Item 3.02 Unregistered Sales of Equity Securities.





Conversion of Notes

On April 18, 2023, holders of convertible promissory notes converted an aggregate principal and interest amount of $167,365 into a total of 55,788,402 shares of OriginClear, Inc. (the "Company") common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Conversion of Preferred Shares

On April 25, 2023, holders of the Company's Series Y preferred stock converted an aggregate of 2.5 Series Y shares into an aggregate of 40,841,585 shares of the Company's common stock. Between April 26, 2023 and April 28, 2023, the aggregate of 40,841,585 of those shares of common stock were redeemed by the Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used by the stockholders to purchase one or more convertible secured promissory notes from its subsidiary, Water On Demand, Inc ("WODI").

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.





Issuance of Common Stock

Between April 25, 2023 and April 28, 2023, the Company issued to consultants an aggregate of 4,120,749 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Restricted Stock Grant Agreement Issuances

On April 25, 2023, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to an employee an aggregate of 2,754,073 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2023, the Company filed a certificate of designation for its WODI subsidiary for Series B Preferred Stock with the Secretary of State of Nevada. Pursuant to the certificate of designation, WODI designated 1,000,000 shares of preferred stock as Series B Preferred Stock. The Series B Preferred Stock has an initial issuance value of $5.00 per share and will be convertible into common stock of WODI per terms of the certificate of designation. The foregoing description of the certificate of designation is qualified by reference to the full text of the certificate of designation, a copy of which is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

3.1             Certificate of Designation of WODI Series B Preferred Stock
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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