compensation Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to executive officers at companies that the Compensation Committee determines comparable based on factors it selects and the incentive awards given to the Company’s executive officers in prior years.
During the fiscal year ended December 31, 2022, the Compensation Committee met three times.
Governance and Nominating Committee
Our Governance and Nominating Committee consists of Mark Vernon (Chair), Peyton Boswell, Richard Meeusen, and Alexander Buehler, each of whom is an independent director as defined in the NASDAQ rules. We have implemented a written charter for our Governance and Nominating Committee that provides that our Governance and Nominating Committee is responsible for:
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overseeing the process by which individuals may be nominated to our Board of Directors;
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identifying potential directors and making recommendations as to the size, functions and composition of our Board of Directors and its committees;
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considering nominees proposed by our stockholders;
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establishing and periodically assessing the criteria for the selection of potential directors;
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making recommendations to the Board of Directors on new candidates for Board membership; and
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overseeing corporate governance matters.
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In making nominations, the Governance and Nominating Committee intends to submit candidates who have high personal and professional integrity, who have demonstrated exceptional ability and judgment and who are effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. In evaluating nominees, the Governance and Nominating Committee intends to take into consideration attributes such as leadership, independence, interpersonal skills, financial acumen, business experiences and industry knowledge.
One of the primary responsibilities of the Governance and Nominating Committee is to make appropriate recommendations to the Board for the appointment or re-appointment of directors. The Company seeks to have directors who, in addition to relevant technical, commercial and securities expertise, meet the highest standards of personal integrity, judgment and critical thinking, and an ability to work in an open environment with other directors to further the interests of the Company and its stockholders. In recommending appointments to the Board, the Governance and Nominating Committee is mindful of the overall balance of the skills, knowledge and experience of Board members against the current and future requirements of the Company and of the benefits of diversity. The Company recognizes the importance of diversity at all levels of the Company as well as on the Board and considers overall Board balance and diversity when appointing new directors. Board appointments are, in the final analysis, made on merit.
The Company employs multiple strategies in identifying director nominees, including the obtaining of recommendations from security holders, recommendations from current directors, and from the Company’s corporate advisors. The Company also utilizes professional recruitment firms, as may be required, in seeking qualified director nominees. The qualifications of director nominees are evaluated by the Governance and Nominating Committee to determine if the director nominees have the requisite technical and commercial expertise to maintain a proper balance of skills required by the Board. There are no differences in the evaluation of director nominees recommended by security holders. Director nominees are interviewed in depth by the Governance and Nominating Committee and the Board to further qualify the director nominees and evaluate the personal integrity and character of the candidate.
During the fiscal year ended December 31, 2022, the Governance and Nominating Committee met one time.
Involvement in Certain Legal Proceedings
During the past ten (10) years, none of the Nominees has been involved in any legal proceeding that is material to the evaluation of their ability or integrity relating to any of the items set forth under Item 401(f) of Regulation S-K. None of the Nominees is a party adverse to the Company or any of its subsidiaries in any material proceeding or has a material interest adverse to the Company or any of its subsidiaries.
Code of Ethics
Effective January 1, 2012, the Board adopted a Code of Conduct and Ethics with the purpose of assuring that all employees and officers of the Company and its subsidiaries understand and adhere to high ethical standards of conduct. The Code of Conduct and Ethics emphasizes employees’ obligations of civil responsibility, loyalty to the Company, compliance with applicable laws, non-disclosure of trade secrets, and abstinence from improper political payments and activity. A copy of the Code of Conduct and Ethics is available on the Company website at https://liqtech.com/media/afijs2es/code_of_conduct_and_ethics.pdf.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires a company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of a company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than ten percent (10%) stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us, we believe that all filing requirements applicable to our directors, executive officers, and persons who own more than 10% of our common stock were complied with during 2022, except for the following filings:
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1.
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Larry Lytton, a greater than 10% stockholder, filed a late Form 4 on January 25, 2022.
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2.
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Fei Chen filed a late Form 4 on September 15, 2022 for a RSU grant made on September 12, 2022.
