Current Report Filing (8-k)
January 06 2017 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): (December 30, 2016)
ORIGINCLEAR,
INC.
(Name
of registrant as specified in its charter)
Nevada
|
|
333-147980
|
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26-0287664
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(State
or other jurisdiction of
Incorporation
or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
Number)
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525
S. Hewitt Street, Los Angeles, California
|
|
90013
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(323) 939-6645
N/A
(Former
name or former address, if changed since last report)
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))
Item
3.02 Unregistered Sales of Equity Securities
Consultant
Issuances
Between
December 22, 2016 and December 30, 2016, the Company issued to consultants an aggregate of 24,169,372 shares of the Company’s
common stock in lieu of cash consideration.
The
securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act.
Make
Good Issuances
In
connection with certain one-time make good agreements, on December 30, 2016, the Company issued an aggregate of 15,324,638 shares
of its common stock to certain holders of its common stock.
The securities
above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act since, among other things, the transactions did not involve a public offering.
Private
Placement
On
December 30, 2016, the Company sold, in a private placement, an aggregate of 7,500,000 shares of its common stock to accredited
investors for an aggregate consideration of $37,500 (the “Offering”). The shares issued in this Offering are subject
to price protection for a period of one year from the issuance of the shares providing that under certain circumstances, the Company
will issue additional shares of common stock of the Company for no additional consideration to the subscribers thereunder. The
subscribers agree to the lock-up provision, under which subject to certain terms and conditions therein, the subscribers shall
not sell any of their shares of common stock of the Company obtained in this Offering for a period of twelve months.
The
securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not
involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in
connection with any distribution thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ORIGINCLEAR,
INC.
|
|
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January
6, 2017
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By:
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/s/
T. Riggs Eckelberry
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Name:
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T.
Riggs Eckelberry
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Title:
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Chief
Executive Officer
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