Current Report Filing (8-k)
February 24 2017 - 5:25PM
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): February 17, 2017
ORIGINCLEAR, INC.
(Name of registrant as specified in
its charter)
Nevada
(State or other jurisdiction of
Incorporation or organization)
525 S. Hewitt Street,
Los Angeles, California
(Address of principal executive offices)
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333-147980
(Commission File Number)
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26-0287664
(I.R.S. Employer
Identification Number)
90013
(Zip Code)
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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 February 10, 2017 and February 24, 2017, the Company issued
to consultants an aggregate of 22,950,000 shares of the Company’s common stock in lieu of cash consideration. The issuances
are subject to certain leak out provisions limiting the number of shares which may be traded in any monthly period.
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 February 10, 2017, the Company issued an aggregate of 3,046,558 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
Between February 8, 2017 and February 20, 2017,
the Company sold, in a private placement, an aggregate of 37,900,000 shares of its common stock to accredited investors for an
aggregate consideration of $189,500 (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 and/or Regulation S 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.
2
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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February 24, 2017
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By:
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/s/ T. Riggs Eckelberry
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Name: T. Riggs Eckelberry
Title: Chief Executive Officer
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