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Item 11.
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Executive Compensation
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Summary Compensation Table
The following table sets forth certain information with respect to compensation for the years ended December 31, 2022 and 2021 earned by or paid to our Chief Executive Officer and our Chief Financial Officers.
Summary Compensation Table
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Name and Principal
Position
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Year
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Salary
($)
(1)
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|
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Nonequity
Incentive Plan
Compensation
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Nonqualified
Deferred
Compensation
Earnings
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Other
($)
(5)
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Total
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Fei Chen, President &
Chief Executive Officer (2)
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|
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2022
|
|
$ |
386,105 |
|
|
|
|
|
|
$ |
350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,857 |
|
|
$ |
771,962 |
|
| |
|
|
|
|
|
|
|
|
|
|
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|
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Alexander Buehler,
Interim Chief Executive Officer (3)
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|
|
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|
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|
|
|
2022
|
|
$ |
243,290 |
|
|
|
|
|
|
$ |
549,164 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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$ |
792,454 |
|
| |
|
|
|
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|
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| Sune Mathiesen, Chief Executive |
2022 |
|
$ |
370,758 |
|
|
|
|
|
|
$ |
41,600 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
$ |
12,908 |
|
|
$ |
425,266 |
|
| Officer (4) |
2021
|
|
$ |
365,787 |
|
|
$ |
100,000 |
|
|
$ |
397,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,655 |
|
|
$ |
900,029 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simon Stadil, Chief Financial Officer (6)
|
2022
|
|
$ |
271,363 |
|
|
$ |
100,000 |
|
|
$ |
375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,383 |
|
|
$ |
770,746 |
|
|
2021
|
|
$ |
259,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,909 |
|
|
$ |
285,008 |
|
|
(1)
|
Total salaries for Messrs. Mathiesen and Stadil for 2021 are reported on an as-converted basis from Danish Krone (DKK) to U.S. dollars ($) based on the currency exchange rate of $1.00 = DKK 6.5612, as of December 31, 2021. Total salaries for Ms. Chen and Messrs. Mathiesen and Stadil for 2022 are reported on an as-converted basis from Danish Krone (DKK) to U.S. dollars ($) based on the currency exchange rate of $1.00 = DKK 6.9722, as of December 31, 2022. We do not make any representation that the Danish Krone amounts could have been, or could be, converted into U.S. dollars at such rate on December 31, 2021 or December 31, 2022, or at any other rate.
|
| |
|
|
(2)
|
Ms. Chen became our President & Chief Executive Officer in September 2022. Pursuant to her employment agreement, Ms. Chen is entitled to an annual base salary of approximately $358,567 based on the currency exchange rate of $1.00 = DKK 6.9722, as of December 31, 2022.
|
| |
|
|
(3)
|
Mr. Buehler became our Interim Chief Executive Officer in March 2022. Pursuant to the interim agreement, Mr. Buehler was entitled to an annual base salary of approximately $415,000. However, the agreement was terminated in September 2022, due to the appointment of Ms. Chen as President & Chief Executive Officer. Mr. Buehler also received $18,500 during 2022 for his services on the Board of Directors.
|
| |
|
|
(4)
|
Mr. Mathiesen became our Chief Executive Officer in August 2014. Pursuant to his employment agreement, Mr. Mathiesen was entitled to an annual base salary of approximately $387,252 based on the currency exchange rate of $1.00 = DKK 6.9722, as of December 31, 2022. Total income for the year ended December 31, 2022 also reflects terms agreed in the separation and release agreement.
|
| |
|
|
(5)
|
Pursuant to Ms. Chen’s employment agreement, Ms. Chen received $35,857 of contribution from the Company to her individual retirement account in 2022. Pursuant to Mathiesen’s employment agreement, Mr. Mathiesen’s received $12,908 and $36,655 of contributions from the Company to his individual retirement account in 2022 and 2021. Pursuant to Mr. Stadil’s employment agreement, Mr. Stadil received $24,383 and $25,909 of contributions from the Company to his retirement account in 2022 and 2021.
|
|
(6)
|
Mr. Stadil became our Chief Financial Officer in November 2021. Pursuant to his employment agreement, Mr. Stadil is entitled to an annual base salary of approximately $243,825 based on the currency exchange rate of $1.00 = DKK 6.9722, as of December 31, 2022.
|
Employment Arrangements
During the year ended December 31, 2022, we had employment agreements with Ms. Chen and Messrs. Buehler, Mathiesen and Stadil. A description of each agreement is set forth below.
