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ORIGINOIL INC FILES (8-K) Disclosing Unregistered Sale of Equity Securities

August 11, 2014



Item 3.02 Unregistered Sales of Equity Securities.

Consultant Issuances

Between June 30, 2014 and August 1, 2014, OriginOil, Inc. (the "Company") issued an aggregate of 217,364 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(a)(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 July 9, 2014 and August 5, 2014, holders of convertible promissory notes converted an aggregate principal and interest amount of $271,249 into an aggregate of 4,483,460 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(a)(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 July 25, 2014 and July 28, 2014, the Company issued an aggregate of 260,566 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(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

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Source: Edgar Glimpses


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