Item 3.02. Unregistered Sales of Equity Securities.

Irvine Sensors Corporation (the "Company") issued 400,000 shares of common stock to an accredited institutional investor upon such investor's conversion on December 10, 2009 of $160,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the "Series A-1 Stock") of the Company. The Company also issued an aggregate of 2,700,000 shares of common stock to the same investor upon such investor's successive conversions on December 31, 2009 of an aggregate of $1,080,000 of the stated value of the Series A-1 Stock. The Company also issed 93,700 shares of common stock to another accredited investor upon such investor's conversion on December 31, 2009 of $37,480 of the stated value of the Series A-1 Stock. The Company also issued 245,900 shares of common stock to the same investor upon such investor's conversion on December 31, 2009 of $98,360 of the stated value of the Series A-2 10% Cumulative Convertible Preferred Stock of the Company. As a result of the issuances on December 31, 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 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.