Chen Agreement
Effective September 12, 2022 the Company’s Board of Directors appointed Ms. Fei Chen to serve as President and Chief Executive Officer of the Company and as a Director of the Company pursuant to an Executive Services Agreement, dated July 26, 2022, by and between Ms. Chen and LiqTech Holding (the “Chen Agreement”). The Chen Agreement provided as of December 31, 2022 for an annual base salary set at DKK 2,500,000 (or approximately $358,567 based on the currency exchange rate of $1 = DKK 6.9722 as of December 31, 2022) and taxable car allowance set at DKK 192,000 (or approximately $27,538 based on the currency exchange rate of $1 = DKK 6.9722 as of December 31, 2022) and an annual cash bonus of up to 150% of her annual salary if certain performance targets are met, as determined annually by the Company’s Compensation Committee. During 2022, Ms. Chen was eligible for a performance bonus of DKK 48,077 (approx. USD $6,600) for each week of employment. Ms. Chen is entitled to an annual grant of up to 100% of the base salary payable in restricted stock units vesting over a 3-year period. The Chen Agreement also provides that Ms. Chen was granted on her employment start date a grant of restricted stock equal to USD $350,000, which shall vest in three equal annual installments over the next three years so long as Ms. Chen remains employed by the Company. Ms. Chen is entitled to six weeks of vacation, home internet service, a LiqTech Holding mobile phone, a LiqTech Holding laptop and reimbursement of LiqTech Holding-related travel expenses. LiqTech Holding may terminate the Chen Agreement upon not less than twelve months prior notice, and Ms. Chen may terminate the Chen Agreement with six months prior notice.
Buehler Agreement
On March 18, 2022 Mr. Alexander Buehler was appointed Interim Chief Executive Officer of the Company. Pursuant to the terms of the interim agreement, in consideration for his services, Mr. Buehler received an annual base salary of USD $415,000, earned and paid pro-rata for the number of weeks served as Interim Chief Executive Officer. Mr. Buehler was entitled to an annual share grant of $933,750 earned pro-rata for the number of weeks served as Interim Chief Executive Officer, which vested on January 1, 2023. Furthermore, Mr. Buehler received a share grant of $47,753 for his post-interim Chief Executive Officer service for CEO-transition services, which vested on January 1, 2023. Mr. Buehler was also entitled reimbursement of LiqTech International-related travel expenses.
Mathiesen Agreement
Effective July 30, 2014 the Company’s Board of Directors appointed Mr. Sune Mathiesen to serve as Chief Executive Officer of the Company and as a Director of the Company pursuant to a Director Contract, dated July 15, 2014 (updated on October 15, 2018), by and between Mr. Mathiesen and LiqTech Holding (the “Director Agreement”). The Director Agreement provided as of December 31, 2021 for an annual base salary set at DKK 2,400,000 (or approximately $344,224 based on the currency exchange rate of $1 = DKK 6.9722 as of December 31, 2022) and an annual cash bonus of 100% - 150% of the Director’s annual salary if certain performance targets are met, as determined annually by the Company’s Compensation Committee. Mr. Mathiesen was entitled to five weeks of vacation, home internet service, a company car or equivalent taxable allowance, a LiqTech Holding mobile phone, a LiqTech Holding laptop and reimbursement of LiqTech Holding-related travel expenses. LiqTech Holding could terminate the Mathiesen Agreement upon not less than twelve months prior notice, and Mr. Mathiesen could terminate the Mathiesen Agreement with twelve months prior notice. Mr. Mathiesen began a leave of absence on March 17, 2022, and on May 12, 2022, resigned from the role of Chief Executive Officer. Effective from May 12, 2022, the Company and Mr. Mathiesen entered a separation agreement and release that terminated the Director Agreement.
