Current Report Filing (8-k)
January 31 2020 - 11:54AM
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):
January 27, 2020
OriginClear, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-147980
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26-0287664
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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525 S. Hewitt Street
Los Angeles, CA 90013
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code (323) 939-6645
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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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))
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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 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.
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 January 7, 2020 and January
27, 2020, holders of convertible promissory notes converted an aggregate principal and interest amount of $19,490 into an aggregate
of 468,771 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.
Consultant Issuances
On January 16, 2020, the Company issued to
consultants an aggregate of 20,000 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.
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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Date: January 31, 2020
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By:
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/s/ T. Riggs Eckelberry
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T. Riggs Eckelberry
Chief Executive Officer
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