Item
3.02 Unregistered Sales of Equity Securities
Private
Placement
As
previously reported, OriginClear, Inc. (the “Company”) filed a Series F Certificate of Designation with the Nevada
Secretary of State on August 16, 2018. Pursuant to the Series F Certificate of Designation, the Company may issue up to 6,000
shares of the Series F Preferred Stock, each share of the Series F Preferred Stock having a stated value of $1,000. Pursuant to
subscription agreements entered into with purchasers of the Series F Preferred Stock, the Company will also issue to each investor
who has purchased shares of Series F Preferred Stock, shares of the Company’s common stock in an amount equal to, for each
share of Series F preferred stock, five hundred dollars ($500) divided by the closing price on the date the Company receives the
executed subscription documents and the purchase price from such investor.
Between September 28, 2018 and October 4,
2018, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an
aggregate of 310 of the Company’s Series F preferred stock for an aggregate purchase price of $310,000.
In
connection with the Series F Certificate of Designation and subscription agreements entered into with investors, on September
28, 2018, the Company issued an aggregate of 167,265,906 shares of its common stock to certain holders of its Series F preferred
stock.
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.
Conversion
of Notes
As
previously reported, the Company entered into agreements by and between the Company and various investors by which investors hold
convertible promissory notes convertible into shares of the Company’s common stock. On October 3, 2018, holders of convertible
promissory notes converted an aggregate principal and interest amount of $30,471 into an aggregate of 40,628,316 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.
Consultant
Issuances
On
September 28, 2018, the Company issued to consultants and one employee an aggregate of 21,893,705 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.
Make
Good Issuances
In
connection with certain one-time make good agreements, on September 28, 2018, the Company issued an aggregate of 10,207,956 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.