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): January 16, 2019
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) |
| 525 S. Hewitt Street, | | |
| Los Angeles, California | | 90013 |
| (Address of principal executive offices) | | (Zip Code) |
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))
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 16, 2019, OriginClear, Inc. (the “Company”) filed a certificate of designation of Series G Preferred Stock. Pursuant to the certificate of designation, the Company designated 6,000 shares of preferred stock as Series G Preferred Stock. The Series G Preferred Stock will have a stated value of $1,000 per share, and will be entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly. The Series G Preferred Stock will not be entitled to any voting rights (except as may be required under applicable law) and will not be convertible into common stock. The Company will have the right to redeem the Series G Preferred Stock at any time while shares of Series G Preferred Stock are outstanding, at a price equal to the stated value plus any accrued but unpaid dividends. The Company will be required to redeem any outstanding shares of Series G Preferred Stock on April 30, 2021, at a price equal to the stated value plus any accrued but unpaid dividends.
The foregoing description of the certificate of designation is qualified by reference to the full text of the certificate of designation, a copy of which is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
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. |
| | |
| January 22, 2019 | By: | /s/ T. Riggs Eckelberry |
| | | Name: T. Riggs Eckelberry
Title: Chief Executive Officer |
