Item 3.02 Unregistered Sales of Equity Securities.
Exchange of Preferred Shares
On February 14, 2022, certain holders of OriginClear,
Inc.’s (the “Company”) Series F preferred stock exchanged an aggregate of 100 shares of Series F preferred stock for
100 shares of the Company’s Series Q preferred stock.
Between January 3, 2022 and February 14, 2022, certain
holders of the Company’s Series K preferred stock exchanged an aggregate of 35 shares of Series K preferred stock for 35 shares
of the Company’s Series W preferred stock.
Between January 20, 2022 and January 25, 2022, certain
holders of the Company’s Series V preferred stock exchanged an aggregate of 4 shares of Series V preferred stock for 4 shares of
the Company’s Series Y preferred stock.
Sales of Preferred Shares
Between February 18, 2022
and February 25, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company
sold an aggregate of .3 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $30,000. The Company
also issued an aggregate of 240,000 warrants to these investors.
On February 18, 2022, the
Company entered into a subscription agreement with a certain accredited investor pursuant to which the Company sold an aggregate of 25
shares of the Company’s Series Z preferred stock for an aggregate purchase price of $250,000. The Company also issued an aggregate
of 2,500,000 warrants to the investor.
In connection with the foregoing, the Company relied
upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Conversion of Preferred Shares
On February 22, 2022, holders of the Company’s
Series L preferred stock converted an aggregate of 5 Series L shares into an aggregate of 195,925 shares of the Company’s common
stock.
Between January 25, 2022 and February 14, 2022, holders
of the Company’s Series R preferred stock converted an aggregate of 143 Series R shares into an aggregate of 9,782,806 shares of
the Company’s common stock.
On February 25, 2022, holders of the Company’s
Series T preferred stock converted an aggregate of 145 Series T shares into an aggregate of 17,193,676 shares of the Company’s common
stock.
On January 25, 2022, holders of the Company’s Series U preferred
stock converted an aggregate of 25 Series U shares into an aggregate of 1,569,502 shares, including make-good shares, of the Company’s
common stock.
In connection with the foregoing, the Company relied
upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Conversion of Notes
On January 7, 2022, holders of convertible promissory notes converted an aggregate principal and interest amount of $119,634 into an aggregate
of 12,461,909 shares of the Company’s common stock.
In connection with the foregoing, the Company relied
upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Issuance of Common Stock
Between January 21, 2022 and February 28, 2022, the
Company issued to consultants an aggregate of 7,434,330 shares of the Company’s common stock for services.
Between February 23, 2022
and February 25, 2022, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company
issued an aggregate of 107,802,675 shares of the Company’s common stock in settlement of certain claims with such persons.
In connection with the foregoing, the Company relied upon the exemption
from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.