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OOIL > SEC Filings for OOIL > Form 8-K on 19-Jun-2013All Recent SEC Filings

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Form 8-K for ORIGINOIL INC


19-Jun-2013

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

Common Stock and Warrant Offering

As previously disclosed in the Current Report on Form 8-K of OriginOil, Inc. (the "Company") filed with the SEC on March 19, 2013, May 7, 2013, May 30, 2013 and June 10, 2013, the Company's Annual Report on 10-K filed with the SEC on April 16, 2013 and the Company's Quarterly Report on 10-Q filed with the SEC on May 20, 2013, on February 15, 2013, the Company commenced a private placement offering, as subsequently amended, of up to 12,000,000 shares of common stock together with up to four series of warrants to purchase up to an aggregate of 48,000,000 shares of common stock.

From June 11, 2013 to June 19, 2013, the Company sold to accredited investors 3,522,047 shares of its common stock together with one-year warrants to purchase an aggregate of 2,850,000 shares of its common stock, three-year warrants to purchase an aggregate of 2,800,000 shares of its common stock and five-year warrants to purchase an aggregate of 4,000,000 shares of its common stock, for aggregate gross proceeds of $680,512. One-year and three-year warrants to purchase an aggregate of 1,650,000 shares of the Company's common stock are exercisable at a price per share of $0.25 while the remainder of the warrants are exercisable at a price per share of $0.15, subject in each case 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 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K 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.

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.


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