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): March 23, 2021
(Name of registrant as specified in its charter)
|(State or other jurisdiction of||(Commission File Number)||(I.R.S. Employer|
|Incorporation or organization)||Identification Number)|
13575 58th Street North, Suite 200
|(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 23, 2021, OriginClear, Inc. (the “Company”) filed a certificate of designation of Series U Preferred Stock with the Secretary of State of Nevada.
Pursuant to the certificate of designation, the Company designated 5,000 shares of preferred stock as Series U Preferred Stock. The Series U Preferred Stock has a stated value of $1,000 per share, and will be entitled to cumulative dividends in cash at an annual rate of 10% of the stated value, payable quarterly. The Series U Preferred Stock will not be entitled to any voting rights except as may be required by applicable law. The Series U Preferred Stock will be convertible into common stock of the Company in an amount determined by dividing 100% of the stated value of the Series U Preferred Stock being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series U Preferred Stock may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company will have the right (but no obligation) to redeem the Series U Preferred Stock at any time at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid dividends, or, if paid in shares of common stock, in an amount of shares determined by dividing the stated value being redeemed by the conversion price. 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.
|3.1||Certificate of Designation of Series U Preferred Stock|
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.
|March 29, 2021||By:||/s/ T. Riggs Eckelberry|
|Name: T. Riggs Eckelberry|
Title: Chief Executive Officer