Current Report Filing (8-k)
February 26 2018 - 5:36PM
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): February 20, 2018
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
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.
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
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ORIGINCLEAR,
INC.
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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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2
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