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)
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Nevada
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333-147980 |
26-0287664
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||
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(State or other jurisdiction of Incorporation or organization)
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(Commission
File Number) |
(I.R.S. Employer Identification Number) |
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525 S. Hewitt Street, Los Angeles, California |
90013 | |
| (Address of principal executive offices) | (Zip Code) |
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 | Certificate of Amendment dated April 7, 2017 |
| 99.1 | Press Release dated April 11, 2017 |
| 99.2 | Press Release dated April 11, 2017 |
| 2 |
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 | ORIGINCLEAR, INC. | |
| By: | /s/ T. Riggs Eckelberry | |
|
Name:
T. Riggs Eckelberry
Title: Chief Executive Officer |
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3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION, AS AMENDED,
OF
ORIGINCLEAR, INC.
Originclear, Inc., a corporation organized and existing under the laws of the State of Nevada (the “ Corporation ”) hereby certifies that the amendment set forth below to the Corporation’s Articles of Incorporation (the “ Articles ”) was duly adopted in accordance with Sections 78.385 and 78.390 of the Nevada Revised Statutes:
The Articles have been amended as follows:
| 1. | Article 3 is hereby amended as follows: |
“Shares.
Upon the filing of this Amendment with the Secretary of State of the State of Nevada (the “ Effective Time ”), each thirty-five (35) outstanding shares of Common Stock (the “ Old Common Stock ”) shall be split and converted into one (1) share of Common Stock (the “ New Common Stock ”). This reverse stock split (the “ Reverse Split ”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up to the nearest whole number of such shares. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by thirty-five (35) and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
| 2. | The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: greater than 50% |
| 3. | Effective date of filing: April 12, 2017, 6:00 a.m. NY time. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of April 7, 2017.
| By: | /s/ T. Riggs Eckelberry | |
| Name: | T. Riggs Eckelberry | |
| Title: | Chief Executive Officer |
Exhibit 99.1
OriginClear (OCLN) Announces 1-for-35 Reverse Stock Split To Become Effective Tomorrow
Improvement of capital structure follows key technology announcement, record revenues and gross profits.
Los Angeles – April 11, 2017 – OriginClear Inc . (OTC/QB: OCLN ), a leading provider of water treatment solutions, today announced that a 1-for-35 reverse stock split will be effective as of the opening of trading on Wednesday, April 12, 2017. The number of shares issued and outstanding of common stock will be reduced from just over 1 billion to approximately 30 million. Investors should note that for 20 trading days after the reverse stock split, the ticker symbol of the company's common stock will change to OCLND.
“This reverse stock split is part of a plan to strengthen our capital structure in the wake of recent wins, such as this morning’s announcement that we’ve agreed to join a pilot program at a site operated by China’s Sinopec Group, Asia’s largest oil and gas company, and the dramatic increase in our revenues and gross profits year over year ,” said Riggs Eckelberry, OriginClear CEO.
OriginClear’s new CUSIP number will be 686228305, and its common stock will continue to trade on the OTCQB market under the symbol “ OCLN. ” For a period of 20 business days, a "D" will be placed at the end of the ticker symbol. The reverse stock split is expected to help maintain the company’s bid price listing requirements on the OTCQB exchange.
In the reverse stock split, every 35 shares of OriginClear’s common stock outstanding will automatically be changed and reclassified into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be rounded up to the nearest whole share.
The reverse stock split will affect all OriginClear stockholders uniformly and will not affect any stockholder’s percentage ownership interests in OriginClear except to the extent that the reverse stock split results in any stockholders owning only a fractional share. Additionally, all OriginClear convertible notes, convertible preferred stock, stock options, other equity awards and warrants outstanding immediately prior to the reverse stock split will be proportionately adjusted.
OriginClear’s transfer agent, Computershare , which is also acting as the exchange agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging share certificates. Stockholders who hold their shares electronically at Computershare or in book-entry form at a brokerage firm need not take any action, as their shares will automatically be adjusted by their brokerage firm to reflect the reverse stock split. Beneficial holders may contact their bank, broker or nominee with any questions regarding the procedure of implementing the reverse stock split.
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About OriginClear, Inc.
OriginClear is a leading provider of water treatment solutions and the developer of a breakthrough water cleanup technology serving the rapidly growing $500 billion world market. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. To rapidly grow this segment of the business, we strategically acquire profitable and well-managed water treatment companies, which allow us to expand our global market presence and technical expertise. To enable a new era of clean and socially responsible water treatment solutions, we invented Electro Water Separation™, a breakthrough high-speed water cleanup technology using multi-stage electrolysis, that we license worldwide to water treatment equipment manufacturers. Water is our most valuable resource, and the mission of the “Family of OriginClear Companies” is to improve the quality of water and help return it to its original and clear condition. To learn more about OriginClear®, please visit our website at www.originclear.com.
