Item 3.02 Unregistered Sales of Equity Securities.
As previously reported on July 31, 2012, August 9, 2012, October 12, 2012, November 7, 2012 and November 20, 2012, OriginOil, Inc. (the “Company”) conducted a private placement offering of up to 4,615,385 shares of common stock together with up to four series of warrants to purchase up to an aggregate of 18,461,540 shares of common stock. Between November 16, 2012 and December 28, 2012, the Company sold to accredited investors an aggregate of 445,848 shares of its common stock together with one-year warrants to purchase an aggregate of 438,771 shares of its common stock, three-year warrants to purchase an aggregate of 416,309 shares of its common stock and five-year warrants to purchase an aggregate of 153,846 shares of its common stock for aggregate gross proceeds of $289,800. Each of the warrants is exercisable at a price per share of $0.65 subject to adjustment for stock splits, dividends, distributions, recapitalizations and the like.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Note Conversion
Item 3.02 Unregistered Sales of Equity Securities.
During December 2012, holders of convertible notes, known in the Company’s filings with the SEC as the “November Notes” and “January Notes” converted an aggregate outstanding principal amount of $82,501, plus unpaid interest of $4,500 into an aggregate of 198,858 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(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Warrant Grants
Item 3.02 Unregistered Sales of Equity Securities.
On December 28, 2012, the Company issued to an advisor a 5-year warrant to purchase an aggregate of 10,000 shares of common stock exercisable at $0.65 per share.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Issuance of Original Issue Discount Convertible Notes