Item
3.02 Unregistered Sales of Equity Securities.
Exchange
of Preferred Shares
On
April 18, 2022, certain holders of OriginClear, Inc.’s (the “Company”) Series K preferred stock exchanged an aggregate
of 50 shares of Series K preferred stock for 50 shares of the Company’s Series W preferred stock.
Sales
of Preferred Shares
Between
April 6, 2022 and April 28, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to
which the Company sold an aggregate of 4 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $405,000.
The Company also issued an aggregate of 3,240,000 warrants to these investors.
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
April 19, 2022, holders of the Company’s Series W preferred stock converted an aggregate of 25 Series W shares into an aggregate
of 2,088,556 shares of the Company’s common stock.
On
April 19, 2022, a prior holder of the Company’s Series P preferred stock was issued an aggregate of 518,232 shares of the Company’s
common stock as a make-good for a prior Series P conversion.
On
April 25, 2022, holders of the Company’s Series T preferred stock converted an aggregate of 60 Series T shares into an aggregate
of 9,230,770 shares of the Company’s common stock.
On
April 25, 2022, holders of the Company’s Series Y preferred stock converted an aggregate of 50 Series Y shares into an aggregate
of 4,230,769 shares of the Company’s common stock.
On
April 26, 2022, holders of the Company’s Series L preferred stock converted an aggregate of 10 Series L shares into an aggregate
of 1,445,086 shares, including make-good shares, of the Company’s common stock.
On
April 26, 2022, holders of the Company’s Series R preferred stock converted an aggregate of 20 Series R shares into an aggregate
of 2,504,816 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.
Issuance
of Common Stock
Between
April 18, 2022 and April 26, 2022, the Company issued to consultants an aggregate of 2,850,000 shares of the Company’s common stock
for services.
On
April 18, 2022, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued
an aggregate of 18,731,644 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.