Current Report Filing (8-k)
April 09 2019 - 4:12PM
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 3, 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):
☐
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 3, 2019, OriginClear, Inc. (the “Company”) filed a certificate of designation (the “Series I COD”)
of Series I Preferred Stock (the “Series I”) and a certificate of designation (the “Series J COD”) of
Series J Preferred Stock (the “Series J”).
Pursuant
to the Series I COD, the Company designated 4,000 shares of preferred stock as Series I. The Series I will have a stated value
of $1,000 per share, and will be entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly
within 60 days from the end of such fiscal quarter. The Series I will not be entitled to any voting rights except as may be required
by applicable law, and will not be convertible into common stock. the Company will have the right to redeem the Series I at any
time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company
will be required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche
(as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed
were a part of. The foregoing description of the Series I and the Series I COD is qualified by reference to the full text of the
certificate of designation, a copy of which is attached hereto as Exhibit 3.1.
Pursuant
to the Series J COD, the Company designated 100,000 shares of preferred stock as Series J. The Series J will have a stated value
of $1,000 per share, and will be entitled to receive dividends on an as-converted basis with the Company’s common stock.
The Series J will be convertible into validly-issued, fully paid and non-assessable shares of the Company’s common stock,
on the terms and conditions set forth in the Series J COD, which includes certain Make-Good Shares for certain holders of the
Company’s previously disclosed Series F Preferred Stock and Series G Preferred Stock. The foregoing description of the Series
J and the Series J COD is qualified in its entirety by reference to the full text of the certificate of designation, a copy of
which is attached hereto as Exhibit 3.2.
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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April
9, 2019
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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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