LIQT

8-K 1 liqt20190327_8k.htm

FORM 8-K

liqt20190327_8k.htm

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): March 28, 2019

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))

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 2.02.      Results of Operations and Financial Condition.

On March 28, 2019, LiqTech International, Inc., a Nevada corporation (the “Company”) issued a press release (the “Earnings Release”) reporting its results for its fourth fiscal quarter of 2018 and its expected revenue for the first fiscal quarter of 2019. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Also, on March 28, 2019, following the approval of the Board of Directors of the Company (the “Board”), the Company delivered notice to the NYSE American of its intent to voluntarily delist the Company’s common stock, par value $0.001 per share (“Common Stock”) and list the Common Stock on the Nasdaq Capital Market.

Item 3.03.      Material Modification to Rights of Security Holders.

On March 26, 2019, the Board of Directors of the Company approved a reverse stock split of the Common Stock, at a ratio of one (1) share of Common Stock for every four (4) shares of Common Stock (the “Reverse Stock Split”). The Company expects to file a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate the Reverse Stock Split on April 8, 2019 and expects the Common Stock to begin trading on the NYSE American on a post-split basis when the market opens on April 9, 2019.

Split Adjustment; Treatment of Fractional Shares

As a result of the Reverse Stock Split, each four (4) pre-split shares of Common Stock outstanding will automatically combine into one (1) new share of Common Stock without any action on the part of the holders, and it is expected that the number of outstanding shares Common Stock will be reduced from approximately 73,078,184 shares to approximately 18,269,546 shares (subject to rounding up of fractional shares).

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 4, will, in lieu of a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.

The Reverse Stock Split is being effected to ensure that the Company continues to meet the per share price requirements of the Nasdaq Capital Market exchange.

Certificated and Non-Certificated Shares

The Company’s transfer agent, Action Stock Transfer, Inc. (“Action Stock Transfer”), which is also acting as the exchange agent for the Reverse Stock Split, will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for