Item 1.01 Entry into a Material Definitive Agreement.

On October 20, 2022, OriginClear, Inc. (the "Company") entered into an Equity Financing Agreement ("Financing Agreement") with GHS Investments, LLC ("GHS"), whereby GHS agreed to purchase, at the Company's sole discretion, up to $25,000,000 worth of the shares ("Shares") of the Company's common stock, par value $0.0001 per share. In accordance with the terms of the Financing Agreement and the Registration Rights Agreement ("Registration Agreement") dated October 20, 2022 between the Company and GHS, the Company is required to register the Shares on Form S-1 with the Securities and Exchange Commission as a condition precedent to GHS's obligation to close on the purchase of the Shares.

A form of the Financing Agreement and Registration Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

Sales of Preferred Shares

Between September 13, 2022 and October 24, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 5.7 shares of the Company's Series Y preferred stock for an aggregate purchase price of $572,000. The Company also issued an aggregate of 4,576,000 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 September 26, 2022, holders of the Company's Series L preferred stock converted an aggregate of 100 Series L shares into an aggregate of 7,913,845 shares, including make-good shares, of the Company's common stock.

Between September 28, 2022 and October 20, 2022, holders of the Company's Series Y preferred stock converted an aggregate of 4 Series Y shares into an aggregate of 30,003,189 shares, including make-good shares, of the Company's common stock.

On September 29, 2022, holders of the Company's Series P preferred stock converted an aggregate of 21 Series P shares into an aggregate of 3,369,965 shares, including make-good shares, of the Company's common stock.

On September 30, 2022, holders of the Company's Series R preferred stock converted an aggregate of 105 Series R shares into an aggregate of 10,726,746 shares, including make-good shares, of the Company's common stock.

On October 25, 2022, holders of the Company's Series U preferred stock converted an aggregate of 100 Series U shares into an aggregate of 5,686,545 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.





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Issuance of Common Stock

Between September 21, 2022 and October 21, 2022, the Company issued to consultants and one employee an aggregate of 14,840,512 shares of the Company's common stock for services.

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 September 30, 2022, the Company issued an aggregate of 197,156 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.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

10.1            Equity Financing Agreement
10.2            Registration Rights Agreement
99.1            Press Release issued October 25, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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