Item 3.02 Unregistered Sales
of Equity Securities
Private Placement
On September 9, 2016, OriginClear,
Inc. (the “Company”) sold, in a private placement, an aggregate of 1,120,000 shares of its common stock to accredited
investors for an aggregate consideration of $11,200 (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.
Make Good Issuances
In connection with certain one-time make good agreements,
between September 15, 2016 and September 20, 2016, the Company issued an aggregate of 36,405,675 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
On September 19, 2016, holders of convertible promissory
notes converted an aggregate principal and interest amount of $85,266 into an aggregate of 22,146,949 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.
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