0001437749-23-018525liqt20230626_8k.htm
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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): June 23, 2023
 
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)
 
+4544986000
(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.
 
Departure of Mark Vernon as Chairman of the Board, Chairman of the Boards Governance and Nominating Committee, and Director
 
On June 23, 2023, Mark Vernon notified LiqTech International, Inc. (the “Company”), that he was resigning as the Chairman of the Board of Directors of the Company (the “Board”), as the Chairman of the Board’s Governance and Nominating Committee, and as a member of the Board, effective immediately. Mr. Vernon’s resignation is not the result of any disagreement with the Company relating to its operations, policies or practices or with its Board or management.
 
Appointment of Alexander Buehler as Chairman of the Board and Chairman of the Boards Governance and Nominating Committee
 
On June 23, 2023, the Board appointed Alexander Buehler as the Chairman of the Board and the Chairman of the Board’s Governance and Nominating Committee of the Company, effective immediately, to fill the vacancies in those positions created by Mr. Vernon’s resignation. Mr. Buehler will be compensated for these new roles in accordance with the Company’s standard compensation policies and practices for the Board.
 
Appointment  of Martin Kunz as Director
 
On June 23, 2023, the Board appointed Martin Kunz as an independent director of the Company, effective immediately, to fill the vacancy in the Board created by Mr. Vernon’s resignation, with a term expiring at our annual meeting of stockholders in 2023, until his successor is duly elected and qualified, or until his earlier resignation, removal or death.
 
Mr. Kunz will be compensated for his service as a director consistent with the compensation paid to the Company’s other independent directors. Mr. Kunz was granted an initial equity award of $36,750 of restricted stock units (“RSUs”) upon his appointment. The RSUs will vest over a one-year period.
 
The Board determined that Mr. Kunz is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) thereunder and the listing standards of the Nasdaq Capital Market. There are no arrangements or understandings between Mr. Kunz and any other person in connection with his appointment as director of the Company, and there are no transactions or relationships between Mr. Kunz and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
 
 
Item 7.01. Regulation FD Disclosure.
 
On June 26, 2023, 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.
 
This information shall not 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.
 
 

 
Item 9.01 Financial Statements and Exhibits
 
 
(d)
Exhibits:
 
EXHIBIT NO.
 
DESCRIPTION
 
LOCATION
99.1
   
Furnished herewith
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: June 26, 2023
 
/s/  Simon Stadil
 
   
Simon Stadil
 
   
Chief Financial Officer
 
 
 
0001437749-23-018525ex_538281.htm

EXHIBIT 99.1

 

 

LiqTech Announces Board Succession Change and Appointment of New Director

 

LIQTECH HOLDING, BALLERUP, DENMARK Jun 26, 2023 8:00 AM ET

 

BALLERUP, Denmark, June 26, 2023 -- LiqTech International, Inc. (NASDAQ: LIQT), a clean technology company that manufactures and markets highly specialized filtration products and systems, announces the following changes to its Board of Directors in accordance with ongoing succession planning.

 

Chairman Mark Vernon has announced that he will retire from the Board today after serving as a Director for more than 10 years and as Chairman for the past five years. Alex Buehler, who joined the Board in 2018 and who served briefly as the Company's Interim Chief Executive Officer in 2022, has been appointed as Chairman of the Board with immediate effect. Alex is currently the President & CEO of Integrated Water Services and an independent director and Chairman of the Audit Committee of Energy Recovery. Alex will also serve as Chairman of LiqTech's Governance & Nominating Committee.

 

Commenting on Mark Vernon's retirement, Fei Chen, Chief Executive Officer of LiqTech, said:

 

"On behalf of our shareholders, the Board acknowledges with gratitude Mark's significant contribution to LiqTech over the past 10 years. In his role as Chairman, Mark's leadership and steady hand have been vital in guiding the business through significant changes and challenges."

 

Commenting on his retirement and Alex Buehler's appointment, Mark Vernon, Chairman, said:

 

"It has been a pleasure to serve the shareholders and the Company for over 10 years and, throughout this time, face the challenges of a technology company in gaining market traction and developing a professional management team and core business processes. I express to everyone at LiqTech my very best wishes for the future and am confident that the Company will be successful in developing into a high-growth, profitable business.

 

"Alex's previous experience as Interim Chief Executive Officer of LiqTech in 2022, combined with his international business experience, has prepared him well to assume the role of Chairman of the Board at this important time in its evolution. His skills, Company insight and experience make him an ideal fit in this new role, and I have full confidence in his ability to help guide the Company through the next phases of its growth and development."

 

Further, LiqTech is pleased to announce that Mr. Martin Kunz has been appointed to the Company's Board of Directors with immediate effect. Martin has also been appointed to serve on the Company's Audit, Compensation, and Governance & Nominating Committees. Martin brings to the Board very broad experience across multiple industrial end markets along with extensive international exposure. He is currently serving as the President & CEO of Concentric AB, a publicly traded globally operating company listed on the Swedish Stock Exchange that specializes in innovative solutions in flow control and fluid power. Prior to this, Martin held senior leadership roles at Xylem and Pentair.

 

Newly appointed Chairman, Alex Buehler, stated, "It is an honor and privilege to serve as the next Chairman of the Board for LiqTech International, and I want to thank Mark for his many years of service and lasting contribution to the Company. Moreover, I look forward to continuing the close collaboration with our CEO, Fei Chen, the Board, and the management team as we strive to accelerate strategic and commercial momentum across the business and unlock the full potential of LiqTech's differentiated products and technologies. We are delighted to appoint Martin to the Board of Directors and look forward to his contributions and insight into achieving our business objectives."

 

 

 

ABOUT LIQTECH INTERNATIONAL, INC.

 

LiqTech International, Inc., a Nevada corporation, is a clean technology company that provides state-of-the-art ceramic silicon carbide filtration technologies for gas and liquid purification. LiqTech's silicon carbide membranes are designed to be used in the most challenging purification applications, and its silicon carbide filters are used to control diesel exhaust soot emissions. Using nanotechnology, LiqTech develops products using its proprietary silicon carbide technology, resulting in a wide range of component membranes, membrane systems, and filters for both microfiltration and ultrafiltration applications. By incorporating LiqTech's SiC liquid membrane technology with the Company´s extensive systems design experience and capabilities, LiqTech offers unique, turnkey solutions for the most difficult water purification applications.

 

For more information, please visit: www.liqtech.com

 

Follow LiqTech on Linkedln: http://www.linkedin.com/company/liqtech-international

 

Follow LiqTech on Twitter: https://twitter.com/LiqTech

 

Forward-Looking Statements

 

This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation, and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.