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OOIL > SEC Filings for OOIL > Form 8-K on 5-Aug-2013All Recent SEC Filings

Show all filings for ORIGINOIL INC

Form 8-K for ORIGINOIL INC


5-Aug-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, June 10, 2013, June 19, 2013 and July 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 July 11, 2013 to August 4, 2013, the Company sold to an accredited investor an aggregate of 100,000 shares of its common stock together with one-year warrants to purchase an aggregate of 100,000 shares of its common stock and three-year warrants to purchase an aggregate of 100,000 shares of its common stock for aggregate gross proceeds of $25,000. The warrants are exercisable at a price per share of $0.25, 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 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.

Conversion of Notes

On July 18, 2013, holders of convertible promissory notes converted an aggregate principal and interest amount of $154,350 into 1,122,136 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(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

Warrant Exercises

On July 12, 2013, a holder of warrants to purchase up to 16,000 shares of the Company's common stock at an exercise price of $0.25 per share delivered a notice of election to exercise the warrants in full on a cash basis resulting in the issuance of 16,000 shares of the Company's common stock for an aggregate purchase price of $4,000.

On July 30, 2013, a holder of warrants to purchase up to 23,000 shares of the Company's common stock at an exercise price of $0.25 per share delivered a notice of election to exercise the warrants in full on a cash basis resulting in the issuance of 23,000 shares of the Company's common stock for an aggregate purchase price of $5,750.

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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