Current Report Filing (8-k)
October 15 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): October 9, 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
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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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525
S. Hewitt Street,
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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, OriginClear, Inc. (the “Company”) filed a Series F Certificate of Designation with the Nevada
Secretary of State on August 16, 2018. Pursuant to the Series F Certificate of Designation, the Company may issue up to 6,000
shares of the Series F Preferred Stock, each share of the Series F Preferred Stock having a stated value of $1,000. Pursuant to
subscription agreements entered into with purchasers of the Series F Preferred Stock, the Company will also issue to each investor
who has purchased shares of Series F Preferred Stock, shares of the Company’s common stock in an amount equal to, for each
share of Series F preferred stock, five hundred dollars ($500) divided by the closing price on the date the Company receives the
executed subscription documents and the purchase price from such investor.
Between
October 5, 2018 and October 10, 2018, the Company entered into subscription agreements with certain accredited investors pursuant
to which the Company sold an aggregate of 150 of the Company’s Series F preferred stock for an aggregate purchase price
of $150,000.
In
connection with the Series F Certificate of Designation and subscription agreements entered into with investors, between October
2, 2018 and October 10, 2018, the Company issued an aggregate of 61,632,262 shares of its common stock to certain holders of its
Series F preferred stock.
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 promulgated under the Securities Act.
Conversion
of Notes
As
previously reported, the Company entered into agreements by and between the Company and various investors by which investors hold
convertible promissory notes convertible into shares of the Company’s common stock. Between October 5, 2018 and October
12, 2018, holders of convertible promissory notes converted an aggregate principal and interest amount of $53,560 into an aggregate
of 71,413,479 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.
Item
8.01 Other Events
On
October 9, 2018, the Company mailed a shareholder letter to its shareholders (the “Shareholder letter”). A copy of
the Shareholder letter is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
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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October
15, 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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2
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