No accredited investors? I mean a good amount of what you say is fact but you better read this filing. 130k raised from accredited investors.They will raise millions on this stupidity that investors are falling for. Don't you know this is a Ponzi scheme? And BTW this is no technology but a well thought up scam. Riggs is very smart
Item 3.02 Unregistered Sales of Equity Securities
Private Placement
As previously reported by OriginClear, Inc. (the “Company”), the Company has commenced an offering under Regulation 506c of Regulation D (the “Private Placement”) of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company shall sell units of its securities (the “Units”) with each Unit consisting of one share of Series D Preferred Stock, and one right to purchase future digital coins, or certain other securities, issued by the Company or WaterChain, Inc., the Company’s wholly owned subsidiary.
Between April 19, 2018 and May 4, 2018, the Company sold, in the Private Placement, an aggregate of 6,777,777 shares of its common stock to accredited investors for an aggregate consideration of $130,000.
The securities referenced above were offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, and Rule 506(c) of Regulation D promulgated under the Securities Act.
Consultant Issuances
On April 30, 2018, the Company issued to consultants an aggregate of 709,034 shares of the Company’s common stock in lieu of cash considerations.
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.
Conversion of Notes
On May 3, 2018, holders of convertible promissory notes converted an aggregate principal and interest amount of $51,763 into an aggregate of 5,751,476 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 since, among other things, the transactions did not involve a public offering.
Make Good Issuances
In connection with certain one-time make good agreements, between April 30, 2018 and May 7, 2018, the Company issued an aggregate of 3,009,436 shares of its common stock to certain holders of its 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 since, among other things, the transactions did not involve a public offering.
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 09, 2018 By: /s/ T. Riggs Eckelberry
