Amended Current Report Filing (8-k/a)
07 Mayo 2020 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 27, 2020
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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2535 E. University Drive
McKinney, TX
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75069
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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
525 S. Hewitt Street
Los Angeles, CA 90013
(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):
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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))
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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 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. ☐
Explanatory Note
This Current Report
on Form 8-K/A amends and restates the Current Report on Form 8-K filed by OriginClear, Inc. on May 1, 2020.
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 April 28, 2020, holders of convertible
promissory notes converted an aggregate principal and interest amount of $10,500 into an aggregate of 350,000 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 December 17, 2019,
the Company filed a certificate of designation (the “Series M COD”) of Series M Preferred Stock (the “Series
M”). Pursuant to the Series M COD, the Company designated 800,000 shares of preferred stock as Series M. The Series
M has a stated value of $25 per share and is convertible into shares of the Company’s common stock on the terms and conditions
set forth in the Series M COD.
Between April 15, 2020 and April 30, 2020,
holders of Series M Preferred Stock converted an aggregate of 320 Series M shares into an aggregate of 137,052 shares of the Company’s
common stock.
The securities above were offered and
sold pursuant to an exemption from the registration requirements provided under Regulation A under the Securities Act.
Consultant Issuances
Between April 30, 2020 and May 1, 2020, the
Company issued to consultants an aggregate of 230,606 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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On April 27, 2020, the Company filed a certificate
of designation (the “Series O COD”) of Series O Preferred Stock (the “Series O”) and a certificate of designation
(the “Series P COD”) of Series P Preferred Stock (the “Series P”) with the Secretary of State of Nevada.
Pursuant to the Series O COD, the Company designated
2,000 shares of preferred stock as Series O. The Series O will have a stated value of $1,000 per share, and will be entitled to
cumulative dividends (i) in cash at an annual rate of 8% of the stated value, and (ii) in shares of common stock of the Company
(valued based on the conversion price as in effect on the last trading day of the applicable fiscal quarter) at an annual rate
of 4% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series O will not be entitled
to any voting rights except as may be required by applicable law. The Series O will be convertible into common stock of the Company
in an amount determined by dividing 200% of the stated value of the Series O being converted by the conversion price, provided
that, the Series O may not be converted into common stock to the extent such conversion would result in the holder beneficially
owning more than 4.99% of the Company’s outstanding common stock. The conversion price will be equal to the average closing
sale price of the common stock for the five trading days prior to the conversion date. The Company will have the right (but no
obligation) to redeem the Series O at any time while the Series O are outstanding at a redemption price equal to the stated value
plus any accrued but unpaid dividends. The foregoing description of the Series O COD is qualified by reference to the full text
of the Series O COD, a copy of which is attached hereto as Exhibit 3.1.
Pursuant to the Series P COD, the Company designated
500 shares of preferred stock as Series P. The Series P 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 P will vote on an as-converted basis with
the common stock, subject, however, to the beneficial ownership limitation set forth in the Series P COD. The Series P will be
convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series P COD, which includes
certain make-good shares for certain prior investors, and provided that, the Series P may not be converted into common stock to
the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common
stock. The foregoing description of the Series P COD is qualified in its entirety by reference to the full text of the Series P
COD, 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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May 7, 2020
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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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