Item 3.02 Unregistered Sales of Equity Securities.
Conversion of Notes
On
April 18, 2023, holders of convertible promissory notes converted an aggregate principal and interest amount of $167,365 into a total
of 55,788,402 shares of OriginClear, Inc. (the “Company”) 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 Preferred Shares
On April 25, 2023, holders of the Company’s Series Y preferred
stock converted an aggregate of 2.5 Series Y shares into an aggregate of 40,841,585 shares
of the Company’s common stock. Between April 26, 2023 and April 28, 2023, the aggregate of 40,841,585 of those shares
of common stock were redeemed by the Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used
by the stockholders to purchase one or more convertible secured promissory notes from its subsidiary, Water On Demand, Inc (“WODI”).
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
25, 2023 and April 28, 2023, the Company issued to consultants an aggregate of 4,120,749 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.
Restricted Stock Grant
Agreement Issuances
On April 25, 2023, per
electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to an employee an aggregate
of 2,754,073 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.