OriginClear Inc (OCLN)

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tem 3.02 Unregistered Sales of Equity Securities


Consultant Issuances



On February 28, 2018, the Company issued to consultants an aggregate of 690,183 shares of the Company’s common stock in lieu of cash considerations.

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.



Conversion of Notes



On February 27, 2018, holders of convertible promissory notes converted an aggregate principal and interest amount of $33,610 into an aggregate of 3,734,399 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.

Make Good Issuances



In connection with certain one-time make good agreements, between February 28, 2018 and March 5, 2018, the Company issued an aggregate of 3,081,696 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.