Originclear, Inc 10-K for FY2025
Originclear, Inc. (OCLN)
About this 10-K
Originclear, Inc filed this 10-K on April 13, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.82M
- up 54.7% from $4.41M a year earlier
- Net loss
- $18.32M
- compared with a net loss of $18.18M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year
ended
Or
For the transition period from ___________ to ___________
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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At April 10, 2026,
DOCUMENTS INCORPORATED
BY REFERENCE:
TABLE OF CONTENTS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:
| ● | business strategy; | |
| ● | financial strategy; | |
| ● | intellectual property; | |
| ● | production; | |
| ● | future operating results; and | |
| ● | plans, objectives, expectations and intentions contained in this report that are not historical. |
All statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.
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PART I
ITEM 1. BUSINESS.
Organizational History
OriginClear, Inc., (the “Company”, “OCLN” or “OriginClear”) was incorporated in Nevada on June 1, 2007. Initially focused on research, development, and licensing, the Company transitioned to commercialization in 2015. Our principal offices are located at 600 Cleveland St Clearwater, FL 33755. Our main telephone number is (727) 476-1330. More information is available on our website, www.OriginClear.com, however, the website content is not incorporated in this report.
Overview of Business
Founded as OriginOil® in 2007, OriginClear rebranded in 2015 to reflect its focus on innovation in the industrial water sector. Operating as the Clean Water Innovation Hub™ (“CWIB”), the Company incubates and launches innovative businesses that create value within the global water industry and beyond. OriginClear is fully dedicated to supporting its subsidiary, Water On Demand, Inc. (“WODI”).
WODI comprises two distinct operating units, Progressive Water Treatment (“PWT”), and Water on Demand (“WOD”), the last being a development-stage business. A third operating unit, Modular Water Systems (“MWS”) was wound down in 2025 and all assets were disposed of prior to December 31,2025. A description of the operating units include:
| ● | PWT: This unit generates the largest portion of the Company’s revenue by providing engineered water treatment solutions and custom treatment systems. |
| ● | WOD: Unit in development that aims to offer private business water self-sustainability as a service – allowing them to pay for water treatment and purification services on a per-gallon basis – a model commonly known as Design-Build-Own-Operate (“DBOO”). The Company is currently preparing for a showcase of this model. |
History of WODI
In 2023, OriginClear consolidated three operating divisions, WOD, PWT and MWS, into WODI. Since then, WODI has developed and expanded operations and will continue to do so.
Water Businesses
As the Clean Water Innovation Hub™ (“CWIH”), the Company develops and incubates businesses to create value within the global water industry and related sectors. The CWIH’s mission is to establish valuable assets, spin them off into independent entities, and thereby contribute to the overall growth of the industry and beyond.
Following the termination of the proposed business combination, the Company continues to focus on its core objectives. It intends to identify, develop and potentially launch new ventures, as it previously did with MWS in 2018 and WODI in 2021. The Company may also pursue strategic acquisitions, building on the experience gained from its 2015 acquisition of PWT, and is open to exploring opportunities outside the water sector.
Water On Demand
Through OriginClear’s subsidiary WODI, the Company is developing an outsourced water treatment business known as Water on Demand. The Water on Demand model aims to offer customers water self-sustainability as a service – allowing them to pay on a per-gallon or flat fee basis for managed wastewater treatment services. This allows the customer to manage services without incurring significant upfront capital equipment acquisition costs. This approach, generally known as DBOO, provides an alternative to conventional on-site wastewater treatment solutions requiring substantial initial investments.
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The Company is currently evaluating opportunities for outsourced water treatment as a managed service, featuring an all-inclusive platform of services. It announced agreements with Enviromaintenance ®, a water services company, and Klir®, a utility network software provider, to support a WOD pilot program. Under this model, WODI may initially build, maintain, and service the water treatment system it finances. As the program expands, WODI intends to rely on regional water service providers to perform these functions.
WODI intends to delegate the building and operation of WOD-Financed systems to regional water companies under performance contracts, thus creating a network of partners that can enable rapid scaling and establish a competitive barrier to entry. WODI is managed by Ken Berenger, CEO, James Woloszyn, COO and Cory Mertes, CFO. All C-Level executives with extensive experience in building and managing company growth. As the Company expands it will further hire staff or independent contractor resources. WODI’s other divisions, PWT, employ approximately 25 people.
Overall, WODI operates as in independent company from OrginClear but there is an overlap of Board members. This creates a common goal and shared strategic initiatives that will enhance the valuation of both organizations. Administrative support is shared by the two companies under a services and allocation arrangement.
On December 10, 2025 the company signed a Memorandum of Understanding with Environmaintenance to engage in a joint venture to operate a fleet of waste water pump trucks in a 50% / 50% JV between Environmaintenace and WODI. As of this filing, that JV is moving forward but has not yet generated a revenue source.
Progressive Water Treatment Inc.
PWT, based in Sherman, Texas, designs, builds, and services a broad range of industrial water treatment solutions. It seeks to provide a comprehensive, end-to-end offer that addresses the increasing corporate demand for outsourced water treatment.
PWT designs and manufactures turnkey water treatment systems for municipal, industrial and pure water applications. Its competitive advantages lie in 25-years’ of experience that enables depth of understanding of each customer’s needs and employing multiple technologies – such as chemical injection, media filtration, membranes, ion exchange, and supervisory control and data acquisition (“SCADA”) systems – to deliver complete, customized solutions.
In addition to system design and manufacturing, PWT offers ongoing services that include maintenance contracts, retrofits, and replacement support. The Company also rents equipment under contracts of varying terms.
Modular Water Systems (discontinued operation in 2025)
On May 8, 2025, WODI’s Board approved the wind-down of MWS as part of a strategic shift away from direct equipment competition. Disposal of remaining MWS assets was completed prior to December 31, 2025. Also in May of 2025, WODI signed a settlement agreement with Dan Early who was the President and Chief Engineer of MWS, releasing each of liability towards the other. The patents of MWS were registered to Dan Early and he maintained ownership of those patents.
Joint Venture
On September 16, 2025, the Company entered into a joint venture agreement with Block40X Inc. to form a Wyoming limited liability company (the “Block40X JV”) to develop and manage Bitcoin mining facilities in the United States. Each party holds a 50% membership interest. In connection with the agreement, the Company granted Block40X restricted stock equal to approximately 5% of its common shares outstanding on the effective date, pursuant to the Company’s existing restricted stock grant agreement. The Block40X JV will be accounted for under the equity method of accounting in accordance with ASC 323.
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On September 26, 2025, the Company entered into a joint venture agreement with Bitmern Investments LLC, a subsidiary of Bitmern Technologies LLC, to form a Florida limited liability company (the “Bitmern JV”). Ownership of the Bitmern JV is allocated 60% to Bitmern Investments LLC and 40% to the Company. The purpose of the Bitmern JV is to finance, develop, construct, and manage large-scale Bitcoin mining hosting facilities, beginning with a pilot project of up to 500 MW in the United States. The Bitmern JV will be accounted for under the equity method of accounting in accordance with ASC 323.
As of December 31, 2025, neither the Block40X JV nor the Bitmern JV had a material impact on the Company’s consolidated financial statements.
Patents and Intellectual Property
The ORIGINCLEAR trademark application was registered as U.S. Trademark Registration 7,296,730, and issued on February 6, 2024. Additionally, the ORIGINCLEAR logo trademark application was registered as U.S. Trademark Registration 7,296,731, issued on February 6, 2024. During 2025, the company submitted a new patent for Blockchain-Validated Control System for Automated Water Treatment Operations which is pending (patent 19544387).
