AND EXCHANGE COMMISSION
To Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): April 4, 2018
of registrant as specified in its charter)
or other jurisdiction of
S. Hewitt Street,
|(Address of principal
telephone number, including area code: (323) 939-6645
name or former address, if changed since last report)
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))
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).
growth company ☐
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. ☐
3.02 Unregistered Sales of Equity Securities.
April 4, 2018, OriginClear, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor
pursuant to which it sold and issued an unsecured convertible promissory note (the “Note”), in the aggregate principal
face amount of $150,000. The Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The
Note may be converted into shares of the Company’s common stock at a price per share equal to 50% of the lowest trade price
of the Company’s common stock recorded during the twenty five prior trading days from receipt of the conversion notice (subject
to adjustment for stock splits, dividends, combinations and other similar transactions). In addition, while this Note is
outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than
the face value of this Note, the conversion price terms of the Note shall adjust to match that more favorable conversion price.
securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act.
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.
|April 10, 2018
T. Riggs Eckelberry|
||Name: T. Riggs Eckelberry|
Title: Chief Executive Officer