Item 3.02 Unregistered Sales of Equity Securities.
As previously reported on July 31, 2012, August 9, 2012 and October 12, 2012, OriginOil, Inc. (the “Company”) commenced a private placement offering of up to 4,615,385 shares of common stock together with up to four series of warrants to purchase up to an aggregate of 18,461,540 shares of common stock. Between October 12, 2012 and November 5, 2012, the Company has sold to accredited investors an aggregate of 423,080 shares of its common stock together with one-year warrants to purchase an aggregate of 407,695 shares of its common stock, three-year warrants to purchase an aggregate of 384,618 shares of its common stock and five-year warrants to purchase an aggregate of 307,694 shares of its common stock for aggregate gross proceeds of $275,000. Each of the warrants is exercisable at a price per share of $0.65 subject to adjustment for stock splits, dividends, distributions, recapitalizations and the like.
The securities offered will not be and have not been registered under the Securities Act of 1933, as amended (the “Securities Act:”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
On October 26, 2012 and October 30, 2012, the Company agreed to issue warrants to consultants to purchase up to an aggregate of 50,000 and 20,000 shares of its common stock, respectively exercisable at $0.65 per share.
On November 1, 2012, holders of convertible notes, known in the Company’s filings with the SEC as the “November Notes”, “December Notes” and “January Notes”, in the aggregate outstanding principal amount of $1,375,826 converted all outstanding principal and accrued and unpaid interest of $71,514 into an aggregate of 3,308,240 shares of common stock of the Company.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.