Current Report Filing (8-k)
June 06 2019 - 5:11PM
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):
May 31, 2019
ORIGINCLEAR, INC.
(Name of registrant as specified in its charter)
Nevada
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333-147980
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26-0287664
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation or organization)
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Identification Number)
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525 S. Hewitt Street,
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Los Angeles, California
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90013
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(Address of principal executive offices)
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(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))
Securities registered
pursuant to Section 12 of the Act: None.
Indicate by check
mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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
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 May 28, 2019 and June 4,
2019, holders of convertible promissory notes converted an aggregate principal and interest amount of $53,154 into an aggregate
of 265,767,540 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.
Consultant Issuances
Between May 31, 2019 and June 3, 2019, the
Company issued to consultants an aggregate of 32,846,154 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.
Make Good Issuances
In connection with certain one-time make good
agreements, on May 31, 2019, the Company issued an aggregate of 16,258,741 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.
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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June 6, 2019
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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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