More (possible) dilution coming. Are we to assume that one rogue trade over the 25 days (at $0.004, say) could actually lead to a conversion at $0.002 which would be 75 million shares?
Item 3.02 Unregistered Sales of Equity Securities.
On April 4, 2018, OriginClear, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Note”), in the aggregate principal face amount of $150,000. The Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Note may be converted into shares of the Company’s common stock at a price per share equal to 50% of the lowest trade price of the Company’s common stock recorded during the twenty five prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). In addition, while this Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Note, the conversion price terms of the Note shall adjust to match that more favorable conversion price.
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.