Stadil Agreement
On November 23, 2021, Mr. Simon Stadil was appointed to serve as Chief Financial officer of the company. Pursuant to the terms of his executive services contract (the “Stadil Executive Agreement”), in consideration for his services, Mr. Stadil will receive a base salary of DKK 1,700,000 (or approximately $243,825 based on the currency exchange rate of $1 = DKK 6.9722 as of December 31, 2022) and taxable car allowance set at DKK 192,000 (or approximately $27,538 based on the currency exchange rate of $1 = DKK 6.9722 as of December 31, 2022) and be eligible for a discretionary annual performance bonus of up to 75% of base salary. Mr. Stadil is entitled to an annual grant of up to 50% of the base salary payable in restricted stock units vesting over a 3-year period. Mr. Stadil is entitled to six weeks of vacation, home internet service, a company car or comparable taxable allowance, a mobile phone, laptop and reimbursement of travel expenses. The Company may terminate the Stadil Executive Agreement upon not less than five months prior notice and Mr. Stadil may terminate the Stadil Executive Agreement with three months prior notice.
Outstanding Equity Awards at Last Fiscal Year End
The following table sets forth all outstanding equity awards held by named executive officers as of December 31, 2022.
| |
|
Option Awards
|
|
|
Stock Awards
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Exercisable
(#)
|
|
|
Number of
Securities
Underlying
Unexercised
Unexercisable
(#)
|
|
|
Equity
Incentive
Plan
Awards:
No. of
Securities
Underlying
Unexercised
Unearned
Options
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number
of Shares
or Units
of Stock
That
Have
Not
Vested
|
|
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
|
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That
Have
Not
Vested
|
|
|
Fei Chen, CEO
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
625,000
|
|
|
$
|
350,000
|
|
|
|
-
|
|
|
|
-
|
|
|
Alexander Buehler, Interim CEO
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
1,021,545
|
|
|
$
|
549,164
|
|
|
|
-
|
|
|
|
-
|
|
|
Simon Stadil, CFO
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
735,294
|
|
|
$
|
375,000
|
|
|
|
-
|
|
|
|
-
|
|
Compensation of Directors
For 2022, the Chairman of the Board was entitled to an annual fee of $63,000; each non-executive director was entitled to $31,500 for services on the Board of Directors; the Audit Committee Chairman was paid an additional annual fee of $11,000 per year, the Compensation Committee Chairman was paid an additional annual fee of $6,500. The Chairman of the Board also receives an automatic annual stock grant in the amount of $73,500 in January each year. Each qualifying non-executive director would receive an automatic annual stock grant in January each year in the amount of $36,750 commencing the first year after full vesting of their initial 25,000 share stock grant that vests over a three-year period. The Company, has not entered any agreements with the Directors of any special compensation in relation to retirement, resignation, change of control or other kinds of events that might lead to the Director leaving the Board of LiqTech International, Inc.
The following table provides information regarding compensation that was earned or paid to the individuals who served as non-employee directors during the year ended December 31, 2022.
|
Name
|
|
Fees
earned
or
paid in
cash
(1)($)
|
|
|
Stock
Awards
(2)($)
|
|
|
Option
awards
(2)
|
|
|
Non-equity
incentive
plan
compensation
|
|
|
Non-qualified
deferred
compensation
earnings
|
|
|
All other
compensation
|
|
|
Total
|
|
|
Mark Vernon
|
|
|
63,000
|
|
|
|
73,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
136,500
|
|
|
Peyton Boswell
|
|
|
31,500
|
|
|
|
36,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
68,250
|
|
|
Richard Meeusen
|
|
|
46,248
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
46,248
|
|
|
(1)
|
Our independent directors are entitled to cash compensation of $31,500 per year, the chairman of our Board is entitled to additional $31,500 per year, the chairman of our Audit Committee is entitled to additional $11,000 per year and the chairman of our Compensation Committee is entitled to additional $6,500 per year.
|
| |
|
|
(2)
|
These amounts represent the aggregate grant date fair value for stock awards granted in 2022, computed in accordance with FASB ASC Topic 718. As such, these amounts do not correspond to the compensation actually realized by each director for the period.
