SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2018
(Name of registrant as specified in its
(State or other jurisdiction of
Incorporation or organization)
||(Commission File Number)
525 S. Hewitt Street,
Los Angeles, California
| (Address of principal executive offices)
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
☐ 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))
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 2.02 Results of Operations and Financial Condition.
On May 15, 2018, OriginClear,
Inc. (the “Company”) issued a press release announcing certain preliminary guidance on results for the quarter ended
March 31, 2018. A copy of the Company’s press release is attached as Exhibit 99.1 to this current report on Form 8-K.
The information disclosed
under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth
in such filing.
This Current Report
on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s
judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating
results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar
words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially
from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update
any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly
on forward-looking statements when evaluating the information presented within.
Item 8.01 Other Events.
See Item 2.02.
Item 9.01 Financial Statements and Exhibits.
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.
|May 16, 2018
||/s/ T. Riggs Eckelberry|
||Name: T. Riggs Eckelberry|
Title: Chief Executive Officer