Trademarks registered in 2025 include:
| Patents | Entity | Serial Number | Status | ||||||
| WATERPRNEUR | OriginClear Inc. | 90471071 | Registered | ||||||
| The Blue Gold (Intl. TM Class 041 - Education, Entertainment and Cultural Services | OriginClear Inc. | 97734240 | Registered | ||||||
| WATER ON DEMAND | Water on Demand, Inc. | 98099605 | Registered | ||||||
The Company relies on, and expects to continue relying on, a combination of confidentiality agreements with employees, consultants, and third parties, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect its proprietary rights.
PRODUCTS, TECHNOLOGY AND SERVICES
As deteriorating infrastructure and rising water costs drive businesses toward self-reliance, the Company provides on-site water treatment systems designed to achieve high levels of purification and recycling that centralized utilities cannot deliver. Installed at the point of use, these systems serve as productive business assets, enhancing property values and strengthening environmental, social and governance (“ESG”) profiles.
The Company’s portfolio includes modular, prefabricated, and full-service water, providing scalable and durable solutions that grant greater independence for industrial, commercial and municipal customers.
The company organizes its offerings into three primary categories, aligned with its operating divisions. Water system solution engineering focuses on designing and delivering custom-engineered water treatment systems for industrial, municipal, and commercial applications. These systems utilize technologies such as reverse osmosis, ultrafiltration, media filtration, disinfection, water softening, ion exchange, and electro deionization. They can be skid-mounted, rack-mounted, or containerized, offering adaptable solutions for small to medium-scale projects.
Modular and prefabricated treatment and conveyance systems include prefabricated and prepackaged wastewater treatment and conveyance solutions, such as pump and lift stations, modular storage tanks, and integrated control panels. These systems provide instant infrastructure, reducing installation times and costs while maintaining high-performance standards. Built using structural reinforced thermoplastics like HDPE, they deliver extended service life, lower long-term replacement costs, and maintain superior operational efficiency.
Full-service water systems offer water-as-a-service solutions through design-build-operate models, allowing customers to pay per gallon rather than making upfront capital investments. These solutions provide businesses with access to advanced water treatment without large capital expenditures, ensuring long-term operational efficiency with predictable costs.
By delivering durable, scalable, and cost-effective solutions, the company enables businesses to optimize water management while reducing operating costs and environmental impact. The integration of high-performance materials, automation, and advanced purification technologies ensures that customers achieve superior efficiency, lower upfront costs, and long-term sustainability in their water treatment operations.
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Market Opportunity
Globally, only about 20% of all sewage and 30% of all industrial wastewater undergo treatment or recycling, while approximately 35% of clean water is lost through leakage. Halving this loss could provide clean water for an additional 100 million people. This urgent challenge also presents a significant opportunity.
We believe businesses can no longer depend solely on large, centralized water utilities. Increasingly, commercial and industrial users are taking responsibility for their own water treatment and recycling. By installing on-site systems, these businesses secure a tangible asset that can increase property value, improve water quality, and lower costs – particularly when treated water is reused.
In our view, companies that invest in on-site water treatment are quietly establishing ‘decentralized water wealth’ for themselves while benefiting their communities. Notable, ESG criteria – which guide roughly one-quarter of all professionally managed investments worldwide – specifically consider how effectively corporations manage their water resources.
As aging infrastructure continues to fail and as the cost of new and replacement infrastructure escalates, we believe engineers and end-users will seek methods that make water and wastewater systems less expensive to deploy, own and operate. We expect the industry to place increasing emphasis on materials and delivery models designed for longer intervals between replacements, contributing to more cost-effective and sustainable solutions.
Operations
WODI’s ongoing investment in sales expansion and strategic partnerships has materially increased revenues across its core operating units. For example, WODI has demonstrated rapid scaling, with PWT experiencing significant revenue increases in its industrial and municipal water treatment markets, achieving a 55% increase in revenue year-over-year. This increase in revenue is expected to continue for the year ending December 31,2026 as projects starting in 2025 will be completed in 2026 with the related recognized revenue.
Markets
The Company targets businesses seeking compact, advanced water treatment technologies that can be shipped directly to the point of use. Through both direct and indirect sales channels, the Company manufactures and distributes professional-grade water treatment and conveyance systems to a wide range of commercial and industrial customers. End users include hotels and resorts, real estate housing developments, office buildings, military installations, schools, farms, food and beverage manufacturers, industrial warehouses, oil and gas producers, and medical and pharmaceutical facilities.
Customers
The Company’s customers seek solutions to address aging water and wastewater infrastructure. As traditional, centralized systems become prohibitively expensive to repair and upgrade, there is growing interest in decentralized, high-quality, small-scale treatment near the point of generation. Emerging membrane-based technologies and automated analytics enable improved water reuse and efficiency, reducing both energy consumption and waste. (Source: Lux Research, “The Future of Decentralized Water,” June 28, 2016).
PWT has over two decades of experience designing and fabricating water treatment systems. Its major customer segments include:
| ● | Municipal and Community Water: Potable water solutions for small communities. |
| ● | Industrial Processes: Recirculated and makeup boiler and cooling tower water treatment. |
| ● | Energy Sector: Treatment of produced water and frac flowback water. |
| ● | Food and Beverage: Management of feedwater and effluent in processing facilities. |
| ● | Mining Operations: Treatment of mining effluent. |
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| ● | Groundwater and Agriculture: Groundwater recovery and agricultural effluent treatment. |
| ● | Environmental Applications: Advanced treatment for water reuse and environmental protection. |
Visualizing the market as a pyramid, the largest metropolitan areas occupy the top tier due to their scale and complexity, while medium-size cities form the middle segment. The base of the pyramid – encompassing smaller towns, counties, cities, townships, state agencies, federal agencies, private individuals, commercial entities, and industrial facilities – represents the broadest and most diverse market opportunity for decentralized, cost-effective water treatment solutions.
Sales and Marketing
PWT employs distinct sale strategies reflecting their respective market approaches while relying on relationships with past end-use customers and certain manufacturers’ representatives, who maintain direct connections with regional end users.
With extensive experience in the water and wastewater market, PWT brings an in-depth understanding of conventional technologies and their limitations, new technologies entering the market, and the process by which solutions are specified and implemented. Both divisions maintain a strong customer-centric approach, seeking first to understand and diagnose customer needs and then to design and deliver comprehensive solutions.
Water industry projects typically move slowly. Given that most product lines represent “pipeline” products, the gestation period from initial prospect to final contract can span six months to three years. To accelerate and expand the pipeline, the Company aims to increase the number of sales representatives who have strong relationships with engineers, contractors, and end users, thereby enhancing overall market reach and opportunity generation.
Competition
PWT operates in a market with numerous system integration suppliers offering solutions based on various technologies, including PureAqua in California, Harn RO in Florida, and Membrane Specialists in Illinois. Each of these competitors tends to have unique strategic focuses:
| ● | PureAqua: Over 80% of its business is concentrated in the Middle East |
| ● | Harn RO: Specializes in drinking water systems for medium to large municipalities, primarily in the Southeastern United States. |
| ● | Membrane Specialists: Focuses on tubular membrane technology, carving out a niche in membrane-based solutions. |
These distinctions reflect not only geographic concentration but also technological specialization and customer type. PWT’s share of the market is shaped by its own regional footprint, strong customer loyalty, niche market focus, and limited sales representation, differentiating it from these broader players.
