Originclear, Inc 8-K, filed Sep 9, 2020
Originclear, Inc. (OCLN)
About this 8-K
Originclear, Inc filed this 8-K on September 9, 2020, reporting on events of September 2, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.02: Financial results
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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): September 2, 2020
ORIGINCLEAR, INC.
(Name of registrant as specified in its charter)
| Nevada | 333-147980 | 26-0287664 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| Incorporation or organization) | Identification Number) |
13575 58th Street North, Suite 200 Clearwater, FL |
33760 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (323) 939-6645
(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))
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Between September 3, 2020 and September 8, 2020, OriginClear, Inc. (the “Company”) entered into exchange agreements with certain holders of the Company’s Series F Preferred Stock, pursuant to which such holders exchanged an aggregate of 663 shares of Series F Preferred Stock for an aggregate of 663 shares of the Company’s Series Q Preferred Stock.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 2.02 Results of Operations and Financial Condition
On September 2, 2020, the Company issued a press release (the “Release”) pertaining to its quarterly results reported in its 10-Q for the Quarter ended June 30, 2020. A copy of the Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by referencing in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filing.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated by reference into this Item 3.02.
Consultant Issuances
On August 31, 2020, the Company issued to consultants and one employee for performance an aggregate of 160,715 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.
Conversion of Preferred Shares
As previously reported, on April 3, 2019, the Company filed a certificate of designation (the “Series J COD”) of Series J Preferred Stock (the “Series J”). Pursuant to the Series J COD, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share, and is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series J COD.
On September 9, 2020, holders of Series J Preferred Stock converted an aggregate of 27.5 Series J shares into an aggregate of 1,056,916 shares of common stock, including make-good shares, of the Company’s common stock.
As previously reported, on August 19, 2019, the Company filed a certificate of designation (the “Series L COD”) of Series L Preferred Stock (the “Series L”). Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share, and is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series L COD.
1
Between September 4, 2020 and September 9, 2020, holders of Series L Preferred Stock converted an aggregate of 87.5 Series L shares into an aggregate of 3,273,400 shares, including make-good 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Exchange Agreement | |
| 99.1 | Press Release dated September 2, 2020 |
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. | ||
| September 9, 2020 | By: | /s/ T. Riggs Eckelberry |
| Name:
T. Riggs Eckelberry Title: Chief Executive Officer | ||
3
Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this __ day of _________, 2020, by and among OriginClear, Inc., a Nevada corporation (the “Company”) and _______, an individual (the “Holder”).
WHEREAS, the Holder is the holder of ____ shares of F Preferred Stock (the “Series F Preferred Shares”) of the Company;
WHEREAS, the Company and the Holder desire to have the Holder exchange its Series F Preferred Shares for newly issued shares of Series Q Preferred Stock of the Company, at a ratio of one share of Series F Preferred Stock for one share of Series Q Preferred Stock as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. Effective upon the execution of this Agreement, the Holder will exchange its Series F Preferred Shares for ___ shares of newly created Series Q Preferred Stock of the Company (the “Series Q Preferred Shares”), which will have terms set forth in the form of Certificate of Designation of Series Q Preferred Stock attached as Exhibit A hereto (the “Series Q COD”). Without limiting the generality of the foregoing, effective upon the execution of this Agreement, the Holder’s Series F Preferred Shares will automatically be deemed cancelled, and the Company shall issue the Series Q Preferred Shares to the Holder. The Holder shall promptly execute and deliver any instruction letter or other documentation required or reasonably requested by the Company and/or the Company’s transfer agent to effectuate the cancellation of the Holder’s Series F Preferred Shares hereunder.
2. The Holder represents and warrants to the Company that (i) it is the sole record and beneficial owner of the Series F Preferred Shares and holds such Series F Preferred Shares free and clear of all liens, (ii) it understands that the Series Q Preferred Shares it will acquire hereunder are restricted securities within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), have not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to an effective registration statement or an available exemption therefrom, (iii) the Holder is an accredited investor as defined under Rule 501 under the Securities Act, (iv) the Holder has reviewed the Series Q COD and understands that an investment in the Company and in the Series Q Preferred Shares involves a high degree of risk including, without limitation, the risks set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, since January 1, 2019 (the “SEC Reports”) and that (a) the Company will have no obligation to redeem the Series Q Preferred Shares, but may redeem the Series Q Preferred Shares in its discretion, (b) the Company may be unable to pay dividends on the Series Q Preferred Shares, and (c) there is no market for the Series Q Preferred Shares, and (v) the Holder acknowledges that it has had the opportunity to review the SEC Reports.
3. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Agreement and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.
5. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Agreement. A signature delivered by facsimile or email shall constitute an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ORIGINCLEAR, INC.
| By: | ||
| Name: | T. Riggs Eckelberry | |
| Title: | Chief Executive Officer |
HOLDER:
| By: | ||
| Name: | ||
| Title: |
Exhibit 99.1
OriginClear
Reports Increase in First Half Revenue Compared to First Half 2019,
While Continuing to Reduce Operating Losses
Gains continued in Q2 despite COVID-19 lockdown
CLEARWATER, FLORIDA – September 2, 2020 – OriginClear Inc. (OTCQB: OCLN), The Water Company For The New Economy™, today announces its recent 10-Q Quarterly Report, revenue for the six months ending June 30 increased by 22% over the same period in 2019 while losses from operations for the same period narrowed by 22%.
“Going into the second quarter, we went all-out to ensure COVID-19 work restrictions didn’t impact our business,” said Riggs Eckelberry, OriginClear CEO. “It appears we succeeded.”
“Our efforts to streamline operations quite apparently are paying off,” said Tom Marchesello, OriginClear Chief Operating Officer. “We will strive to continue to drive revenues and cost efficiencies for the balance of the year.”
For the six months ended June 30, 2020, revenue increased by $390,473 (22%) to $2,147,438 compared to $1,756,965 for the same period last year. Loss from operations narrowed by $429,288 (22%) to $1,499,914 from $1,929,202 for the same period last year.
For the three months ended June 30, 2020, revenue increased by $40,078 (4%) to $1,055,000 compared to $1,014,922 for the same period last year. Loss from operations narrowed by $61,166 (8%) to $748,030 from $809,196 for the same period last year.
About OriginClear, Inc.
Water
is our planet’s most valuable resource, and the mission of OriginClear is to provide breakthrough water treatment and conveyance
products that effectively improve the quality of our planet’s waters by returning them to their original and clear condition
and deliver the highest quality water to end-users. By 2020, the global water services market will have doubled in just one decade
into a trillion-dollar industry. But 80% of all sewage in the world is never treated, and up to 35% of all clean water is lost
in transit. This calls for self-help solutions at the point of use, a movement known as decentralized water treatment. Our mission
is to enable this decentralized water revolution by providing rapid deployment, point-of-use water treatment and conveyance products
and technologies that enable water independence and help make clean water available for all.
For more information, visit the company’s website at www.OriginClear.com.
Follow
us on Twitter
Like us on Facebook
Signup for our Newsletter
OriginClear Safe Harbor Statement:
Matters discussed in this presentation contain forward-looking statements. 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 except as may be required under applicable law. There cannot be any assurance that our agreements with AlMansoori Specialized Engineering will enable us to generate any revenue.
Investor Relations OriginClear:
Devin
Angus
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
Press Contact:
TransMedia
Group
Dilara Tuncer, Director of Public Relations
941-549-3571
dilara@transmediagroup.com
www.transmediagroup.com