STOCK TITAN

Major LiqTech (LIQT) investor lifts stake to 20.9% with $3M debt-for-equity deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

LiqTech International’s major shareholder group updated its ownership following recent financing moves. Funds managed by Bleichroeder, Bleichroeder Holdings LLC and Andrew Gundlach now beneficially own 6,882,239 common shares, equal to 20.9% of LiqTech’s outstanding stock.

The group bought 700,000 shares in LiqTech’s June 2026 underwritten public offering at $1.00 per share and converted $3,000,000 of promissory notes into 3,000,000 shares under a debt cancellation and exchange agreement. They also hold warrants to acquire up to 6,832,379 additional shares, subject to a 9.99% beneficial ownership limitation.

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Insights

Large LiqTech holder consolidates a 20.9% stake via cash purchase and debt-for-equity swap.

Funds managed by Bleichroeder and associated entities report beneficial ownership of 6,882,239 LiqTech shares, or 20.9% of outstanding stock. This reflects participation in a June 2026 underwritten offering and a $3,000,000 debt cancellation and share exchange.

The group also holds warrants for up to 6,832,379 additional shares, constrained by a 9.99% beneficial ownership cap. Without this cap, their position would be 13,714,618 shares, or 34.5% of shares outstanding. Future company filings may clarify how often the warrants are exercised within this limit.

Beneficial ownership 6,882,239 shares Common stock beneficially owned by reporting persons
Ownership percentage 20.9% Portion of LiqTech outstanding shares held by reporting persons
Offering purchase 700,000 shares at $1.00/share Bought in June 2026 underwritten public offering
Debt cancelled $3,000,000 principal Promissory notes cancelled for 3,000,000 shares
Debt-for-equity shares 3,000,000 shares Issued under debt cancellation and exchange agreement
Warrants held 6,832,379 shares Maximum shares issuable upon warrant exercise
Potential shares without cap 13,714,618 shares (34.5%) Shares deemed owned if 9.99% cap did not apply
Shares outstanding baseline 32,947,841 shares Outstanding shares used to compute ownership percentages
beneficially own financial
"As of the date of this , the Reporting Persons beneficially own 6,882,239 Shares, representing 20.9% of the outstanding Shares."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
underwritten public offering financial
"funds managed by the Reporting Persons agreed to buy 700,000 shares of Common Stock in the Issuer's underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
debt cancellation and exchange agreement financial
"pursuant to the terms of a debt cancellation and exchange agreement (the "Debt Cancellation Agreement") entered into between the Issuer and funds managed by the Reporting Persons"
registration rights agreement financial
"entered into a registration rights agreement (the "2026 Registration Rights Agreement") pursuant to which the Issuer agreed to provide, among other things, resale registration rights"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
beneficial ownership limitation financial
"however the exercise of such warrants are subject to a beneficial ownership limitation of 9.99% of the number of Shares outstanding"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
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FAQ

How many LiqTech (LIQT) shares do the reporting persons currently own?

The reporting persons beneficially own 6,882,239 LiqTech shares, representing 20.9% of the company’s outstanding common stock. These shares were accumulated through open market and private purchases, participation in a 2026 offering, and a debt cancellation and exchange agreement.

What new LiqTech (LIQT) shares did the group acquire in 2026?

In June 2026, funds managed by the reporting persons agreed to buy 700,000 LiqTech shares in an underwritten public offering at $1.00 per share. They also received 3,000,000 shares in exchange for cancelling $3,000,000 of promissory note principal.

How large could the LiqTech (LIQT) position become if all warrants were exercised?

Without the 9.99% limitation, the reporting persons would be deemed to own 13,714,618 LiqTech shares, including 6,832,379 from warrant exercises. That would represent 34.5% of the company’s 32,947,841 outstanding shares referenced in the filing.

How was LiqTech’s (LIQT) total share count calculated in this ownership filing?

The filing bases ownership percentages on 32,947,841 LiqTech shares outstanding. This total combines 29,947,841 shares reported outstanding after the 2026 offering and 3,000,000 additional shares issued under the noted debt cancellation agreement.

What agreements between LiqTech (LIQT) and the reporting persons are highlighted?

Key agreements include a debt cancellation and exchange agreement converting $3,000,000 of note principal into 3,000,000 shares and a 2026 registration rights agreement. The latter provides resale registration rights for shares issued under the debt cancellation arrangement.





53632A300

(CUSIP Number)
Bleichroeder LP
1345 Avenue of the Americas, 47 th Floor,
New York, NY, 10105
(212) 698-3101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/05/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Bleichroeder LP
Signature:Andrew Gundlach
Name/Title:Chairman and CEO
Date:06/09/2026
Bleichroeder Holdings LLC
Signature:Andrew Gundlach
Name/Title:Chairman and CEO
Date:06/09/2026
Andrew Gundlach
Signature:Andrew Gundlach
Name/Title:Chairman and CEO
Date:06/09/2026