Tariffs
About any existing or new tariffs announced by the Trump Administration, the Company is planning to ensure that the company adds appropriate price adjustments to current and future contracts.
Growth Opportunities
As part of its ongoing strategy, WODI continues to expand its sales pipeline and optimize operational efficiencies, leading to growth in 2026. This revenue acceleration has been driven by expanded market reach, an improved sales pipeline, and increased operational efficiencies. Strengthening regional sales and representation has positioned the Company to capture a greater share of the decentralized water treatment market. Standardizing and streamlining modular system designs has improved scalability, allowing for more efficient production. Operational improvements, including increased production capacity and supply chain optimization, have further supported revenue growth. Based on these trends, the Company is well-positioned to continue this momentum, reinforcing its leadership in the water treatment sector.
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Domestic versus International
While the United States market presents significant potential, it represents only about 5% of the global population. Vast regions around the world remain underdeveloped, lacking effective water and wastewater treatment infrastructure. By leveraging joint ventures and other strategic partnerships, the Company could export its decentralized treatment technologies internationally. Expanding into these underserved markets can potentially drive substantial revenue growth as global demand for effective and efficient water treatment systems continues to climb.
Facilities and Equipment
WODI conducts its primary manufacturing operations through its subsidiary, PWT, at a leased facility located at 5225 W. Houston, Sherman, Texas 75092. The approximately 21,300 square-foot facility is leased from NICK & SON’S CONSTRUCTION LLC under a multi-year commercial lease agreement. The lease commenced on July 1, 2024, and extends for 61 months, with an option to renew for an additional 60-month term. The rent schedule and expense reimbursements are detailed in the signed lease documents, which are consistent with standard commercial lease practices.
This facility provides the necessary space for in-house engineering, design, fabrication, assembly, and quality control. PWT’s engineers and designers employ advanced 3D CAD software to create detailed system plans. The team also develops programs control systems, including PLC-based interfaces, enabling efficient remote monitoring and management of the water treatment units. Skilled craftsmen on-site handle metal and plastic machining, welding, and system assembly, ensuring that much of the manufacturing process remains under WODI’s direct control.
Equipment and Efficiency
WODI continuously seeks to improve its manufacturing efficiency and product quality through the acquisition of specialized equipment. This includes CNC waterjets, large-diameter core drills, fusion welders, and roto-molders. These investments in tooling and machinery allow for accelerated production times, enhanced customization, and improved quality control of the final product.
In summary, WOD’s current leased facility and its integrated network of internal and external engineering, manufacturing, and supply-chain partners provide a robust platform to meet present and future production requirements efficiently and cost-effectively
Advisory Support for OriginClear
The Company receives advisory support from affiliated, experienced business professionals, listed under the Company’s Board of Advisors.
In September 2020, OriginClear entered into a strategic agreement with PhilanthroInvestors® and was subsequently listed in its Water PhilanthroInvestors program. Concurrently, OriginClear appointed PhilanthroInvestors founder, Mr. Ivan Anz, and then-CEO, Mr. Arte Maren, to its Board of Advisors. Recently, PhilanthroInvestors appointed Mr. Skye Dayton as CEO, replacing Mr. Maren. While Mr. Maren no longer serves as CEO, he continues to support PhilanthroInvestors in an advisory capacity.
On January 30, 2025, PhilanthroWealth, the successor organization to PhilanthroInvestors, accepted the cancellation of its Finder and Consulting agreements. The related advisory appointments were also eliminated.
$H2O™
On May 10, 2021, OriginClear filed a patent application for its “System And Method For Water Treatment Incentive”, which integrates blockchain technology and non-fungible tokens (“NFTs”). This system is designed to streamline and simplify the distribution of payments for outsourced water treatment and purification services. The services are billed on a pay-per-gallon basis, providing a hedge against inflation under the WOD program.
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On May 16, 2021, the Company applied for a trademark for $H2O (also referred to as H2O) as the blockchain system representing this activity, under an “Intent-to-Use” basis pursuant to Trademark Act Section 1(b).
On June 10, 2021, Ricardo Fabiani Garcia, an investor and experienced technologist, was appointed to the Company’s Board of Advisors to provide guidance on the roadmap and resource planning for the $H2O project.
On Jan 17, 2022, OriginClear was granted full trademark protection by Australian Intellectual Property Office for use of $H2O in Australia and New Zealand.
On May 3, 2022 Notice of Allowance was granted to OriginClear by USPTO for use of $H2O mark in Intl. Classes 09, 36 and 42 governing blockchain based software, Dapps and digital applications for providing and managing cryptocurrency goods and services such as managing transactions, wallets and smart-contracts based transactions.
On May 6, 2022 OriginClear was granted trademark protection for $H2O by European Union Intellectual Property Office.
On August 16, 2022 OriginClear was granted trademark protection by Great Britain for use of $H2O in the United Kingdom.
On August 25, 2022 OriginClear was granted trademark protection by the Intellectual Property Office of Mexico for $H2O in Mexico.
On September 22, 2022 OriginClear was issued a grant of trademark protection by the Japan Patent for $H2O in Japan.
On February 27, 2023 OriginClear was granted trademark protection by the Korean Intellectual Property Office for $H2O use in Korea.
On July 19, 2023 OriginClear was granted trademark protection by the Canadian Intellectual Property Office for $H2O in Canada.
On October 16, 2025, OriginClear withdrew this trademark. It may or may not be refiled later.
Note: Neither the Water On Demand™ program nor the Company’s current business operations depend on blockchain technology, operational goals are achievable through traditional financial systems.
New Role of the Company
The Company, in its role as the CWIH, seeks to create, incubate or accelerate businesses in the water industry and potentially other sectors. The Company intends to achieve growth by partnering with or developing businesses where it may take equity positions in addition to earning management fees.
We believe our primary strength lies in helping such businesses secure capital through retail corporate development, achieve commercial proof of concept, scale operations, and pursue mergers and acquisitions.
Identifying suitable candidates for this strategy may prove challenging. Even if identified, there is no assurance these ventures will achieve commercial success. The Company’s primary focus for the foreseeable future remains the financing, development, and support of its Water On Demand, Inc. subsidiary.
Employees
As of the date of this filing, the Company employs approximately 32 full-time employees.
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ITEM 1A. RISK FACTORS
Risks Relating to Our Business
We have not been profitable.
We were formed in June 2007 and are currently developing Water On Demand, a new business model designed to address identified market demand. As we have not achieved profitability, we face substantial risks, uncertainties, expenses and challenges. To address these risks, we must:
| ● | Successfully execute our business strategy; | |
| ● | Respond effectively to competitive developments; and | |
| ● | Attract, integrate, retain and motivate qualified personnel. |
There is no assurance we will operate profitably or maintain adequate working capital to meet our obligations as they become due. Investors should consider the risks and challenges typically faced by early-stage companies, especially in rapidly evolving markets. If we are unable to successfully execute our strategy or mitigate these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.
We have a history of losses and can provide no assurance of our future operating results.
We have experienced net losses and negative cash flows from operating activities since our inception, and we expect these losses and negative cash flows to continue in the foreseeable future. As of December 31, 2025, and 2024, we had a working capital deficit of $(19,036,232) and $(45,437,508), respectively, and a shareholders’ deficit of $(28,382,938) and $(54,857,588), respectively.
For the years ended December 31, 2025, and 2024, we reported a net loss of $(13,558,351) and $(18,970,789), respectively. Our loss from operations was $(3,323,046) for the year ended December 31, 2025.
