Current Report Filing (8-k)
December 17 2019 - 5:19PM
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 11, 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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 1.01 Entry into a Material Definitive Agreement.
On December 11, 2019, OriginClear, Inc. (the “Company”)
entered into an exchange agreement (the “Exchange Agreement”) with a noteholder of the Company. Pursuant to the Exchange
Agreement, the Company issued 34,200 shares of newly created Series M Preferred Stock of the Company to the holder in exchange
for an outstanding convertible note of the Company in the amount of $171,260 (including accrued interest thereon).
In connection with the Exchange Agreement, on December 11, 2019,
the Company filed a Certificate of Designation of Series M Preferred Stock (the “Series M Certificate of Designation”)
with the Secretary of State of Nevada, which designated 800,000 shares of the Company’s blank check preferred stock as Series
M Preferred Stock. Pursuant to the Series M Certificate of Designation:
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The Series M Preferred Stock entitles the holders to an annual 10% dividend, payable monthly, on the stated value of $25.00
per share, payable in preference to payment of any dividend on the common stock.
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The Series M Preferred Stock does not have voting rights, except as required by law and with respect to certain protective
provisions set forth in the Series M Certificate of Designation.
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The Series M Preferred Stock has a liquidation preference of $25.00 per share plus any accrued but unpaid dividends, before
any payments to holders of common stock.
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The Series M Preferred Stock is convertible into common stock in an amount determined by dividing the stated value being converted
by the conversion price. The conversion price will be equal to 80% of the average closing price of the common stock for the last
five trading days prior to the date the Company receives a conversion notice. The Series M Preferred Stock may not be converted
to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s
outstanding common stock.
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The Series M Preferred Stock will be redeemable at the option of the Company, after the first anniversary of the original issuance
date of the Series M Preferred Stock, at a redemption price of $25.00 per share plus any accrued but unpaid dividends.
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In connection with the foregoing, the Company relied upon the exemption
from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public
offering.
The foregoing descriptions of the Exchange Agreement and Series
M Certificate of Designation are qualified by reference to the full text of such documents which are filed as exhibits to this
report.
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 December 11, 2019 and December 17, 2019, holders of convertible promissory
notes converted an aggregate principal and interest amount of $27,089 into an aggregate of 281,784 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, on November 29, 2019, the Company issued an aggregate of 21,795 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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information under Item 1.01 is incorporated
by reference into this Item 5.03.
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: December 17, 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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3
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