liqt20260331

liqt20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36210

LiqTech International, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-1431677
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Industriparken 22C, DK 2750 Ballerup, Denmark
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +45 3131 5941

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 (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, 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 (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of May 12, 2026, there were 9,947,841 shares of Common Stock, $0.001 par value per share, outstanding.

LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q

For the Period Ended March 31, 2026

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	5

Item 1. Financial Statements	5

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025 (unaudited)	7

Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and March 31, 2025 (unaudited)	8

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months ended March 31, 2026 and March 31, 2025 (unaudited)	9

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025 (unaudited)	11

Notes to Condensed Consolidated Financial Statements (unaudited)	13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3. Quantitative and Qualitative Disclosures About Market Risk	27

Item 4. Controls and Procedures	28

PART II. OTHER INFORMATION	29

Item 1. Legal Proceedings	29

Item 1A. Risk Factors	29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3. Defaults Upon Senior Securities	29

Item 4. Mine Safety Disclosures	29

Item 5. Other Information	29

Item 6. Exhibits	30

SIGNATURES	32

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future political, legislative, economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. This is especially underlined by the potential impacts from the prevailing macro-economic uncertainty on the Company, including the related effects to our business operations, results of operations, cash flows, and financial position. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Forward-looking statements include, but are not limited to, statements concerning:

	●	Our expectations regarding our liquidity, cash flows and uses of cash and ability to continue as a going concern;

	●	The potential adverse effects on our operations and financial performance from armed conflicts or geopolitical tensions;

	●	The potential adverse impact of global trade restrictions, tariffs and geopolitical tensions on our business and supply chain;

	●	The potential negative impact of prolonged energy market volatility and supply disruptions on our business;

	●	The potential adverse impact of health crises, pandemics, and public health emergencies on our business, financial condition, and operations;

	●	Our dependence on a few major customers and the ability to maintain future relationships with one or more of these major customers;

	●	Our ability to operate with financial stability and secure access to external financing and adequate liquidity;

	●	Our ability to secure and source supplies of raw materials and key components in due time and at competitive prices;

	●	Our ability to achieve revenue growth and penetrate new markets;

	●	Our dependence on the expertise and experience of our management team and the retention of key employees;

	●	Our reliance and access to qualified personnel to expand our business;

	●	Our ability to adapt to potentially adverse changes in legislative, regulatory and political frameworks;

	●	Changes in interest rates or tightening of debt capital markets;

	●	Changes in emissions and environmental regulations, and potential further tightening of emission standards;

	●	The exposure to potentially adverse tax consequences;

	●	Our ability to compete under changing governmental standards by which our products are evaluated;

	●	The financial impact from the fluctuation and volatility of foreign currencies;

	●	The potential monetary costs of defending our intellectual property rights;

	●	Our ability to successfully protect our intellectual property rights and manufacturing know-how;

	●	The possibility of a dispute over intellectual property developed in conjunction with third parties with whom we have contractual relationships;

	●	The possibility that we could become subject to litigation that could be costly, limit or cancel our intellectual property rights or divert time and efforts away from our business operations;

	●	The potential negative impact to the sale of our products caused by technological advances of our competitors;

	●	The potential liability for environmental harm or damages resulting from technical faults or failures of our products;

	●	The possibility that an investor located within the United States may not be able to, or find it difficult to, enforce any judgments obtained in United States courts because a significant portion of our assets and some of our officers and directors may be located outside of the United States;

	●	The possibility that we may not be able to develop and maintain an effective system of internal control over financial reporting, leading to inaccurate reports of our financial results;

	●	The possibility of breaches in the security of our information technology systems;

	●	The liability risk of our compliance to environmental laws and regulations; and

	●	The potential negative impact of more stringent environmental laws and regulations as governmental agencies seek to improve minimum standards.

Any forward-looking statement made by us herein speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	*March 31,*		*December 31,*
	*2026*		*2025*

Assets

Current Assets:
Cash and restricted cash	$	2,732,739	$	5,070,385
Accounts receivable, net		3,664,250		3,429,992
Inventories, net		6,478,114		6,479,321
Contract assets		634,154		733,851
Prepaid expenses and other current assets		636,047		245,702

Total Current Assets		14,145,304		15,959,251

Non-Current Assets:
Property and equipment, net		5,624,902		5,845,323
Operating lease right-of-use assets		4,369,053		4,643,680
Deposits and other assets		534,502		545,573
Intangible assets, net		33,320		36,125
Goodwill		242,544		248,145

Total Non-Current Assets		10,804,321		11,318,846

Total Assets	$	24,949,625	$	27,278,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

