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OOIL > SEC Filings for OOIL > Form 8-K on 31-Mar-2014All Recent SEC Filings

Show all filings for ORIGINOIL INC

Form 8-K for ORIGINOIL INC


31-Mar-2014

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

Consultant Issuances

On March 24, 2014, OriginOil, Inc. (the "Company") issued an aggregate of 500,000 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 Note

On March 13, 2014, a holder of a convertible promissory note converted an aggregate principal and interest amount of $36,889 into an aggregate of 468,432 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.

Make Good Issuance

In connection with a certain one-time make good agreement, on March 19, 2014, the Company issued an aggregate of 7,393 shares of its common stock to a holder 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.

Warrant Exercises

Between March 24, 2014 and March 25, 2014, holders of warrants to purchase shares of the Company's common stock exercisable at $0.15 per share delivered notices of election to exercise the warrants on a cash basis resulting in the issuance of 3,000,000 shares of the Company's common stock for an aggregate purchase price of $450,000.

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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