Current Report Filing (8-k)
March 05 2020 - 5:21PM
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 28, 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. On February 28, 2020, holders of
convertible promissory notes converted an aggregate principal and interest amount of $9,524 into an aggregate of 242,039 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 February 25, 2020 and March 5, 2020,
holders of Series L Preferred Stock converted an aggregate of 25 Series L shares into an aggregate of 561,335 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.
Consultant Issuances
Between February 28, 2020 and March 4, 2020,
the Company issued to consultants an aggregate of 195,198 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: March 5, 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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