As of December 31, 2025, we had an aggregate accumulated deficit of $(155,711,198).
We may never achieve profitability.
Our independent registered public accountants’ opinion on our December 31, 2025, audited financial statements includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our continued operations depend on our ability to raise capital through financing transactions and generating sufficient future sales.
There can be no assurance that we will successfully achieve these objectives, and failure to do so could materially and adversely impact on our business, financial condition, and operating results.
We will need significant additional capital, which we may be unable to obtain.
Revenues from our operations are not currently sufficient to sustain our business, and we will require significant additional capital to continue operations. There is no assurance that additional financing will be available when needed or on terms acceptable to us. Failure to secure financing may require us to reduce or cease operations entirely.
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We may seek capital through debt or equity financing. Equity financing is likely to dilute existing stockholders, and newly issued securities may include preferences, superior voting rights, or other terms favorable to new investors. Additionally, the issuance of warrants, convertible notes, or incentive equity awards may result in further dilution and non-cash expenses that negatively impact our financial condition.
Raising capital can also involve substantial costs, including investment banking, legal, and accounting fees, along with other related expenses. Market conditions, combined with our history of losses, may impair our ability to obtain financing or increase its cost.
Furthermore, we have outstanding convertible preferred stock with variable conversion prices, and certain prior investors may be entitled to make good shares. The conversion of such preferred stock into common stock will result in additional dilution to existing stockholders. If we are unable to raise sufficient capital or generate adequate revenues, we may be forced to further reduce operations or cease operations entirely.
We have incurred substantial indebtedness.
As of December 31, 2025, we had $2,617,692 in outstanding convertible promissory notes, including $597,944 in other current notes, and $2,019,748 in long-term notes. Many of these notes are convertible at a discount, which could dilute stockholders and impact on our stock price.
Our debt obligations may strain cash flow, limit funds for operations, and increase default risk if we cannot meet payment terms. High leverage may also reduce financial flexibility, restrict borrowing, and make it harder to compete.
We may incur additional debt, which could worsen these risks and further constrain our financial position.
Our profitability is dependent upon the growth of our current operations and the start-up of new business entities.
We expect that a significant portion of our future revenues to reach profitability will come from the increase in existing operations and new business ventures. Until we can successfully generate such revenues, we will continue to incur operating losses.
If we fail to develop these revenue streams, our financial condition, results of operations, and prospects will be materially and adversely affected.
We will need to increase the size of our organization and may experience difficulties in managing growth.
We operate as a small company with a minimal number of employees. To address potential growth and market opportunities, we anticipate a significant expansion in headcount, facilities, infrastructure, and overhead. This growth will place added responsibilities on management, including identifying, recruiting, integrating and retaining qualified personnel.
Our ability to compete effectively and improve future financial performance will depend, in part, on how successfully we manage this growth. Failure to do so could negatively impact on our operations and business prospects.
We may not successfully license our technology or commercialize our products, which could result in continued losses and may require us to curtail or cease operations.
We are currently developing our new business model, Water on Demand. However, we cannot predict when, or if, we will achieve profitability. There is no assurance that we will develop our systems quickly enough to meet market demands or that our systems will gain market acceptance.
If we fail to successfully develop, commercialize, or achieve market adoption for the Water on Demand business model, we will continue to incur losses, which may require us to curtail or cease operations.
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If a competitor were to achieve a business breakthrough, our operations and business could be adversely impacted.
Several businesses currently deliver turnkey “water-as-a-service” systems. If a competitor achieves a significant breakthrough, we may face difficulties attracting customers and generating sales. Competitors with greater resources, including capital, technology, or market presence, may gain a significant advantage, negatively impacting our competitive position.
Additionally, as we are the master licensee of limited current patents, we may not be able to prevent the development of competing technologies that use similar methods, materials, or procedures. These competitive pressures could limit our ability to attract customer licenses or generate royalties and fees, which could materially and adversely affect our business, financial condition, and results of operations.
Our long-term success depends on developing a novel outsourcing model, and we face the risks inherent in a performance-based business model.
While our engineering and technology divisions are profitable, our success relies on the development of Water On Demand, a new business in the Design-Build-Own-Operate sector. There is no assurance that we will generate revenue from the financing and management of these systems.
A significant portion of our revenue depends on the performance and oversight of these systems, as well as the successful operations of our operating partners. This exposes us to risks outside of our control, including:
| ● | Dependence on the management and operational capabilities of our partners; and |
| ● | The cyclicality of supply and demand for end-products ties to this business model. |
If our managed contracts fail to achieve profitability, our payments may decline, adversely impacting our results of operations, cash flows, and financial condition. Such impacts could be material.
We rely on strategic partners.
We depend on strategic partners to manage our planned outsourced systems. If our partners do not view us as significant to their business, they may reduce their commitment to us, terminate their relationship, pursue competing partnerships, or develop or acquire competing processes. Any of these actions could materially and adversely affect our business, operations, and financial condition.
A lack of government subsidies may hinder the usefulness of our technology.
We assemble and sell complete engineered solutions and products utilizing the expertise of PWT. Government subsidies that benefit in the industries we serve can vary and may be reduced or eliminated, which could materially and adversely impact on our business. Similarly, more stringent regulations could increase compliance costs or create additional barriers, further negatively affecting our business operations and financial condition.
The industries in which we operate may endure deflationary cycles, affecting our ability to sell and license our systems.
Deflationary events, including industry sector downturns or economic collapses, could materially and adversely affect demand for our systems, limiting our ability to generate revenue from sales or licenses and negatively impacting our business, financial condition, and results of operations.
If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.
Our success relies heavily on attracting and retaining skilled scientific, engineering, and management professionals. We are particularly dependent on T. Riggs Eckelberry and Ken Berenger, CEO and Co-Founder of WODI, whose contributions have been integral to the development of our technology and business. The loss of either person could significantly impact our operations. As Mr. Eckelberry and Mr. Berenger do not have an employment agreement with us, there is no guarantee of their continued association.
The departure of either of these individuals, or other key personnel, could hinder our ability to compete, advance our technology, , and execute our business strategies effectively
Competition from other companies in our market may affect the market for our technology.
The entry of new companies into our market continues to increase competition. Established domestic and foreign companies with longer experience in prefabricated or modular water systems or DBOO models often have greater financial and operational resources. These competitors may benefit from superior capabilities in employee recruitment and retention, manufacturing, and marketing, providing them with a competitive edge. Additionally, competitors may strengthen their market positions through asset acquisitions and expansions. If we or our customers cannot compete effectively or respond to these competitive pressures, our operational results and financial condition could be materially affected.
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Risks Related to Our Intellectual Property
Failure to establish, maintain and enforce intellectual property rights may negatively impact on our financial condition, operations and business.
Our ability to protect intellectual property acquired under the master license is crucial to our financial and operating performance. We rely on trade secrets, copyright laws, and external patent licensing, supplemented by confidentiality agreements and restrictions on disclosing proprietary know-how.
Although we protect our technology as trade secrets and technical know-how, these methods offer less legal protection than patents. Only patents can prevent others from using independently developed similar technology. Competitors gaining access to or surpassing our trade secrets through observation or other means could diminish their value.
Despite implementing systems to safeguard confidentiality, these measures may not provide sufficient protection. While we require employees, consultants, advisors, and partners to sign non-disclosure agreements, we cannot guarantee their effectiveness. Additionally, technology deployed at customer sites may be observable by third parties without non-disclosure agreements, limiting its protection as a trade secret.
