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OOIL > SEC Filings for OOIL > Form 8-K on 9-Oct-2013All Recent SEC Filings

Show all filings for ORIGINOIL INC

Form 8-K for ORIGINOIL INC


9-Oct-2013

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

Consultant Issuances

Between May 21, 2013 and September 18, 2013, OriginOil, Inc. (the "Company") agreed to issue an aggregate of 589,285 shares of its common stock to consultants and a five-year warrant to purchase 57,692 shares of its common stock at an exercise price of $0.26 per share to a consultant, in each case in lieu of cash consideration.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act, as amended (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

Between August 20, 2013 and October 1, 2013, holders of convertible promissory notes converted an aggregate principal and interest amount of $175,294 into an aggregate of 1,446,301 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

Between August 20, 2013 and October 7, 2013, holders of warrants to purchase up to an aggregate of 131,847 shares of the Company's common stock at an exercise price of $0.25 per share delivered notices of election to exercise the warrants in full on a cash basis resulting in the issuance of 131,847 shares of the Company's common stock for an aggregate purchase price of $32,962.

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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