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
The following table sets forth, as of March 22, 2023, certain information regarding the beneficial ownership of our common stock, the only class of capital stock we have currently outstanding, of (i) each director and “named executive officers” (as defined in the section titled “Executive Compensation — Summary Compensation Table”) individually, (ii) our Chief Financial officer, (iii) all directors and executive officers as a group, and (iv) each person known to us who is known to be the beneficial owner of more than 5% of our common stock. In accordance with the rules of the SEC, “beneficial ownership” includes voting or investment power with respect to securities. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
|
Name of Beneficial Owner(1)
|
|
Shares of
Common Stock
Beneficially
Owned (2)
|
|
|
Percentage of
Common Stock
Beneficially
Owned (3)
|
|
|
Directors and NEOs
|
|
|
|
|
|
|
|
|
|
Alexander Buehler
|
|
|
2,029,660
|
|
|
|
4.6
|
%
|
|
Mark Vernon
|
|
|
721,093
|
|
|
|
1.6
|
|
|
Peyton Boswell
|
|
|
557,160
|
|
|
|
1.3
|
|
|
Richard Meeusen
|
|
|
119,666
|
|
|
|
*
|
|
|
Simon Stadil
|
|
|
80,000
|
|
|
|
*
|
|
|
Sune Mathiesen
|
|
|
80,000
|
|
|
|
*
|
|
|
Fei Chen
|
|
|
-
|
|
|
|
*
|
|
|
All executive officers and directors as a group (7 persons)
|
|
|
3,587,579
|
|
|
|
8.2
|
%
|
| |
|
|
|
|
|
|
|
|
|
5% Shareholders:
|
|
|
|
|
|
|
|
|
|
Bleichroeder LP (4)
|
|
|
4,522,617
|
|
|
|
9.99
|
%
|
|
Laurence W. Lytton (5)
|
|
|
4,522,617
|
|
|
|
9.99
|
%
|
|
AWM Investment Company, Inc.
|
|
|
2,430,141
|
|
|
|
5.37
|
%
|
| |
(1)
|
Unless otherwise indicated, the address for each person listed above is: c/o LiqTech Holding A/S, Industriparken 22C, DK-2750 Ballerup, Denmark.
|
| |
|
|
| |
(2)
|
Under the rules and regulations of the SEC, beneficial ownership includes (i) shares actually owned, (ii) shares underlying preferred stock, options and warrants that are currently exercisable and (iii) shares underlying options and warrants that are exercisable within 60 days of March 22, 2023. All shares beneficially owned by a particular person under clauses (ii) and (iii) of the previous sentence are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
| |
|
|
| |
(3)
|
Based on 45,271,441 shares issued and outstanding as of March 22, 2023.
|
| |
|
|
| |
(4)
|
Bleichroeder LP is deemed to be the beneficial owner of 4,522,617 shares, or 9.99%, of the common stock ("Common Stock") believed to be outstanding. The 4,522,617 shares include 3,733,289 shares of Common Stock and 789,328 shares of Common Stock issuable upon exercise of warrants. In accordance with the Warrant Agreement, exercise of the warrants is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. If there was no 9.99% limit on the exercise of warrants, Bleichroeder LP would be deemed to be the beneficial owner of 27,783,289 shares of Common Stock, representing 34.22% of the outstanding shares of Common Stock.
|
| |
|
|
| |
(5)
|
Laurence W. Lytton is deemed to be the beneficial owner of 4,522,617 shares, or 9.99%, of the common stock ("Common Stock") believed to be outstanding. The 4,522,617 shares include 3,050,613 shares of Common Stock and 1,472,004 shares of Common Stock issuable upon exercise of warrants. In accordance with the Warrant Agreement, exercise of the warrants is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. If there was no 9.99% limit on the exercise of warrants, Laurence W. Lytton would be deemed to be the beneficial owner of 12,690,616 shares of Common Stock, representing 15.63% of the outstanding shares of Common Stock
|
We know of no arrangements, including pledges, by or among any of the forgoing persons, the operation of which could result in a change of control of us.