Enforcing intellectual property rights is challenging and may require costly litigation with uncertain outcomes, diverting resources and management attention.
The perceived strength of our intellectual property is critical to the value of our customer licenses. Failure to secure and enforce intellectual property could hinder customer acquisition and materially impact on our business, financial condition, and prospects.
Although we have filed various patent applications for some of our original technologies, some have been abandoned or transferred. In certain cases, we have opted to protect our intellectual property through a trade secrets policy.
Although we have filed various patent applications for some of our original technologies, some have been abandoned or transferred. In certain cases, we have opted to protect our intellectual property through a trade secrets policy.
We safeguard our intellectual property using a combination of patents and trade secrets. However, trade secrets do not provide the same level of protection as patents, and patents may not guarantee meaningful protection or commercial advantage. In the U.S., patents only offer protection for 20 years from the filing date, and delays in patent issuance reduce the enforcement period. Additionally, the claims in issued patents may not be broad enough to prevent others from developing similar technologies or achieving comparable results.
Our ability to license and exploit technology under our patents may also be constrained by the intellectual property rights of others. Numerous U.S. and foreign-issued patents and pending patent applications in our field may have priority over our applications, potentially leading to invalidation or limitations on our rights. Furthermore, our competitors could challenge the validity or enforceability of any patents that are issued by our applications.
These risks may impact on our ability to protect and commercialize our intellectual property effectively, which could have a material adverse effect on our business and operations.
We may face claims that we are violating the intellectual property rights of others.
We may encounter claims from direct competitors, other water companies, scientists, or research institutions asserting that our business models, technology, or the commercial use of such technology infringe on their intellectual property rights. As we have not conducted infringement, freedom-to-operate, or landscape analyses, we cannot be certain that our technologies and processes do not violate the rights of others. These claims may increase as we grow our market profile and begin generating revenue.
We may also face infringement claims from employees, consultants, agents, or outside organizations involved in developing our technology. Although we have sought to protect ourselves through contractual provisions, these may not be sufficient, and these parties may claim full or partial ownership of the intellectual property in the technology they developed for us.
If we are found to infringe on others’ intellectual property rights, we could incur significant costs to implement work-around solutions, which may not be feasible or technically equivalent to our current technology. In such cases, we might need to license third-party intellectual property, which may not be available on acceptable terms or at all. Failure to resolve such issues could result in substantial monetary judgments or injunctions that might force us to cease operations.
Even if we are not infringing on others’ intellectual property rights, we could still incur substantial costs defending ourselves against such claims. Additionally, if our license agreements require us to indemnify our customer licenses for claims related to intellectual property infringement, we may bear significant costs defending and indemnifying them. These disputes, even if meritless, could divert management attention and resources. Parties bringing claims may have greater resources, potentially leading us to settle claims we might otherwise successfully defend.
Any claims alleging intellectual property infringement, whether against us or our customer licenses, could materially and adversely impact our financial condition, business operations, and results.
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Risks Related to Our Common Stock
Our common stock may be diluted through the issuance of additional shares, convertible securities, warrants or options.
To raise capital, we have issued common stocks, convertible securities (such as convertible debentures, convertible preferred stock, and notes), and warrants, some of which include anti-dilution and similar protections. Additionally, we have issued incentive compensation to employees and directors. Shares of common stock are reserved for issuance upon the exercise of these securities, and we may increase the number of reserved shares in the future.
Issuing additional common stock, convertible securities, options, and warrants may reduce the percentage ownership of existing stockholders, apply downward pressure on the market price of our stock, trigger adjustments to the conversion and exercise prices of outstanding notes and warrants, and potentially obligate us to issue additional shares to certain stockholders. These actions could affect the rights of current stockholders and the overall value of our common stock.
Our chief executive officer holds the majority of the voting power of our shareholders.
T. Riggs Eckelberry, as the holder of our Series C Preferred Stock, controls 51% of the voting power of the Company’s shareholders. This gives Mr. Eckelberry the ability to determine the outcome of all shareholder matters, which may result in decisions that differ from the interests of other shareholders.
We have created various series of preferred stock and our articles of incorporation allow for our board to create additional new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.
Our Board of Directors has the authority to determine the rights and preferences of preferred stock and to issue additional shares without requiring approval from stockholders. This includes the creation of new series of preferred stock with preferential rights that could adversely affect the rights of common stockholders.
Our issuance of common stock upon conversion of preferred stock may dilute stockholder ownership.
We currently have an outstanding series of preferred stock convertible into common stock, including a series with variable conversion prices. In some cases, these entitlements include the issuance of make-good shares to certain prior investors (see Note 4 – Preferred Stock). The conversion of these preferred shares into common stock will dilute the holdings of existing common stockholders, which may negatively impact the market price of our common stock.
There is a limited public market for our common stock.
Our common stock is not listed on any national securities exchange, making it more difficult for investors to buy or sell shares compared to stocks traded on an exchange. While our common stock is quoted on the OTC Pink, this inter-dealer, over-the-counter market offers significantly less liquidity than national exchanges like the NASDAQ Capital Market.
The limited liquidity may adversely affect the trading volume and price of our common stock. Additionally, the lack of a national exchange listing may make our stock less appealing for margin loans, institutional investments, and use as consideration in future capital-raising transactions or other purposes.
The price of our common stock is volatile, which may lead to investment losses.
The market for our common stock is highly volatile, with significant fluctuations driven by factors such as quarterly variations in operating and financial results, as well as general economic and market conditions. Additionally, statements or changes in opinions, ratings, or earnings estimates from brokerage firms or industry analysts regarding our industry or company could adversely impact our stock price.
This volatility may result in investment losses for our stockholders. Historically, periods of significant stock price fluctuations have often led to securities class action litigation. If such litigation is brought against us, it could result in substantial legal costs and consume management’s time and resources, potentially impacting our operations.
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Shares eligible for future sale may adversely affect the market.
Certain stockholders may sell their shares of common stock in the open market under Rule 144 of the Securities Act of 1933, as amended, subject to certain limitations. Generally, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates, however, are subjected to additional restrictions, including volume limitations, manner of sale rules, (for equity securities), and notice requirements under Rule 144.
Substantial sales of our common stock under Rule 144 could negatively impact the market price of our shares, potentially causing a material adverse effect.
Our stock is subject to the penny stock rules, which may restrict resale and reduce liquidity.
Our common stock is classified as a “penny stock” under Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended. Generally, a penny stock is any equity security with a market price below $5.00 per share, unless it meets specific exceptions such as being listed on a qualifying national securities exchange, issued by a registered investment company, or meeting SEC exemptions based on price or the issuer’s net tangible assets.
As a penny stock, our shares are subject to SEC rules that impose additional sales practice requirements on broker-dealers. These rules affect transactions involving individuals other than established customers or accredited investors, making it more burdensome for broker-dealers to trade our shares.
These restrictions may reduce the liquidity and trading volume of our common stock, potentially limiting resale opportunities and adversely affecting its market price.
Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.
In addition to the “penny stock” rules, the Financial Industry Regulatory Authority, Inc. (“FINRA”) has implemented rules requiring broker-dealers to ensure that recommended investments are suitable for their customers. Before recommending speculative, low-priced securities like our common stock to non-institutional customers, broker-dealers must make reasonable efforts to gather information about the customer’s financial status, tax status, investment objectives, and other relevant details.
FINRA has indicated that speculative, low-priced securities are often unsuitable for many customers. These requirements increase the difficulty for broker-dealers to recommend our stock, potentially restricting shareholders’ ability to buy or sell shares and negatively affecting the market for our stock.
