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): November 27, 2020
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) |
|
13575 58th Street North, Suite 200 Clearwater, FL |
33760 | |
| (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 2.02 Results of Operations and Financial Condition
On December 2, 2020, OriginClear Inc. issued a press release reporting financial results for the quarter ended September 30, 2020. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any of them be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 3.02 Unregistered Sales of Equity Securities.
Conversion of Preferred Shares
As previously reported, on August 19, 2019, the Company filed a certificate of designation (the “Series L COD”) of Series L Preferred Stock (the “Series L”). Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share, and is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series L COD.
On November 27, 2020, holders of Series L Preferred Stock converted an aggregate of 105 Series L shares into an aggregate of 4,430,721 shares, including make-good shares, of the Company’s common stock.
As previously reported, on May 1, 2020, the Company filed a certificate of designation (the “Series P COD”) of Series P Preferred Stock (the “Series P”). Pursuant to the Series P COD, the Company designated 500 shares of preferred stock as Series P. The Series P has a stated value of $1,000 per share, and is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series P COD.
Between November 24, 2020 and November 27, 2020, holders of Series P Preferred Stock converted an aggregate of 68.5 Series P shares into an aggregate of 5,441,670 shares, including make-good 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(a)(2) of the Securities Act for transactions not involving a public offering.
Consultant Issuances
On November 30, 2020, the Company issued to consultants and one employee an aggregate of 140,479 shares of the Company’s common stock for services.
The securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 99.1 | Press Release dated December 2, 2020 |
1
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. | ||
| December 3, 2020 | By: | /s/ T. Riggs Eckelberry |
| Name: T. Riggs Eckelberry Title: Chief Executive Officer | ||
2
Exhibit 99.1
OriginClear Maintains Momentum, Outpacing First Nine Months Of 2019
Revenue for nine months ended September 30, 2020 increased over nine months ended September 30, 2019
Clearwater, FL – December 2, 2020 – OriginClear Inc. (OTCQB: OCLN), The Water Company for the New Economy™, announces that revenues and gross profits for the first nine months of 2020 outpaced the same period in 2019.
The company reported the following highlights from its recent quarterly report:
| - | Revenue for the nine months ended September 30, 2020 increased by 14% to $3,064,758 compared to $2,696,433 for the same period last year. |
| - | Gross profit for the same period increased by 20% to $348,176 compared to $290,294 last year. |
| - | Loss from operations for the same nine months ended September 30, 2020 decreased by 5% to $2,682,435 compared to $2,836,416 for the same period last year. |
“Thanks to the hard work of our Texas-based team, we are continuing to outpace 2019,” said Riggs Eckelberry, OriginClear CEO. “Even more importantly, we saw a boost in booked orders late in the third quarter, including approximately $450,000 in jobs in progress which have not yet been recognized.”
“I’m pleased with the pace of new business on Progressive Water Treatment and Modular Water Systems,” said Tom Marchesello, OriginClear Chief Operating Officer. “Our team efforts are paying off.”
Revenue for the three months ended 9/30/20 decreased by 2% to $917,320 compared to $939,468 for the same period last year. The three months ended September 30, 2020 showed a Gross Loss, $(17,388) vs $80,640 and Loss from operations widened to $1,183,722 from $964,655.
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About OriginClear, Inc.
Water is our planet’s most valuable resource, and the mission of OriginClear is to provide breakthrough water treatment and conveyance products that effectively improve the quality of our planet’s waters by returning them to their original and clear condition and deliver the highest quality water to end-users. But 80% of all sewage in the world is never treated, and up to 35% of all clean water is lost in transit. This calls for self-help solutions at the point of use, a movement known as decentralized water treatment. Our mission is to enable this decentralized water revolution by providing rapid deployment, point-of-use water treatment and conveyance products and technologies that enable water independence, and help make clean water available for all. For more information, visit the company’s website at www.OriginClear.com.
Forward- Looking Statements
Matters discussed in this presentation contain forward-looking statements. When used in this update, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology and our need to increase the size of our organization. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law. There cannot be any assurance that our revenue will increase.
Investor Relations OriginClear:
Devin Angus
Toll-free: 877-999-OOIL (6645) Ext. 3
International: +1-323-939-6645 Ext. 3
Fax: 323-315-2301
ir@OriginClear.com
www.OriginClear.com
Press Contact:
TransMedia Group
Dilara Tuncer, Director of Public Relations
941-549-3571
dilara@transmediagroup.com
www.transmediagroup.com