The following table provides information, as of December 31, 2022, regarding the number of shares of Company common stock that may be issued from outstanding stock options.
|
Plan Category
|
|
Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants and
rights
|
|
|
Weighted average
exercise price of
outstanding
options,
warrants and
rights
|
|
|
Number of
securities
remaining
available
for future issuance
under equity
compensation
plans
|
|
|
Equity compensation plans approved by security holders:
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
$
|
-
|
|
|
|
9,923,990
|
(1)
|
|
Total
|
|
|
-
|
|
|
|
|
|
|
|
9,923,990
|
(1)
|
(1) On August 21, 2013, the Company’s Board of Directors adopted the 2013 LiqTech International, Inc. Share Incentive Plan (the “2013 Plan”). The 2013 Plan authorized awards that equal to 10% of the total outstanding shares of Common Stock on an as-converted basis as of August 21, 2013, (612,788 shares of Common Stock), plus an increase of that number of shares of Common Stock to be added on each of the third, sixth and ninth anniversary of the 2013 Plan’s effectiveness. Accordingly, on August 21, 2019, 2,053,100 shares of Common Stock became authorized under the 2013 Plan. Pursuant to the terms of 2013 Plan, if any award thereunder terminates, expires, or lapses for any reason, any shares subject to such award shall again be available for the grant of an Award pursuant to the 2013 Plan. On December 31, 2022, the number of securities available for future issuance accounts for 1,923,990 shares of Common Stock issued as “Restricted Share Units”, which were not forfeited prior to vesting.
On November 17, 2022, The Company’s Board of Directors adopted an Equity Incentive Plan (the “2022 Plan”). The 2022 Plan authorizes future issuance of 8,000,000 shares of Common Stock issued as “Restricted Share Units”. On December 31, 2022, the number of securities available for future issuance accounts for 8,000,000 shares of Common Stock issued as “Restricted Share Units”, which were not forfeited prior to vesting.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Transactions with Related Persons
The following discussion relates to types of transactions involving the Company and any of our executive officers, directors, director nominees or five percent stockholders, each of whom we refer to as a "related party." For purposes of this discussion, a "related-party transaction" is a transaction, arrangement, or relationship:
| |
●
|
in which we participate;
|
| |
●
|
that involves an amount in excess of the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and
|
| |
●
|
in which a related party has a direct or indirect material interest.
|
From January 1, 2023 through the date of this Annual Report on Form 10-K, there have been no related-party transactions, except for the executive officer and director compensation arrangements described in the section "Executive Compensation" and as described below.
Policies and Procedures for Related Party Transactions
Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $120,000, or 1% of the average of our total assets at year-end for the last two completed fiscal years, must first be presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees will be required to report to our audit committee any such related party transaction. In approving or rejecting the proposed agreement, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our audit committee will approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion.
|
Item 14.
|
Principal Accountant Fees and Services
|
Audit and Audit-Related Fees
Our independent public accounting firm is Sadler, Gibb & Associates, LLC, Draper, UT, PCAOB Auditor ID PCAOB ID NO: 3627. The aggregate fees billed or expected to be billed by our independent auditors for the audit of our annual consolidated financial statements for the year ended December 31, 2022 and 2021 and for the review of our quarterly financial statements were $169,000 and $164,000, respectively. Our auditors did not provide any tax compliance, planning services, audit-related services, or other services for the Company other than those described above.
Audit Committee Pre-approval
The policy of the Audit Committee is to pre-approve all audit and non-audit services provided by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The Audit Committee has delegated pre-approval authority to certain committee members when expedition of services is necessary. The independent accountants and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent accountants in accordance with this pre-approval delegation, and the fees for the services performed to date. The Audit Committee approved all of the services described above in this Item 14 in advance during the fiscal year ended December 31, 2022.
