SEC Comment Letter for LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579) (LIQT) — Oct 10, 2017
LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579)
Date: Oct. 10, 2017 · CIK: 0001307579 · Accession: 0000000000-17-035773
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 October 10, 2017 Via E-Mail Mr. Soren Degn Chief Financial Officer c/o LiqTech North America Inc. 1804 Buerkle Road White Bear Lake, MN 55110
Re: LiqTech International, Inc. Registration Statement on Form S -3 Filed September 15 , 2017 File No. 333 -220496
Dear Mr. Degn :
We have limited our review of your registration statement to those issues that we have addressed in our comments. In some of our comments we may ask you to provide us information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe that our comments app ly to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Since the aggregate market value of your voting and nonvoting common equity held by non -affiliates is less than $75 million, you must satisfy the requirements of General Instruction I.B.6. of Form S -3, including paragraph 7 o f General Instruction I.B.6. On the outside front cover page of the prospectus, please provide the calculation of the aggregate market value of your outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of al l securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on and includes the date of the prospectus.
Mr. Soren Deng LiqTech International, Inc. October 10 , 2017 Page 2
Calculation of Registration Fee Table
2. Disclosure on the front cover and elsewhere indicates that you are offering $20 million of common stock, preferred stock, and/or warrants or combination thereof. Please revise the table to reflect the registration of units and revise the disclosure throughout the registration statement , including the legality opinion, to provide adequate disclosure about the units.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment before the requested effective date of the registration statement.
You may contact Edward M. Kelly, S enior Counsel, at (202) 551 -3728 or me at (202) 551 -3397 if you have any questions .
Sincerely ,
/s/ Jay Ingram
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631
October 10, 2017
Via E-Mail
Mr. Soren Degn
Chief Financial Officer
c/o LiqTech North America Inc.
1804 Buerkle Road
White Bear Lake, MN 55110
Re: LiqTech International, Inc.
Registration Statement on Form S -3
Filed September 15 , 2017
File No. 333 -220496
Dear Mr. Degn :
We have limited our review of your registration statement to those issues that we
have addressed in our comments. In some of our comments we may ask you to provide
us information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and
providing the requested information . If you do not believe that our comments app ly to
your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have additional
comments.
General
1. Since the aggregate market value of your voting and nonvoting common equity held
by non -affiliates is less than $75 million, you must satisfy the requirements of
General Instruction I.B.6. of Form S -3, including paragraph 7 o f General Instruction
I.B.6. On the outside front cover page of the prospectus, please provide the
calculation of the aggregate market value of your outstanding voting and nonvoting
common equity pursuant to General Instruction I.B.6. and the amount of al l securities
offered pursuant to General Instruction I.B.6. during the prior 12 calendar month
period that ends on and includes the date of the prospectus.
Mr. Soren Deng
LiqTech International, Inc.
October 10 , 2017
Page 2
Calculation of Registration Fee Table
2. Disclosure on the front cover and elsewhere indicates that you are offering $20
million of common stock, preferred stock, and/or warrants or combination thereof.
Please revise the table to reflect the registration of units and revise the disclosure
throughout the registration statement , including the legality opinion, to provide
adequate disclosure about the units.
We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow
adequate time for us to review any amendment before the requested effective date of the
registration statement.
You may contact Edward M. Kelly, S enior Counsel, at (202) 551 -3728 or me at
(202) 551 -3397 if you have any questions .
Sincerely ,
/s/ Jay Ingram
Jay Ingram
Legal Branch Chief
Office of Manufacturing and Construction
cc: Via E-mail
Clayton E. Parker, Esq.
Matthew Ogurick, Esq.
John C. Scarborough, Jr., Esq.
K&L Gates LLP
200 South Biscayne Boulevard, Suite 3900
Miami, FL 33131