If we fail to maintain effective internal controls over financial reporting, our stock price may be negatively impacted.
We are required to establish and maintain effective internal controls over financial reporting. Weaknesses or failures in these controls could adversely affect our ability to provide accurate and reliable public disclosures about our business, financial condition, and results of operations.
Management’s assessment of our internal controls may identify deficiencies that require correction or remediation, potentially raising concerns among investors. Any actual or perceived weaknesses in our internal controls or disclosures regarding their status could adversely affect investor confidence and, consequently, the market price of our common stock.
We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stock price could decline.
Under Section 404 of the Sarbanes-Oxley Act, we are required to conduct an annual assessment of our internal controls over financial reporting. For certain issuers, this includes an attestation of the assessment by an independent registered public accounting firm. Meeting these evolving and complex standards involves significant documentation, testing, and remediation efforts, resulting in substantial ongoing expenses and resource allocation.
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It is challenging to predict the time and cost required to assess and remediate our internal controls over financial reporting each year. Delays or difficulties in completing this process could prevent timely compliance. Although attestation requirements by our independent registered public accounting firm do not currently apply to us, we may become subject to them in the future, potentially leading to further challenges in implementing necessary changes.
If our Chief Executive Officer or Chief Financial Officer determines that our internal controls are not effective as defined under Section 404, we may face regulatory scrutiny or adverse market reactions. Such outcomes could negatively impact investor confidence and the market value of our stock.
We do not intend to pay dividends on our common stock.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. Even if we have sufficient funds to legally pay dividends, our board of directors may choose, at its discretion, not to declare or pay dividends.
The declaration and amount of any future dividends will depend on various factors, including our operating results, cash flows, financial condition, capital requirements, and other considerations deemed relevant by our board of directors. Additionally, our outstanding series of preferred stock are entitled to dividends before any dividends can be paid to holders of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
Our principal corporate offices are located at 600 Cleveland Street Suite 307, Clearwater Fl 33755.
Our subsidiary, PWT, operates from a 21,300-square-foot facility at 5225 W. Houston Street, Sherman, TX 75092. This facility includes a manufacturing area for water treatment equipment and a warehouse to expand in-stock filtration and pump inventory.
We believe these facilities are suitable and adequate for our current business requirements.
ITEM 3. LEGAL PROCEEDINGS.
None noted
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted on the OTC Markets Pink Open Market under the symbol “OCLN”.
The market price of our common stock is highly volatile, reflecting trends common to technology companies. It fluctuates in response to variations in operating results, announcements of technological innovations or new products, or other events or factors. Our stock price may be influenced by broader market trends and conditions unrelated to our specific performance.
Holders
As of December 31, 2025 we had approximately 721 holders of record of our common stock. This figure does not include beneficial owners whose shares are held by brokers, dealers, or registered clearing agencies on their behalf.
Dividend Policy
We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Our intention is to retain future earnings, if any, to support ongoing operations and fund future capital requirements.
Any decision to pay cash dividends in the future will be at the discretion of our board of directors and will depend on factors such as our financial condition, results of operations, capital needs, and other considerations deemed relevant by the board. Additionally, we have various series of preferred stock outstanding that are entitled to receive dividends before any dividends can be paid on our common stock.
Recent Sales of Unregistered Securities
During the fiscal year ended December 31, 2025, there were no sales of unregistered securities except for those previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. Additionally, our subsidiary, Water on Demand Inc., engaged in activities under a Regulation A offering during this period.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. RESERVED.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies
The SEC defines “critical accounting policies” as those requiring management’s most challenging, subjective or complex judgments, often involving estimates of inherently uncertain matters that may change over time.
While not all accounting policies involve such judgements or estimates, the following policies meet the SEC’s definition of critical accounting policy.
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Recently Issued Accounting Pronouncements
Management adopted a recently issued accounting pronouncement during the year ended December 31, 2025, as disclosed in the Notes to the consolidated financial statements included in this report.
Revenue Recognition
We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.
Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined.
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.
Significant estimates include evaluations of goodwill and long-lived asset impairments, revenue recognition for percentage-of-completion contracts, allowances for uncollectible accounts, inventory valuation, valuations of non-cash capital stock issuances, and valuation allowances on deferred tax assets. These estimates are based on historical experience and other assumptions deemed reasonable under the circumstances. They form the basis for management’s judgments regarding asset and liability carrying values. Changes in assumptions or conditions could result in materially different actual outcomes.
Fair Value of Financial Instruments
The fair value of financial instruments requires disclosure of fair value information, whether or not recognized in the balance sheet, when practicable to estimate.
As of December 31, 2025, the reported amounts for cash, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short maturities.
Revenue and Cost of Sales
Revenue for the years ended December 31, 2025, and 2024 was $6,816,843 and $4,407,781 respectively. Cost of goods sold for the same periods was $5,195,767 and $2,903,053, respectively
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Operating Expenses
Selling and Marketing Expenses
Selling and marketing expenses for the years ended December 31, 2025, and 2024 were $1,342,704 and $2,727,096, respectively. The increase was primarily due to higher marketing and promotional costs.
General and Administrative Expenses
General and administrative expenses for the years ended December 31, 2025, and 2024 were $3,601,418 and $4,973,454, respectively. The increase was due to higher personnel related expenses and outside services, including stock-based compensation.
Depreciation Expense
Depreciation expense for the years ended December 31, 2025, and 2024 was $22,363 and $81,037, respectively.
Other Income and Expense
Other (expense) decreased by $1,146,145 to $(10,698,835) for the year ended December 31, 2025, compared to $(11,844,980) for the year ended December 31, 2024. The change was driven by a $2,523,331 gain on remeasurement of derivative liabilities in 2025, compared to a $(6,908,567) loss in 2024, and a $(513,345) loss on extinguishment of payables in the current period versus a $30,646 gain in the prior year.
Net Loss
Our net loss decreased by $5,412,438 to $(13,558,351) for the year ended December 31, 2025, compared to a net loss of $(18,970,789) for the year ended December 31, 2024.
The reduction in net loss was largely due to lower total operating expenses and the swing in fair value adjustments to derivative liabilities, partially offset by higher cost of goods sold and interest expense.
These estimates are based on multiple inputs, including the market price of our stock, interest rates, stock price volatility, variable conversion prices defined in the respective agreements, and probabilities of certain outcomes based on management’s estimates. Because these inputs are subject to significant fluctuations, the estimated fair value of derivative liabilities will vary from period to period, and the impact may be material.
Liquidity and Capital Resources
Liquidity refers to the ability of a company to generate funds to support current and future operations, meet obligations, and maintain ongoing business operations. Key factors influencing liquidity include funds generated from operations, management of accounts receivable and payable, and capital expenditures.
The accompanying consolidated financial statements have been prepared assuming a going concern, which contemplates the continuity of operations and realization of assets and liabilities in the ordinary course of business. However, substantial doubt exists regarding our ability to continue as a going concern due to significant working capital and shareholders’ deficits.
As of December 31, 2025, we had cash of $828,007 compared to $371,515 as of December 31, 2024.
Our working capital deficit decreased to $(19,036,232) from $(45,437,508), primarily due to a decrease in convertible promissory notes and accrued expenses.
The shareholders’ deficit was $28,382,938 as of December 31, 2025.
Net cash used in operating activities was $(3,587,663) for the year ended December 31, 2025, compared to $(3,745,242) in 2024. The decrease was primarily due to changes in accrued expenses, contract liabilities, and working capital management.
