Current Report Filing (8-k)
January 11 2018 - 5:29PM
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 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 3.02
Unregistered Sales of Equity Securities
Private Placement
As previously reported by OriginClear, Inc.
(the “Company”), the Company had commenced an offering (the “Private Placement”) under Regulation 506c
of Regulation D and/or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement
terminated on December 21, 2017. Pursuant to the Private Placement, the Company sold 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, (iv) a Class C Warrant to purchase one share of
its common stock and (v) a Class D Warrant to purchase one share of its common stock to qualified investors. The Units, and securities
included therein, offered in the Private Placement were not 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.
Between December 4, 2017 and December 21, 2017,
the Company sold, in the Private Placement, an aggregate of 2,579,640 Units of its securities to accredited investors for an aggregate
consideration of $64,491.
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 and/or Regulation S promulgated under the Securities Act.
Consultant Issuances
Between December 22, 2017 and December
29, 2017, the Company issued to consultants an aggregate of 3,927,407 shares of the Company’s common stock in lieu of cash
considerations.
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 December 29, 2017, the Company issued an aggregate of 707,465 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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January 11, 2018
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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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