Current Report Filing (8-k)
October 04 2019 - 5:17PM
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): September 30, 2019
OriginClear,
Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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333-147980
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26-0287664
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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525
S. Hewitt Street
Los
Angeles, CA 90013
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code (323) 939-6645
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):
☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02 Unregistered Sales of Equity Securities
Consultant
Issuances
Between
August 30, 2019 and September 30, 2019 the Company issued to consultants and one employee for performance an aggregate of 686,364,767
shares of the Company’s common stock for services.
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 since, among other things, the transactions did not involve a public offering.
Conversion
of Notes
As
previously reported, the Company entered into agreements by and between the Company and various investors by which investors hold
convertible promissory notes convertible into shares of the Company’s common stock. Between August 15, 2019 and September
24, 2019, holders of convertible promissory notes converted an aggregate principal, interest and make good amount of $82,700 into
an aggregate of 826,999,585 shares of the Company’s 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.
Make
Good Issuances
In
connection with certain one-time make good agreements, between August 30, 2019 and September 30, 2019, the Company issued an aggregate
of 103,532,723 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.
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
September 30, 2019, OriginClear, Inc. (the “Company”) dismissed Liggett & Webb, P.A. (“Liggett & Webb”)
as the Company’s independent registered public accounting firm and engaged M&K CPAS, PLLC (“M&K”) as
the Company’s independent registered public accounting firm. The reports of Liggett & Webb on the Company’s financial
statements for the years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that, the reports included
an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. The
decision to dismiss Liggett & Webb and engage M&K as the Company’s independent registered public accounting firm
was approved by the Company’s board of directors.
During
the years ended December 31, 2018 and December 31, 2017, and in the subsequent interim period through September 30, 2019, the
Company has not had any disagreements with Liggett & Webb on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved to Liggett & Webb’s satisfaction, would
have caused Liggett & Webb to make reference thereto in its report on the Company’s financial statements for such periods.
During
the years ended December 31, 2018 and December 31, 2017, and in the subsequent interim period through September 30, 2019, there
were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Liggett & Webb with a copy of this disclosure set forth under this Item 4.01 and requested that Liggett &
Webb furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from Liggett & Webb is attached hereto as Exhibit 16.1.
During
the years ended December 31, 2018 and December 31, 2017 and in the subsequent interim period through September 30, 2019, the Company
has not consulted with M&K with respect to the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that would have been rendered on the Company’s financial statements, or any other
matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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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Date: October 4, 2019
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By:
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/s/
T. Riggs Eckelberry
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T.
Riggs Eckelberry
Chief
Executive Officer
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