Current Report Filing (8-k)
July 27 2018 - 5:25PM
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): July 23, 2018
ORIGINCLEAR, INC.
(Name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
Incorporation or organization)
525 S. Hewitt Street,
Los Angeles, California
(Address of principal executive offices)
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333-147980
(Commission File Number)
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26-0287664
(I.R.S. Employer
Identification Number)
90013
(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
Consultant Issuances
Between May 31, 2018 and June 29, 2018,
the Company issued to consultants and one employee an aggregate of 3,018,213 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.
Conversion of Notes
Between
July 9, 2018 and July 26, 2018, holders of convertible promissory notes converted an aggregate principal and interest amount of
$87,932 into an aggregate of 10,026,850 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 May 31, 2018, the Company issued an aggregate of 977,027 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
8.01 Other Events
On
July 23, 2018, the Company completed the factoring of future aggregate revenues of $1,420,190, receiving net proceeds of $908,253.
The current repayments total $13,666 daily.
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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July 27, 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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