Current Report Filing (8-k)
September 22 2020 - 5:04PM
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 16, 2020
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
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(Commission File Number)
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(I.R.S. Employer
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Incorporation or organization)
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Identification Number)
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13575 58th Street North, Suite 200
Clearwater, FL
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33760
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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
(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))
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 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.
Between September 16, 2020 and September 18,
2020, OriginClear, Inc. (the “Company”) entered into exchange agreements with certain holders of the Company’s
Series F Preferred Stock, pursuant to which such holders exchanged an aggregate of 415 shares of Series F Preferred Stock for an
aggregate of 415 shares of the Company’s Series Q Preferred Stock.
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.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated
by reference into this Item 3.02.
Conversion of Notes
As previously reported, the Company issued notes to various investors convertible into shares of the Company’s common stock.
Between September 15, 2020 and September 17, 2020, holders of convertible notes converted an aggregate principal and interest amount
of $44,451 into an aggregate of 1,880,740 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.
Conversion of Preferred Shares
As previously reported, on August 19, 2019,
the Company filed a certificate of designation (the “Series L COD”) of Series L Preferred Stock (the “Series
L”). Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series
L has a stated value of $1,000 per share, and is convertible into shares of the Company’s common stock, on the terms and
conditions set forth in the Series L COD.
Between September 15, 2020 and September 22,
2020, holders of Series L Preferred Stock converted an aggregate of 71.25 Series L shares into an aggregate of 3,263,823 shares,
including make-good 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.
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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September 22, 2020
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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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