Item 3.02 Unregistered Sales of Equity Securities.
Exchange of Preferred Shares
Between June 2, 2022 and June 22, 2022, certain holders
of OriginClear, Inc.’s (the “Company”) Series I preferred stock exchanged an aggregate of 200 shares of Series I preferred
stock for 200 shares of the Company’s Series W preferred stock.
On June 22, 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.
Sales of Preferred Shares
Between May 16, 2022 and
July 6, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold
an aggregate of 8.2 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $823,000. The Company also
issued an aggregate of 6,584,000 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 May 17, 2022, holders of the Company’s Series
T preferred stock converted an aggregate of 139 Series T shares into an aggregate of 26,903,226 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 May 31, 2022 and June 30, 2022, the Company
issued to consultants and one employee an aggregate of 8,506,589 shares of the Company’s common stock for services.
On July 5, 2022, the Company
entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 45,642,386 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.
Dividends in Shares of
Common Stock
On June 30, 2022, the Company
issued an aggregate of 458,958 shares of the Company’s common stock as dividends to certain holders of Series O preferred 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.