Current Report Filing (8-k)
October 05 2017 - 5:21PM
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 29, 2017
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
Incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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525
S. Hewitt Street,
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))
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
1.01 Entry into a Material Definitive Agreement
As
previously reported by OriginClear, Inc. (the “Company”), the Company has commenced an offering under Regulation 506c
of Regulation D (the “Private Placement”) of the Securities Act of 1933, as amended (the “Securities Act”)
pursuant to which the Company shall sell units of its securities (the “Units”) with each Unit consisting of (i) one
restricted share of its common stock (ii) a Class A Warrant to purchase one share of its common stock, (iii) a Class B Warrant
to purchase one share of its common stock and (iv) a Class C Warrant to purchase one share of its common stock to qualified investors.
The securities offered in the Private Placement will not be and have not been registered under the Securities Act and may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On
September 29, 2017, the Company amended the Private Placement to lower the price per Unit from $0.05 per Unit to $0.025 per Unit
and has extended this to those subscriptions already received. As a result, the Company issued an aggregate of 9,240,000 additional
shares of the Company’s common stock and warrants to purchase, at exercise prices between $0.035 and $0.12, an additional
aggregate amount of 21,238,571 shares to previous subscribers in the Private Placement.
On
October 5, 2017, the Company further amended the Private Placement to include a fourth Class D Warrant to purchase shares of common
stock at an exercise price of $0.035. The Warrant expires on March 1, 2018 and will be provided to qualified investors who invest
a minimum aggregate of $50,000 in the Private Placement.
The
securities referenced above were offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities
Act, and Rule 506(c) of Regulation D promulgated under the Securities Act.
Item
3.02 Unregistered Sales of Equity Securities
Private
Placement
Between
September 20, 2017 and September 28, 2017, the Company sold, in the Private Placement, an aggregate of 600,000 shares of its common
stock to accredited investors for an aggregate consideration of $30,000.
Consultant
Issuances
On
September 29, 2017, the Company issued to consultants an aggregate of 2,068,222 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.
Conversion
of Series B Preferred Stock
On
October 3, 2017, a holder of Series B Preferred Stock converted 3,333 shares of the Company’s Series B Preferred Stock into
an aggregate of 1,428,429 shares of the Company’s common stock. The shares of common stock issued included 476,143 shares
issued upon conversion of the 3,333 shares of Series B Preferred Stock at $1.05 per share and 952,286 shares as a one-time make
good issuance as per the Certificate of Designation of Series B Preferred Stock and agreement between the Company and the holder.
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 September 29, 2017 and October 2, 2017, the Company issued an aggregate
of 883,319 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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October
5, 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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3
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