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): April 25, 2023

ORIGINCLEAR, INC.

(Name of registrant as specified in its charter)

Nevada333-14798026-0287664
(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: (727) 440-4603

(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 3.02 Unregistered Sales of Equity Securities.

Conversion of Notes

On April 18, 2023, holders of convertible promissory notes converted an aggregate principal and interest amount of $167,365 into a total of 55,788,402 shares of OriginClear, Inc. (the "Company") common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Conversion of Preferred Shares

On April 25, 2023, holders of the Company's Series Y preferred stock converted an aggregate of 2.5 Series Y shares into an aggregate of 40,841,585 shares of the Company's common stock. Between April 26, 2023 and April 28, 2023, the aggregate of 40,841,585 of those shares of common stock were redeemed by the Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used by the stockholders to purchase one or more convertible secured promissory notes from its subsidiary, Water On Demand, Inc ("WODI").

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Issuance of Common Stock

Between April 25, 2023 and April 28, 2023, the Company issued to consultants an aggregate of 4,120,749 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Restricted Stock Grant Agreement Issuances

On April 25, 2023, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to an employee an aggregate of 2,754,073 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2023, the Company filed a certificate of designation for its WODI subsidiary for Series B Preferred Stock with the Secretary of State of Nevada. Pursuant to the certificate of designation, WODI designated 1,000,000 shares of preferred stock as Series B Preferred Stock. The Series B Preferred Stock has an initial issuance value of $5.00 per share and will be convertible into common stock of WODI per terms of the certificate of designation. 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.

Exhibit No. Description
3.1Certificate of Designation of WODI Series B Preferred Stock
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
May 1, 2023 By: /s/ T. Riggs Eckelberry
Name: T. Riggs Eckelberry
Title: Chief Executive Officer

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OriginClear Inc. published this content on 01 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 May 2023 21:58:01 UTC.