OCLN 8-K
Originclear, Inc. (OCLN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
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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).
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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.
Exchange of Preferred Shares
On April 18, 2022, certain holders of OriginClear, Inc.’s (the “Company”) Series K preferred stock exchanged an aggregate of 50 shares of Series K preferred stock for 50 shares of the Company’s Series W preferred stock.
Sales of Preferred Shares
Between April 6, 2022 and April 28, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 4 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $405,000. The Company also issued an aggregate of 3,240,000 warrants to these investors.
In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Conversion of Preferred Shares
On April 19, 2022, holders of the Company’s Series W preferred stock converted an aggregate of 25 Series W shares into an aggregate of 2,088,556 shares of the Company’s common stock.
On April 19, 2022, a prior holder of the Company’s Series P preferred stock was issued an aggregate of 518,232 shares of the Company’s common stock as a make-good for a prior Series P conversion.
On April 25, 2022, holders of the Company’s Series T preferred stock converted an aggregate of 60 Series T shares into an aggregate of 9,230,770 shares of the Company’s common stock.
On April 25, 2022, holders of the Company’s Series Y preferred stock converted an aggregate of 50 Series Y shares into an aggregate of 4,230,769 shares of the Company’s common stock.
On April 26, 2022, holders of the Company’s Series L preferred stock converted an aggregate of 10 Series L shares into an aggregate of 1,445,086 shares, including make-good shares, of the Company’s common stock.
On April 26, 2022, holders of the Company’s Series R preferred stock converted an aggregate of 20 Series R shares into an aggregate of 2,504,816 shares, including make-good shares, of the Company’s common stock.
In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Issuance of Common Stock
Between April 18, 2022 and April 26, 2022, the Company issued to consultants an aggregate of 2,850,000 shares of the Company’s common stock for services.
On April 18, 2022, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 18,731,644 shares of the Company’s common stock in settlement of certain claims with such persons.
In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
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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.
| ORIGINCLEAR, INC. | |||
| April 29, 2022 | By: | /s/ T. Riggs Eckelberry | |
| Name: | T. Riggs Eckelberry | ||
| Title: | Chief Executive Officer | ||
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