Current Report Filing (8-k)
August 14 2019 - 5:10PM
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):
August 8, 2019
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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12 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.
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Item 3.02 Unregistered Sales of Equity Securities
Consultant Issuances
On August 2, 2019, the Company issued to
consultants an aggregate of 30,000,000 shares of the Company’s common stock for services.
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
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. On August 8, 2019, holders of convertible promissory
notes converted an aggregate principal and interest amount of $20,292 into an aggregate of 202,922,331 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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August 14, 2019
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By:
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/s/ T. Riggs Eckelberry
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Name:
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T. Riggs Eckelberry
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Title:
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Chief Executive Officer
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