UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
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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.
Issuance of Common Stock of Water on Demand, Inc.
On April 1, 2025, Water on Demand, Inc., an indirect subsidiary of the Company (“WODI”) issued an aggregate of 8,511,343 shares of common stock of WODI to investors pursuant to Convertible Promissory Note Conversion Agreements.
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 of the Company
On April 1, 2025, the Company issued an aggregate of 14,130,851,121 shares of common stock of the Company to investors pursuant to Convertible Promissory Note Conversion Agreements.
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
On March 31, 2025, the Company issued 17,291,904 shares of the Company’s common stock to a former executive as a management buy-out payment and another 1,714,286 shares of common stock to another individual as compensation for services.
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.
Dividends in Shares of Common Stock
On March 31, 2025, the Company issued an aggregate of 840,912 shares of the Company’s common stock as dividends to certain holders of Series O preferred 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.
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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.
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ORIGINCLEAR, INC. | |||
| April 7, 2025 | By: | /s/ T. Riggs Eckelberry | |
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Name: |
T. Riggs Eckelberry | ||
| Title: | Chief Executive Officer | ||
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