Current Report Filing (8-k)
April 12 2017 - 4:28PM
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): April 7, 2017
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))
Item 5.03
Amendments to Articles of Incorporation; Change in Fiscal year
On
April 7, 2017, OriginClear, Inc. (the “Company”) filed a certificate of amendment (the “Certificate”)
to its articles of incorporation with the State of Nevada effectuating a reverse split of the Company’s common stock at
a ratio of 1 for 35 (the “Reverse Split”). The Reverse Split became effective in the State of Nevada on April 12,
2017. The holder of a majority of the shares of common stock of the Company had previously approved a ratio of not less than one
(1) for two (2) and not more than one (1) for one hundred (100) (the “Range”) on March 27, 2017, with the exact ratio
to be set at a whole number within the Range as determined by the Board of Directors in its sole discretion.
The
Reverse Split was announced on the Daily List maintained by Financial Industry Regulatory Authority, Inc. on April 11, 2017, and
took effect at the open of business on April 12, 2017. The temporary new symbol is OCLND. The “D” will be removed
20 business days from April 12, 2017. As a result of the Reverse Split, each thirty-five (35) shares of common stock issued and
outstanding prior to the Reverse Split has been converted into one (1) share of common stock, and all options, warrants, and any
other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been proportionally
adjusted. No fractional shares will be issued if, as a result of the Reverse Split, a stockholder would otherwise have been entitled
to a fractional share. Instead, each fractional share was rounded up.
The Company’s shares of common
stock will continue to trade on the OTCQB but will trade under a new CUSIP of 686228305.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On
April 11, 2017, the Company issued a press release announcing the Reverse Split. A copy of the Company’s press release is
attached as Exhibit 99.1 to this current report on Form 8-K.
Item
8.01 Other Events.
On
April 11, 2017, the Company issued a press release announcing the Company’s new initiative. A copy of the Company’s
press release is attached as Exhibit 99.2 to this current report on Form 8-K.
The
information disclosed under this Item 8.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth
in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.1
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Certificate
of Amendment dated April 7, 2017
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99.1
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Press
Release dated April 11, 2017
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99.2
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Press
Release dated April 11, 2017
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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.
April
12, 2017
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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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3
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