Item 3.02 Unregistered Sales of Equity Securities
Private Placement
As previously reported, OriginClear, Inc.
(the “Company”) filed a Series G Certificate of Designation with the Nevada Secretary of State on January 16, 2019.
Pursuant to the Series G Certificate of Designation, the Company may issue up to 6,000 shares of the Series G preferred stock,
each share of the Series G preferred stock having a stated value of $1,000. Pursuant to subscription agreements entered into with
purchasers of the Series G preferred stock, the Company will also issue to each investor who has purchased shares of Series G preferred
stock, shares of the Company’s common stock in an amount equal to, for each share of Series G 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 March 14, 2019 and March 21, 2019,
the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate
of 50 shares of the Company’s Series G preferred stock for an aggregate purchase price of $50,000.
In connection with the Series G Certificate
of Designation and subscription agreements entered into with investors, between March 14, 2019 and March 21, 2019, the Company
issued an aggregate of 22,727,273 shares of its common stock to certain holders of its Series G 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 March 27, 2019, holders of convertible promissory notes converted an aggregate
principal and interest amount of $33,924 into an aggregate of 75,385,997 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 March 29, 2019, the Company issued to
consultants an aggregate of 12,931,035 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 March 29, 2019, the Company issued an aggregate of 9,975,370 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.