Item 3.02 Unregistered Sales of Equity Securities.
Conversion of Notes
As previously reported, OriginClear, Inc. (the "Company") issued notes to
various investors convertible into shares of the Company's common stock. On
August 25, 2020, holders of convertible notes converted an aggregate principal
and interest amount of $21,475 into an aggregate of 859,000 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.
Conversion of Preferred Shares
As previously reported, on April 3, 2019, the Company filed a certificate of
designation (the "Series J COD") of Series J Preferred Stock (the "Series J").
Pursuant to the Series J COD, the Company designated 100,000 shares of preferred
stock as Series J. The Series J 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 J COD.
On August 26, 2020, a holder of Series J Preferred Stock converted an aggregate
of 25 Series J shares into an aggregate of 823,764 shares of common stock,
including make-good shares, of the Company's common stock.
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.
Between August 26, 2020 and August 27, 2020, holders of Series L Preferred Stock
converted an aggregate of 37.5 Series L shares into an aggregate of 1,518,724
shares, including make-good 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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 21, 2020, the Company filed a certificate of designation (the "Series
Q COD") of Series Q Preferred Stock (the "Series Q") with the Secretary of State
of Nevada.
Pursuant to the Series Q COD, the Company designated 2,000 shares of preferred
stock as Series Q. The Series Q will have a stated value of $1,000 per share,
and will be entitled to cumulative dividends in cash at an annual rate of 12% of
the stated value, payable quarterly within 60 days from the end of such fiscal
quarter. The Series Q will not be entitled to any voting rights except as may be
required by applicable law. The Series Q be convertible into common stock of the
Company in an amount determined by dividing 200% of the stated value of the
Series Q being converted by the conversion price, provided that, the Series Q
may not be converted into common stock to the extent such conversion would
result in the holder beneficially owning more than 4.99% of the Company's
outstanding common stock. The conversion price will be equal to the average
closing sale price of the common stock for the five trading days prior to the
conversion date. The Company will have the right (but no obligation) to redeem
the Series Q at any time while the Series Q are outstanding at a redemption
price equal to the stated value plus any accrued but unpaid dividends. The
foregoing description of the Series Q COD is qualified by reference to the full
text of the Series Q COD, a copy of which is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Designation of Series Q Preferred Stock
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ORIGINCLEAR, INC. 