	*March 31,*			*December 31,*
	*2026*			*2025*

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	2,036,019		$	1,552,890
Accrued expenses		2,227,908			1,795,382
Current portion of finance lease liabilities		504,799			517,759
Current portion of operating lease liabilities		711,295			714,446
Contract liabilities		181,553			140,986

Total Current Liabilities		5,661,574			4,721,463

Non-Current Liabilities:
Deferred tax liability		61,847			63,654
Finance lease liabilities, net of current portion		1,260,692			1,415,908
Operating lease liabilities, net of current portion		3,657,758			3,929,234
Loan from related party		1,159,369			1,265,057
Notes payable, net of debt discounts		5,598,049			5,510,545

Total Non-Current Liabilities		11,737,715			12,184,398

Total Liabilities		17,399,289			16,905,861


Stockholders' Equity:
Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Common stock; par value $0.001, 50,000,000 shares authorized and 9,947,841 and 9,627,064 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		9,948			9,627
Additional paid-in capital		110,463,498			110,427,993
Accumulated deficit		(97,505,233	)		(94,795,121	)
Accumulated other comprehensive loss		(5,341,800	)		(5,209,173	)

Total Stockholders' Equity		7,626,413			10,433,326

Noncontrolling Interest		(76,077	)		(61,090	)

Total Equity		7,550,336			10,372,236

Total Liabilities and Equity	$	24,949,625		$	27,278,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	*For The Three Months Ended*
	*March 31,*
	*2026*			*2025*
Revenue	$	4,136,320		$	4,617,541
Cost of goods sold		3,742,576			4,492,485

Gross Profit		393,744			125,056

Operating Expenses:
Selling expenses		980,674			718,016
General and administrative expenses		1,414,145			1,362,246
Research and development expenses		276,134			230,123

Total Operating Expenses		2,670,953			2,310,385

Loss from Operations		(2,277,209	)		(2,185,329	)

Other Income (Expense):
Interest and other income		16,857			68,751
Interest and other expense		(209,064	)		(48,283	)
Amortization of debt discount		(87,504	)		(168,030	)
Gain (loss) on foreign currency transactions		(168,556	)		35,516
Gain (loss) on disposal of property and equipment		-			(61,306	)

Total Other Expense		(448,267	)		(173,352	)

Loss Before Income Taxes		(2,725,476	)		(2,358,681	)

Income tax benefit		(377	)		(339	)

Net Loss	$	(2,725,099	)	$	(2,358,342	)

Net Loss attributable to noncontrolling interest		(14,987	)		(6,950	)
Net Loss attributable to LiqTech International, Inc.		(2,710,112	)		(2,351,392	)

Loss Per Common Share – Basic and Diluted	$	(0.28	)	$	(0.25	)

Weighted-Average Common Shares Outstanding – Basic and Diluted		9,847,218			9,602,354

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS (UNAUDITED)

	*For the Three Months Ended*
	*March 31,*
	*2026*			*2025*

Net Loss		(2,725,099	)		(2,358,342	)

Loss on foreign currency translation adjustments		(132,627	)		348,346

Total Other Comprehensive Loss	$	(2,857,726	)	$	(2,009,996	)

Net loss attributable to non-controlling interests		14,987			6,950

Total Other Comprehensive Loss Attributable to LiqTech International, Inc.	$	(2,842,739	)	$	(2,003,046	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

													*Accumulated*						*Non-*
							*Additional*						*Other*			*Total*			*controlled*
	*Common Stock*						*Paid-in*			*Accumulated*			*Comprehensive*			*Stockholders’*			*Interest in*			*Total*
	*Shares*			*Amount*			*Capital*			*Deficit*			*Income (Loss)*			*Equity*			*Subsidiaries*			*Equity*
Balance at December 31, 2025		9,627,064			9,627			110,427,993			(94,795,121	)		(5,209,173	)		10,433,326			(61,090	)		10,372,236

Common stock issued in settlement of RSUs		394,226			394			(394	)		-			-			-			-			-

Tax withholdings paid related to stock-based compensation		(73,449	)		(73	)		(182,426	)		-			-			(182,499	)		-			(182,499	)

Stock-based compensation		-			-			218,325			-			-			218,325			-			218,325

Currency translation, net		-			-			-			-			(132,627	)		(132,627	)		-			(132,627	)

Net loss		-			-			-			(2,710,112	)		-			(2,710,112	)		-			(2,710,112	)

Net loss attributable to noncontrolling interest		-			-			-			-			-			-			(14,987	)		(14,987	)