SCHEDULE: Bleichroeder LP Increases Stake in LiqTech International

Bleichroeder LP has amended its Schedule 13D filing to reflect an increased beneficial ownership of LiqTech International, Inc. common stock to 20.9%, following a debt cancellation and exchange agreement and participation in a public offering.

Summary

• Bleichroeder LP, along with Bleichroeder Holdings LLC and Andrew Gundlach, have collectively increased their beneficial ownership of LiqTech International, Inc. common stock to 6,882,239 shares, representing 20.9% of the outstanding shares.
• This increase is a result of several transactions: participation in the Issuer's underwritten public offering on June 5, 2026, where 700,000 shares were purchased at $1.00 per share, and the cancellation of $3,000,000 in principal debt in exchange for 3,000,000 shares on June 8, 2026.
• The reporting persons also hold warrants for an additional 6,832,379 shares, but their exercise is limited by a 9.99% beneficial ownership cap.
• The total outstanding shares considered for percentage calculation are 32,947,841, including shares from the public offering and the debt cancellation.
• A registration rights agreement was entered into on June 4, 2026, granting resale registration rights for shares issued via the debt cancellation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting increased investment and a reduction in debt, though the warrant limitations introduce some complexity.

Positives

• Bleichroeder LP has significantly increased its stake in LiqTech International, demonstrating continued confidence in the company.
• The debt cancellation of $3,000,000 reduces the company's outstanding debt obligations.
• The acquisition of shares through both a public offering and debt exchange suggests strategic financial maneuvering by the reporting persons.
• The company has secured resale registration rights for shares issued under the debt cancellation agreement, potentially facilitating future liquidity for the reporting persons.

Negatives

• The company has outstanding debt that was partially cancelled, indicating prior financial strain.
• The beneficial ownership limitation on warrants (9.99%) restricts the reporting persons' ability to fully exercise their potential stake, capping their influence at 34.5% if the limit were removed.

Risks

• The beneficial ownership limitation of 9.99% on warrants could create complexities in future share acquisitions or disposals.
• The company's reliance on debt financing and subsequent debt cancellation may indicate ongoing financial challenges.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company regarding future performance. However, the inclusion of a registration rights agreement suggests a potential future intent to sell or distribute the newly acquired shares.

Management Comments

• Funds managed by the Reporting Persons agreed to buy 700,000 shares of Common Stock in the Issuer's underwritten public offering.
• $3,000,000 of the outstanding principle amount of the Notes were cancelled in exchange for the issuance of 3,000,000 Shares.
• The Issuer agreed to provide resale registration rights with respect to the Shares issued pursuant to the Debt Cancellation Agreement.

Industry Context

StockSavvy.ai notes that this filing indicates significant activity from a major shareholder in the water technology sector. The combination of debt-for-equity swaps and participation in public offerings is a common strategy for investors looking to consolidate positions or restructure a company's balance sheet. LiqTech International operates in a competitive space focused on advanced filtration technologies.

Corporate Governance

Related Party Transactions

• The Debt Cancellation and Exchange Agreement involved the cancellation of $3,000,000 of debt owed by the Issuer to funds managed by Bleichroeder LP, in exchange for 3,000,000 shares of common stock.

Stakeholder Impact

• Shareholders: Increased ownership by a significant investor may signal confidence, but the issuance of new shares dilutes existing ownership percentages.
• Creditors: Reduction of $3,000,000 in principal debt improves the company's balance sheet.
• Reporting Persons (Bleichroeder LP, etc.): Increased beneficial ownership and potential for future share resale.

Next Steps

• Potential future resale of shares by Reporting Persons, subject to registration rights and ownership limitations.
• Ongoing management of LiqTech International's operations and financial structure.

Key Dates

Recommendation

The filing details a significant increase in beneficial ownership by Bleichroeder LP, including a debt-for-equity swap and participation in a public offering. While this demonstrates investor commitment and reduces debt, the 9.99% warrant exercise limitation and lack of operational performance data prevent a stronger recommendation. A 'hold' is appropriate pending further clarity on LiqTech's operational performance and strategic direction.

Keywords

LiqTech International, Schedule 13D, Bleichroeder LP, Beneficial Ownership, SEC Filing, Debt Cancellation, Public Offering, Warrants, Registration Rights