Net cash used in investing activities was $(35,375) in 2025, compared to $(2,289,866) in 2024, primarily reflecting the purchase of SPAC notes payable.
Net cash provided by financing activities was $4,079,530 in 2025, compared to $5,917,792 in 2024, primarily from proceeds of secured promissory notes and preferred stock offerings.
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Although proceeds from the issuance of convertible debt and revenue from operations are currently sufficient to fund near-term expenses, we will need to raise additional funds to expand our operations. Future financing may involve equity or debt securities, which could dilute existing stockholders or include senior rights. If we are unable to secure additional financing, we may need to reduce operations, curtail development plans, or cease operations entirely.
While management believes current resources, growing revenues, and the ability to raise funds will support operations in the immediate future, there is no assurance that these assumptions will materialize. Failure to obtain additional funding may limit our ability to sustain operations and meet obligations.
Recent Trends
Known trends, demands, commitments, events, or uncertainties that could reasonably affect the accuracy or reliability of reported financial information as an indicator of future operating results are discussed throughout this report.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditure.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act, the Company’s management, including the principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.
As defined by Rules 13a-15(e) and 15d-15(e), “disclosure controls and procedures” refer to controls designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods, and that such information is communicated to management to allow timely decisions regarding required disclosures.
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Based on this evaluation, and due to the lack of segregation of duties resulting from our small staff size, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the period’s end. This deficiency could result in delayed or incomplete recording, processing, or communication of required disclosures.
To mitigate this deficiency, we performed additional analysis and post-closing procedures to ensure that the consolidated financial statements in this report are prepared in accordance with generally accepted accounting principles (GAAP). Management believes that, despite the identified deficiency, the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria established in the Internal Control-Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A significant deficiency is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness but important enough to merit the attention of those overseeing the registrant’s financial reporting.
Management identified deficiencies related to the lack of segregation of duties due to the small size of the Company’s staff and the need for a stronger internal control environment. While these deficiencies do not constitute material weaknesses, they could potentially affect the Company’s ability to maintain effective internal controls. Due to the cost/benefit considerations, the small staff size may continue to limit the implementation of certain controls, such as adequate segregation of duties.
To mitigate the identified deficiency, the Company has implemented additional resources and internal controls to strengthen its control environment. Management will continue to monitor and assess the effectiveness of internal controls as part of ongoing efforts to ensure compliance with financial reporting requirements.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, during the year ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Internal Controls
Management recognizes that the design and evaluation of disclosure controls and procedures are inherently limited. No control system, no matter how well-designed or operated, can provide absolute assurance of achieving its objectives.
The effectiveness of disclosure controls and procedures is further influenced by resource constraints, requiring management to exercise judgment in balancing the benefits of potential controls against their associated costs. Accordingly, disclosure controls and procedures are designed to provide only reasonable assurance of their effectiveness.
No Attestation Report by Independent Registered Accountant
The effectiveness of our internal control over financial reporting as of December 31, 2025 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLORES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
The following table sets forth the names and ages of the members of our board of directors and our executive officers and the positions held by each.
| Name | Age | Position | ||
| T. Riggs Eckelberry (1) | 74 | Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President | ||
| Cory Mertes (1) | 59 | Interim CEO and CFO Director (Audit Committee Chairman) | ||
| Stephen Hall | 48 | Director (Audit Committee Chairman (Resigned in August 2025) | ||
| Anthony Fidaleo | 66 | Director (Resigned as of January 30, 2025) | ||
| Jean-Louis Kindler | 62 | Director | ||
| Byron Elton | 70 | Director |
| (1) | On April 9, 2026 T Riggs Eckelberry, the Chairman of the Board, CEO and Treasurer of the Company, passed away from health conditions. He is being replaced by Cory Mertes who was acting as the senior executive during Mr. Eckelberry’s health concerns and is now taking on the CEO and CFO roles on an interim basis. Mr. Mertes is a current Board member and Audit Committee Chair. |
T. Riggs Eckelberry (deceased) - Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President
Mr. Eckelberry has served as Chief Executive Officer, Chairman, Secretary, Treasurer, and President of the Company since its inception in June 2007. As a co-founder, he brings extensive experience in technology management and leadership to the Blue Technology sector.
From 2005 to 2006, as President and COO of CyberDefender Corporation, Mr. Eckelberry was instrumental in developing the Company’s product line, securing initial funding, and achieving a NASDAQ IPO. Between 2001 and 2005, he founded and led TechTransform, a technology consulting firm, where he contributed to the successful launch and turnaround of various technology companies.
In 2004, he was part of the team that commercialized YellowPages.com, culminating in its $100 million sale to SBC/BellSouth. In 2003, as General Manager of Panda Software’s U.S. unit, he established the Company as a significant player in the U.S. market. During the 1990s, Mr. Eckelberry played pivotal roles in the tech industry, contributing to the global success of the software product CleanSweep and overseeing the sale of MicroHouse Technologies to Earthweb as its Chief Operating Officer. He was also a key member of the team that facilitated the sale of venture-backed TriVida to a division of ValueClick (VCLK).
Earlier in his career, Mr. Eckelberry worked in the non-profit sector, earning a master’s license for oceangoing vessels. As a veteran executive and one of the Company’s founders, Mr. Eckelberry’s extensive experience and strategic insights are invaluable to the board of directors.
Jean-Louis Kindler – Director
Mr. (“JL”) Kindler has served as our director since December 2013. As President of OriginClear Technologies, he led the commercialization of OriginClear’s breakthrough water treatment technology. Since 2019, he has been the CEO of Clean Energy Enterprises Inc., established to commercialize the Blue Tower biomass-to-hydrogen system he helped develop two decades ago in Japan. Mr. Kindler is a veteran of 25 years as both a top executive and engineer in environmental technologies. Before OriginClear, JL was co-founder and Chief Technology Officer of Ennesys, the Company’s French joint venture, where he designed its patent-pending waste-to-energy system. Earlier, as founding CEO of MHS Equipment, a French nanotechnologies equipment manufacturing firm (42 M€, 360 employees in 2008), he led the development of a breakthrough fuel cell process. And earlier still, his twenty-year career in Japan gave him unique insight into fast-growing Asian markets. There, as principal of technology incubator Pacific Junction, JL completed various assignments. These included technology sourcing for the French industrial group GEC-Altshom, building the first commercial unit of the Blue Tower (to which he has recently returned in its now-fourth generation), and market development for a fluid mixing technology that helped inspire early OriginClear inventions. Mr. Kindler holds a Master’s in Economics and Public Policy from the Institute of Political Science in Lyon, France, and an MBA in International Management in Paris. Mr. Kindler’s executive and management experience, and past involvement in the Company’s technology and operations, qualifies him to serve as a member of our board of directors.
20
Byron Elton – Director
Mr. Elton has served as our director since January 2014. Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies and building top-flight marketing organizations. Since June 2018, he has been President of Elton Enterprises, Inc., which is involved in the wellness, fitness and health sector. Elton is currently opening six StretchLab Studios in the Los Angeles and Seattle markets (stretchlab.com). He is a co-founder since June 2017 of Pardue Associates, operating monsho, a brand-centric, creative communications agency focused on delivering results. From 2013 to 2017, Mr. Elton was a partner of Clear Search, an executive search firm. Prior to that, from 2009 until 2013, Mr. Elton served as President and Chief Executive Officer of Carbon Sciences, Inc. (“Carbon Sciences”) (OTCBB: CABN) and has served as Chairman of Carbon Sciences since March 2009. Carbon Sciences is an early-stage company developing a technology to convert earth destroying carbon dioxide into a useful form that will not contribute to greenhouse gas. Mr. Elton previously served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California in 1995 to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television Network from 1995 to 1999. Mr. Elton studied Advertising and Marketing Communications at Brigham Young University. Mr. Elton’s executive and management experience qualifies him to serve as a member of our board of directors.
