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OOIL > SEC Filings for OOIL > Form 8-K on 21-Jan-2014All Recent SEC Filings

Show all filings for ORIGINOIL INC

Form 8-K for ORIGINOIL INC


21-Jan-2014

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

Consultant Issuances

Between December 31, 2013 and January 2, 2014, OriginOil, Inc. (the "Company") issued an aggregate of 131,155 shares of its common stock 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 of 1933, 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 January 6, 2014 and January 16, 2014, holders of convertible promissory notes converted an aggregate principal and interest amount of $185,914 into an aggregate of 2,247,476 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.

Director Grants

On January 1, 2014, the Company issued 200,000 shares of its common stock to each of Ivan Ivankovich and Anthony Fidaleo, both of whom serve on the Company's board of directors.

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.

Make Good Issuances

In connection with certain one-time make good agreements, between December 27, 2013 and January 10, 2014, the Company issued an aggregate of 161,689 shares of its common stock to certain holders of its 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.


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