LiqTech International, Inc.
33.70%
3,182,239
1307579
May 21, 2026
May 27, 2026, 04:32 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Bleichroeder LP | Investment Adviser | 33.70% | 3,182,239 | 3,182,239 | 0 |
| Bleichroeder Holdings LLC | Holding Company | 33.70% | 3,182,239 | 3,182,239 | 0 |
| Andrew Gundlach | Individual | 33.70% | 3,182,239 | 3,182,239 | 0 |
Disclosure Items (5)
Item 3 to Schedule 13D is hereby amended to include the following: On May 22, 2026, funds managed by the Reporting Persons purchased 9.09% original discount promissory notes (the "2026 Notes") in an aggregate principle amount of $550,000 pursuant to a note purchase agreement entered into by and among the Issuer, funds managed by the Reporting Person and another investor (the "Note Purchase Agreement"). The 2026 Notes have a term of two months and do not bear interest during this period. However, if the 2026 Notes are not repaid by the maturity date, the 2026 Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the 2026 Notes remain unpaid, up to a maximum of 16% per annum, payable monthly. Proceeds from the 2026 Notes shall be used for working capital and general corporate purposes. As of May 27, 2026, accounts and funds managed by the Reporting Persons hold 3,182,239 Shares, which were acquired pursuant to open market purchases and private purchases.
As of the date of this Schedule 13D, the Reporting Persons beneficially own 3,182,239 Shares, representing 33.7% of the outstanding Shares. The Reporting Persons also beneficially own warrants representing the right to acquire up to an aggregate of 6,832,379 Shares, however, the exercise of such warrants are subject to a beneficial ownership limitation of 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of such warrants. If there was no 9.99% limit on the exercise of the warrants, the Reporting Persons would be deemed to be the beneficial owners of 10,014,618 Shares (including 6,832,379 Shares that would be issuable upon exercise of the warrants held by the Reporting Persons), representing 61.5% of the outstanding Shares. The percentages used herein are based upon the 9,947,841 Shares reported to be outstanding as of May 12, 2026, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
The Reporting Persons have sole voting and dispositive power over 3,182,239 Shares.
Except as set forth in Item 3 and Item 4, the Reporting Persons have not effected any transaction in the Shares during the past sixty days.
Item 6 to Schedule 13D is hereby amended to include the following: The disclosure under Item 3 and Item 4 in this Amendment is incorporated herein by reference. The summaries contain herein of the Note Purchase Agreement and the form of Note, as applicable, are not intended to be complete and are qualified in their entirety by reference to the full text of Note Purchase Agreement and the form of Note, as applicable, copies of which are filed as exhibits hereto and which are incorporated by reference herein. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7 to Schedule 13D is hereby amended to include the following: Exhibit 99.1: Introductory Statement Exhibit 99.2: Note Purchase Agreement, by and among the Issuer, 21 April Fund, Ltd., 21 April Fund, LP and Laurence W. Lytton, dated May 22, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 26, 2026). Exhibit 99.3: Form of Note (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on May 26, 2026).