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): February 20, 2018

 

ORIGINCLEAR, INC.

(Name of registrant as specified in its charter)

 

Nevada   333-147980   26-0287664

(State or other jurisdiction of

Incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

         

525 S. Hewitt Street,

Los Angeles, California

      90013
(Address of principal executive offices)       (Zip Code)

 

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 8.01 Other Events.

 

On February 20, 2018, OriginClear, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Feb 20 Note”), in the aggregate principal face amount of $53,000. The Feb 20 Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Feb 20 Note may be converted into shares of the Company’s common stock at a price per share equal to 39% of the lowest trade price of the Company’s common stock recorded during the ten prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions).  In addition, while this Feb 20 Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Feb 20 Note, at the Feb 20 Note holder’s option, the terms of the Feb 20 Note shall automatically adjust to match that more favorable note including the conversion price, if applicable.

 

On February 23, 2018, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Feb 23 Note”), in the aggregate principal face amount of $78,750. The Feb 23 Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Feb 23 Note may be converted into shares of the Company’s common stock at a price per share equal to the lessor of (i) $0.03 or (ii) 50% of the lowest trade price of the Company’s common stock recorded during the twenty prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions).  In addition, while this Feb 23 Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Feb 23 Note, the conversion price terms of the Feb 23 Note shall automatically adjust to match that more favorable conversion price. 

 

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.

 

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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.

 

February 26, 2018 ORIGINCLEAR, INC.
   
  By:  /s/ T. Riggs Eckelberry
    Name: T. Riggs Eckelberry
Title: Chief Executive Officer

 

 

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