Item 1.01 Entry into a Material Definitive Agreement.
Between September 30, 2020 and October 1, 2020, OriginClear, Inc. (the
"Company") entered into exchange agreements with certain holders of the
Company's Series F Preferred Stock, pursuant to which such holders exchanged an
aggregate of 160 shares of Series F Preferred Stock for an aggregate of 160
shares of the Company's Series Q Preferred Stock.
In connection with the foregoing, the Company relied upon the exemption from
registration provided by Section 4(a)(2) under the Securities Act of 1933, as
amended, for transactions not involving a public offering.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated by reference into this Item
3.02.
Consultant Issuances
Between September 22, 2020 and September 30, 2020, the Company issued to
consultants and two employees an aggregate of 1,216,073 shares of the Company's
common stock for services.
On October 1, 2020, the Company issued to a consultant an aggregate of 314,361
shares of common stock per qualifying alternate vesting schedule relating to
consultant's May 2016 Restricted Stock Grant Agreement.
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
for transactions not involving a public offering.
Conversion of Preferred Shares
As previously reported, on August 19, 2019, the Company filed a certificate of
designation (the "Series L COD") of Series L Preferred Stock (the "Series L").
Pursuant to the Series L COD, the Company designated 100,000 shares of preferred
stock as Series L. The Series L has a stated value of $1,000 per share, and is
convertible into shares of the Company's common stock, on the terms and
conditions set forth in the Series L COD.
On October 2, 2020, holders of Series L Preferred Stock converted an aggregate
of 12 Series L shares into an aggregate of 264,901 shares of the Company's
common stock.
As previously reported, on August 27, 2020, the Company filed a certificate of
designation (the "Series Q COD") of Series Q Preferred Stock (the "Series Q").
Pursuant to the Series Q COD, the Company designated 2,000 shares of preferred
stock as Series Q. The Series L has a stated value of $1,000 per share, and is
convertible into shares of the Company's common stock, on the terms and
conditions set forth in the Series Q COD.
On October 1, 2020, holders of Series Q Preferred Stock converted an aggregate
of 40 Series Q shares into an aggregate of 1,743,680 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 for
transactions not involving a public offering.
Dividends in Shares of Common Stock
As previously reported, on May 1, 2020, the Company filed a certificate of
designation (the "Series O COD") of Series O Preferred Stock (the "Series O").
Pursuant to the Series O COD, the Company designated 2,000 shares of preferred
stock as Series O. The Series O has a stated value of $1,000 per share, is
convertible into shares of the Company's common stock on the terms set forth in
the Series O COD, and holders are entitled to receive certain dividends,
including in shares of common stock at an annual rate of 4% of stated value
based on the terms and conditions set forth in the Series O COD.
Between August 31, 2020 and September 30, 2020, the Company issued an aggregate
of 166,990 in shares of the Company's common stock as dividends to certain
holders of Series O Preferred 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 for
transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Exchange Agreement (incorporated by reference to 8-K filed
September 9, 2020)© Edgar Online, source Glimpses
ORIGINCLEAR, INC. 
