Item 3.02 Unregistered Sales
of Equity Securities
Private Placement
On August 30, 2016, OriginClear, Inc. (the “Company”)
sold, in a private placement, an aggregate of 12,301,672 shares of its common stock to accredited investors for an aggregate consideration
of $123,016.72 (the “Offering”). The shares issued in this Offering are subject to price protection for a period of
one year from the issuance of the shares providing that under certain circumstances, the Company will issue additional shares of
common stock of the Company for no additional consideration to the subscribers thereunder. The subscribers agree to the lock-up
provision, under which subject to certain terms and conditions therein, the subscribers shall not sell any of their shares of common
stock of the Company obtained in this Offering for a period of twelve months.
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 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.
Consultant Issuances
Between August 31, 2016 and September
2, 2016, the Company issued to consultants an aggregate of 4,313,559 shares of the Company’s common stock in lieu of cash
consideration.
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.
Make Good Issuances
In connection with certain one-time make
good agreements, between August 22, 2016 and September 2, 2016, the Company issued an aggregate of 14,202,770 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.
Conversion of Notes
Between August 16, 2016 and August 30,
2016, holders of convertible promissory notes converted an aggregate principal and interest amount of $164,094 into an aggregate
of 30,360,343 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.