Item 3.02. Unregistered Sales of Equity Securities.

On October 14, 2009, Irvine Sensors Corporation (the "Company") issued a five-year warrant (the "Warrant") to purchase 350,000 shares of common stock at an exercise price of $0.44 per share to an accredited investor, a financial advisory and investment banking firm that the Company engaged to assist it to raise additional capital and to provide financial advisory services. The Company also issued 300,000 shares of common stock to an accredited institutional investor upon such investor's conversion on September 28, 2009 of $120,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the "Series A-1 Stock") of the Company. As a result of the issuance on October 14, 2009, the Company has issued more than 5% of its outstanding shares of common stock in unregistered transactions in the aggregate since the last report that it filed under Item 3.02 with the Securities and Exchange Commission.

The Warrant may be exercised in cash or pursuant to a net exercise provision if the Company does not register the shares of common stock issuable upon exercise of the Warrant on or prior to April 14, 2010. The exercise price of the Warrant is subject to adjustment for stock splits, stock dividends, recapitalizations and the like. The Warrant also is subject to a blocker that would prevent the holder's common stock ownership at any given time from exceeding 4.99% of the Company's outstanding common stock (which percentage may increase but never above 9.99%).

The above-described sales have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.