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 October 29, 2018 and November 5, 2018,
the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate
of 350 of the Company’s Series F preferred stock for an aggregate purchase price of $350,000.
In connection with the Series F Certificate
of Designation and subscription agreements entered into with investors, between October 29, 2018 and November 5, 2018, the Company
issued an aggregate of 98,161,764 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. Between October 24, 2018 and November 6, 2018, holders of convertible promissory
notes converted an aggregate principal and interest amount of $96,725 into an aggregate of 153,194,681 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
Between October 26, 2018 and October
31, 2018, the Company issued to consultants an aggregate of 24,673,913 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.
Make Good Issuances
In connection with certain one-time make good
agreements, on October 31, 2018, the Company issued an aggregate of 12,413,226 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.