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): June 26, 2017
ORIGINCLEAR, INC.
(Name of registrant as specified in its charter)
|
Nevada (State or other jurisdiction of Incorporation or organization)
525 S. Hewitt Street, Los Angeles, California (Address of principal executive offices) |
333-147980
(Commission File Number) |
26-0287664 (I.R.S. Employer Identification Number)
90013 (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))
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 3.02 Unregistered Sales of Equity Securities
Conversion of Notes
On June 12, 2017, holders of convertible promissory notes converted an aggregate principal and interest amount of $64,096 into an aggregate of 1,424,353 shares of OriginClear, Inc.’s (the “Company”) 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 June 23, 2017 and June 30, 2017, the Company issued to consultants for services an aggregate of 908,622 shares of the Company’s common stock in lieu of cash consideration.
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.
Make Good Issuances
In connection with certain one-time make good agreements, between June 26, 2017 and June 30, 2017, the Company issued an aggregate of 2,445,003 shares of its common stock to certain holders of its 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.
Item 5.03 Amendments to Articles of Incorporation; Change in Fiscal year
On June 30, 2017, the Company filed a certificate of amendment (the “Certificate of Amendment”) to amend Article 3 of its articles of incorporation with the State of Nevada, effectuating a decrease of the number of authorized shares of the Company. Pursuant to the Certificate of Amendment, the Company shall reduce the number of authorized shares of its common stock to 300,000,000, the number of authorized shares of all series of its preferred stock to 750,000 and as a result of such, the aggregate number of its authorized shares to 300,750,000. The Certificate of Amendment became effective upon filing with the State of Nevada on June 30, 2017. The reduction in the number of authorized shares does not affect the shares of the Company’s stock issued and outstanding.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Amendment dated June 30, 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.
| ORIGINCLEAR, INC. | ||
| June 30, 2017 | By: | /s/ T. Riggs Eckelberry |
|
Name: T. Riggs Eckelberry
Title: Chief Executive Officer |
||
| 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.
The aggregate number of shares which this corporation shall have authority to issue is 300,750,000, consisting of 300,000,000 shares of Common Stock, par value $0.0001, and 750,000 shares of Preferred Stock, par value $0.0001. The Preferred Stock may be issued in one or more series at the discretion of the Board of Directors and the Board of Directors is hereby granted the authority to fix by resolution the rights, preference, privileges and other terms of the Preferred Stock or any series thereof, and to fix the number of shares of any such series (but not below the number of shares thereof then outstanding). All shares of any one series shall be alike except as otherwise provided by these Articles of Incorporation or the Nevada Business Corporation Act.”
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: June 30, 2017
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of June 30, 2017.
| By: | /s/ T. Riggs Eckelberry | |
|
Name: T.
Riggs Eckelberry
Title: Chief Executive Officer |
||