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(b) Exhibits
|
Exhibit
No.
|
|
Description
|
|
Location
|
| |
|
|
|
|
|
3.1
|
|
|
|
Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
|
| |
|
|
|
|
|
3.2
|
|
|
|
Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
|
| |
|
|
|
|
|
4.1
|
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 2, 2020
|
| |
|
|
|
|
|
4.2
|
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 9, 2020
|
| |
|
|
|
|
|
4.3
|
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 14, 2017
|
| |
|
|
|
|
|
4.4
|
|
|
|
Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2020
|
| |
|
|
|
|
|
4.5
|
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 20, 2021
|
| |
|
|
|
|
|
4.5
|
|
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Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 20, 2021
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4.6
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Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 17, 2022
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4.7
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Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 24. 2022
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10.1
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Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A as filed with the SEC on November 15, 2011 (translated in English)
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10.2
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Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on June 2, 2020
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10.3
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Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on June 2, 2020
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10.4
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on December 5, 2019
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10.5
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on March 30, 2021
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10.6
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on March 30, 2021
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10.7
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on August 20, 2021
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10.8
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on September 28, 2021
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10.9
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Incorporated by reference to the Company’s Form 8-K as filed with the SEC on November 30, 2021
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10.10
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Incorporated by reference to the Company’s Form S-8 as filed with the SEC on January 27, 2014
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10.11
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Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 24, 2022
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10.12
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Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K as filed with the SEC on June 24, 2022
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10.13
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Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K as filed with the SEC on June 24, 2022
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10.14*
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Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on August 1, 2022
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10.15*
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Incorporated by reference to Annex A to the Company’s Proxy Statement pursuant to Section 14(a) of the Exchange Act filed with the SEC on October 3, 2022
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10.16
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Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on November 17, 2022
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21.1
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023. |
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31.1
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Furnished herewith.
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31.2
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Furnished herewith.
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32.1
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Furnished herewith.
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32.2
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Furnished herewith.
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101. INS
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Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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101. CAL
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Inline XBRL Taxonomy Extension Calculation Link base Document
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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101. DEF
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Inline XBRL Taxonomy Extension Definition Link base Document
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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101. LAB
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Inline XBRL Taxonomy Label Link base Document
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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101. PRE
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Inline XBRL Extension Presentation Link base Document
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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101. SCH
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Inline XBRL Taxonomy Extension Scheme Document
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Previously filed or furnished, as required with the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Provided herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LIQTECH INTERNATIONAL, INC.
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Date: April 28, 2023
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By:
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/s/ Fei Chen
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Fei Chen
Chief Executive Officer and Principal Executive Officer
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In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.
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Signatures
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Title
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Date
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/s/ Mark Vernon
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Chairman of the Board of Directors
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April 28, 2023
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Mark Vernon
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/s/ Fei Chen
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President, Chief Executive Officer, Principal Executive Officer and Director
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April 28, 2023
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Fei Chen
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/s/ Simon Stadil
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Chief Financial Officer, Principal Financial and Accounting Officer
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April 28, 2023
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Simon Stadil
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/s/ Alexander Buehler
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Director
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April 28, 2023
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Alexander Buehler
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/s/ Peyton Boswell
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Director
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April 28, 2023
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Peyton Boswell
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/s/ Richard Meeusen
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Director
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April 28, 2023
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Richard Meeusen
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0001437749-23-011651ex_509735.htm
Exhibit 31.1
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Fei Chen, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2022 of Liqtech International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 28, 2023
|
By:
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/s/ Fei Chen
|
| |
Name:
|
Fei Chen
|
| |
Title:
|
Chief Executive Officer and Principal
|
| |
|
Executive Officer
|
0001437749-23-011651ex_509736.htm
Exhibit 31.2
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Simon Stadil, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2022 of Liqtech International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 28, 2023
|
By:
|
/s/ Simon Stadil
|
| |
Name:
|
Simon Stadil
|
| |
Title:
|
Chief Financial Officer and Principal Financial and Accounting Officer
|
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