Attached files
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| EX-3.1 - EXHIBIT 3.1 - ORIGINCLEAR, INC. | ex31.htm |
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): December 20, 2013
ORIGINOIL, INC.
(Name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
Incorporation or organization)
5645 West Adams Boulevard
Los Angeles, California
(Address of principal executive offices)
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333-147980
(Commission File Number)
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26-0287664
(I.R.S. Employer
Identification Number)
90016
(Zip Code)
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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))
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Item 3.02 Unregistered Sales of Equity Securities.
Series A Share Issuance
On December 26, 2013, the Board of Directors of OriginOil, Inc. (the “Company”) authorized the issuance of 1,000 shares of Series A Preferred Stock to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry.
The terms of the Series A Preferred Stock are discussed more fully in Item 3.03 of this filing.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Consultant Issuances
Between October 29, 2013 and December 13, 2013, the Company issued an aggregate of 272,728 shares of its common stock lieu of cash consideration.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Conversion of Notes
Between November 28, 2013 and December 26, 2013, holders of convertible promissory notes converted an aggregate principal and interest amount of $586,354 into an aggregate of 4,645,746 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(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Warrant Exercises
Between November 21, 2013 and December 18, 2013, a holder of warrants to purchase up to an aggregate of 108,000 shares of the Company’s common stock at an exercise price of $0.25 per share delivered notices of election to exercise the warrants in full on a cash basis resulting in the issuance of 108,000 shares of the Company’s common stock for an aggregate purchase price of $27,000.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 3.03 Material Modification to Rights of Security Holders.
On December 31, 2013, the Company filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock.
For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right, on or after June 26, 2014, to vote on all shareholder matters equal to 51% of the total vote (representing a super majority voting power). Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting.
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The shares of the Series A Preferred Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) on the date that Mr. Eckelberry ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of the Company, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the Series A Preferred Stock set forth in this Certificate of Designation.
Additionally, the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, making any changes to the Certificate of Designation establishing the Series A Preferred Stock, or effecting any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.
The adoption of the Series A Preferred Stock and its issuance to Mr. Eckelberry was taken to allow the Company to respond to market and funding opportunities. The Board of Directors of the Company believes that delaying the effectiveness of the super majority voting power of the Series A Preferred Stock until June 26, 2014 will give shareholders time to consider the impact of the supermajority voting rights of the Series A Preferred Stock prior to its effectiveness.
This brief description of the Certificate of Designation is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation as attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 5.01 Changes in Control of Registrant.
On December 26, 2013, the Company authorized the issuance of 1,000 shares of Series A Preferred Stock to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. As a result of the super majority voting power of the Series A Preferred Stock described above, on June 26, 2014, the date the super majority voting power becomes effective, Mr. Eckelberry will have the power to control the voting of shares of common stock of the Company and as such on such date, a change in control will occur.
On December 30, 2013, Mr. Eckelberry beneficially owned 1,350,312 shares of the Company's common stock (representing 2.5% of the outstanding common stock, as of December 30, 2013). Upon the issuance of the 1,000 shares of the Company’s Series A Preferred stock and assuming the effectiveness of the super majority voting power, Mr. Eckelberry would have the voting equivalent of 57,260,914 shares of common stock or approximately 51.9% of the Company's voting stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 31, 2013, the Company amended its Articles of Incorporation for the creation of its Series A Preferred Stock. The rights and privileges of the Series A Preferred Stock are discussed more fully above, and the full text of the form of the Certificate of Designation is attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Series A Certificate of Designation of OriginOil, Inc.
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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.
| ORIGINOIL, INC. | |||
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December 31, 2013
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By:
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/s/ T. Riggs Eckelberry | |
| Name: T. Riggs Eckelberry | |||
| Title: Chief Executive Officer | |||
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