OriginClear Safe Harbor Statement:
Matters discussed in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this update, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology and our need to increase the size of our organization. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Press Contact:
Kaitlyn Finegan
Antenna Group
415-977-1914
OriginClear@antennagroup.com
Investor Relations OriginClear:
Tom Becker
Toll-free: 877-999-OOIL (6645) Ext. 3
International: +1-323-939-6645 Ext. 3
Fax: 323-315-2301
ir@OriginClear.com
www.OriginClear.com
Exhibit 99.2
OriginClear Agrees to Pilot Program At Sinopec Shale Gas Site In China’s Shandong Province
Regional partnership for proving program signed at provincial government ceremony
Los Angeles – April 11, 2017 – OriginClear Inc. (OTC/QB: OCLN), a leading provider of water treatment solutions, today announced its partnership with a regional organization in the Chinese province of Shandong for remediation of a shale gas site operated by the government-owned Sinopec Group, Asia’s largest oil and gas company, and the second largest in the world, as listed in the Fortune Global 500 .
The two- to three-week pilot at Sinopec’s FuLing shale gas site in Chongqing, a major city in Southwest China, is intended to qualify OriginClear’s Electro Water Separation ™ (EWS™) technology for integration into a multi-stage process that’s designed to process hydraulic fracturing and flowback water for on-site reuse.
“As water quality regulations tighten and water becomes increasingly scarce, wastewater treatment technologies will become more of a necessity and less of a choice. This is the problem we are facing here on the FuLing site,” said Dr. Wang, Project Site Manager at Sinopec Energy Saving & Environment Protection Co., Ltd., the site operator . “We’re proud to see OriginClear leading the way with a process that is chemical free and extremely energy efficient while simultaneously saving operators money.”
OriginClear Technologies (Hong Kong) signed a sales license agreement with Shandong Tong Heng Environmental Technologies (SDTH) on March 24th in DongYing, the capital city of Shandong Province where SDTH is headquartered. The agreement was signed at a ceremony hosted by the Shandong Province local government, represented by Mr. Li Dongzhi, director of the Dongying Economic & Technological Development Zone. ( photos of signing ceremony )
“This opportunity to demonstrate our success at a site operated by a Top Three global oil and gas company will validate our technology and potential to disrupt the Chinese market,” said ‘JL’ Kindler , President of the OriginClear Technologies Division. “We intend to scale up our operations in China, with the support and sponsorship of provincial governments.”
The pilot test will run for approximately two to three weeks. During this time, OriginClear’s Electro Water Separation ™ (EWS™) technology will remove total petroleum hydrocarbons and suspended solids from the wastewater, prior to a reverse osmosis treatment. Following confirmation of EWS performance and successful removal of contaminants, the water will be deemed suitable for reuse on this site’s hydraulic fracturing process. Hydraulic fracturing requires clean water to ensure proper dosing of the variety of chemicals being used in the process.
According to the United Nations, despite having a population of 1.35 billion – 21 percent of the world’s population – China only has 7 percent of the world’s freshwater supplies . One large contributing factor is China’s rapid economic growth, fueled by heavy water consumption for production processes. Furthermore, considering 60 percent of the country’s underground water is polluted , the country’s pollution problems also contribute to the freshwater supply shortage. Capital expenditure on industrial water and wastewater treatment in China is set to increase by nearly 25 percent over the next five years , reaching $6.8 billion in 2020.
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About OriginClear, Inc.
OriginClear is a leading provider of water treatment solutions and the developer of a breakthrough water cleanup technology serving the rapidly growing $500 billion world market. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. To rapidly grow this segment of the business, we strategically acquire profitable and well-managed water treatment companies, which allow us to expand our global market presence and technical expertise. To enable a new era of clean and socially responsible water treatment solutions, we invented Electro Water Separation™, a breakthrough high-speed water cleanup technology using multi-stage electrolysis, that we license worldwide to water treatment equipment manufacturers. Water is our most valuable resource, and the mission of the “Family of OriginClear Companies” is to improve the quality of water and help return it to its original and clear condition. To learn more about OriginClear®, please visit our website at www.originclear.com.
OriginClear Safe Harbor Statement:
Matters discussed in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this update, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology and our need to increase the size of our organization. Further information on the Company’s risk factors is contained in the Company’s quarterly and annual reports as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Press Contact:
Kaitlyn Finegan
Antenna Group
415-977-1914
OriginClear@antennagroup.com
Investor Relations OriginClear:
Tom Becker
Toll-free: 877-999-OOIL (6645) Ext. 3
International: +1-323-939-6645 Ext. 3
Fax: 323-315-2301
ir@OriginClear.com
www.OriginClear.com