Cory Mertes – Director and Interim CEO and CFO
Mr. Mertes has served as our director since August 2025. Mr. Mertes is a seasoned financial executive with more than twenty years of leadership experience across the insurance, financial services, and mortgage banking industries. A former CPA and licensed securities and insurance professional, Cory has built a distinguished career leading organization through periods of growth, transformation, and operational optimization.
As CEO and CFO, Cory has successfully managed a company’s strategic direction, financial performance, and customer experience. Under his leadership, he has achieved consistent profitability and expanded market presence through data-driven decision-making and comprehensive financial analysis. He has also developed marketing strategies and improved workflow processes while cultivating a culture of accountability and excellence within his team.
Family Relationships - There are no family relationships among any of our directors and executive officers.
Legal Proceedings - During the past ten years, none of our directors or executive officers have been:
| ● | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| ● | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| ● | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| ● | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law; |
| ● | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
21
Election of Directors
Our directors serve until the expiration of their elected term and until a successor has been duly elected and qualified.
Board Independence
Our board of directors currently consists of four members. As we are not a listed issuer, we are not subject to specific director independence standards. However, using the definition of “independent director” under Section 5605(a)(2) of the NASDAQ Capital Market rules, Jean-Louis Kindler, and Byron Elton qualify as independent directors.
Board of Directors Meetings and Attendance
The Board of Directors held four meetings in 2025 and also took actions through unanimous written consent. All Board members attended each meeting. The Company does not have a formal policy regarding director attendance at the annual meeting of stockholders.
Committees of the Board of Directors
The Company has established an audit committee and a compensation committee; however, no, members have been nominated to these committees at this time. To date, the entire Board of Directors has carried out all duties and responsibilities which might be contemplated by a committee.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics applicable to all our directors, officers, employees. The Code of Ethics is available on our website at https://www.originclear.com/investing#codeofethics.
Board Leadership Structure and Role in Risk Oversight
We have not adopted a formal policy regarding whether the Chairman and Chief Executive Officer positions should be separate or combined. However, we have traditionally determined that combining these roles serves the best interests of the Company and its shareholders. Mr. Eckelberry has served as both Chairman and Chief Executive Officer since our inception in 2007. Given the small size of the Company, we believe this structure is currently the most effective.
Our board of directors regularly receives and reviews reports from management, auditors, legal counsel, and other relevant parties regarding the Company’s assessment of risks. The board focuses on the most significant risks facing the Company, our overall risk management strategy, and ensuring that the risks we undertake align with the Board’s risk appetite.
While the Board provides oversight of risk management, day-to-day risk management processes are the responsibility of management. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company.
22
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation for our Chief Executive Officer who is currently acting as the Chief Financial Officer, and Chief Operating Officer. Prasad Tare was the CFO during 2024 through November 30, 2025 when he left the organization to pursue other opportunities.
| Salary | Bonus | Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compensation |
Non-qualified Deferred Compensation Earnings |
All Other Compensation |
Total | |||||||||||||||||||||||||||
| Name & Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| T. Riggs Eckelberry, | 2025 | 420,000 | 420,000 | |||||||||||||||||||||||||||||||
| Chairman of the Board, Secretary & Treasurer, President and CEO | 2024 | 420,000 | 420,000 | |||||||||||||||||||||||||||||||
| Prasad Tare, | 2025 | 180,000 | 180,000 | |||||||||||||||||||||||||||||||
| Chief Financial Officer | 2024 | 180,000 | 180,0000 | |||||||||||||||||||||||||||||||
Outstanding Equity Awards at 2025 Fiscal Year-End
There were no stock options outstanding as of December 31, 2025.
Employment Agreements
The Company does not currently have an employment agreement with its Chief Executive Officer, who received an annual salary of $420,000. Bonus payments, if any, are determined at the discretion by the Board of Directors. For the years ended 2024 and 2025, the CEO received a bonus in the amount of $0.
Employee Benefit Plans - Beginning on June 1, 2008, we implemented a company health plan for our employees.
Compensation of Directors
Our current directors presently do not receive monetary compensation for their service on the board of directors. Directors may receive compensation for their services in the future and reimbursement for their expenses as shall be determined from time to time by resolution of the board of directors.
23
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2025, by (i) each director, (ii) each named executive officer, (iii) all directors and executive officers as a group, and (iv) each person who beneficially owns more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC. The percentage ownership of each beneficial owner is based on 15,623,448,908 outstanding shares of common stock. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person’s name.
| Name and Title of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Shares | ||||||
| T. Riggs Eckelberry, Chief Executive Officer, Chairman, Secretary, Treasurer, President (2) | 3 | * | ||||||
| Cory Mertes, Chief Financial Officer | * | * | ||||||
| Byron Elton, Director | 166 | * | ||||||
| Jean-Louis Kindler, Director | 1 | * | ||||||
| Directors and executive officers as a group (4 persons) | 170 | * | ||||||
| Stephen St. Angelo | 863,052,249 | 5.52 | % | |||||
| * | Less than 1% |
| (1) | The address of each director and executive officer listed above is c/o OriginClear, Inc., 600 Cleveland Street, Suite 307, Clearwater FL 33755 |
| (2) | Mr. Eckelberry also owns all the 1,000 outstanding shares of our Series C preferred stock which entitles Mr. Eckelberry to 51% of the total voting power on all shareholder matters of the Company. The ownership of these shares is conditioned on the holder’s continued position as CEO. |
On March 15, 2017, the Company filed a Certificate of Designation with the Secretary of State of Nevada for its Series C preferred stock, designating 1,000 shares of authorized preferred stock as Series C preferred stock. Each share of Series C preferred stock has a par value of $0.0001 per share. The Series C preferred shares do not carry a dividend rate, have no liquidation preference, and are not convertible into common stock.
For as long as any Series C preferred stock remains issued and outstanding, the holders of these shares, voting as a separate class, possess voting power equal to 51% of the total voting rights of the Company. This supermajority voting power is determined by the majority of the issued and outstanding shares of Series C preferred stock.
The Series C preferred shares are subject to automatic redemption by the Company at their par value upon the occurrence of either of the following events: (i) the date on which Mr. Eckelberry ceases, for any reason, to serve as an officer, director, or consultant of the Company; or (ii) the date on which the Company’s common stock begins trading on a national securities exchange, provided that such exchange’s listing rules prohibit preferential voting rights for a class of securities or condition listing upon the elimination of the preferential voting rights of the Series C preferred stock as outlined in the Certificate of Designation.
Equity Compensation Plan Information - There were no stock option incentive plans outstanding as of December 31, 2025.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except as set forth in Item 11 under “Executive Compensation”, since January 1, 2020, there has not been, nor is there any proposed transaction where we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
24
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The following table shows fees that were billed by our independent registered public accounting firm for professional services rendered, including services rendered for Company subsidiaries, in 2025 and 2024. Audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) for the audit of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements. We engaged M&K as our independent registered public accounting firm on September 30, 2019.
| Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||
| 2025 – M&K CPAS, PLLC | $ | 140,300 | $ | - | $ | - | $ | 33,700 | ||||||||
| 2024 – M&K CPAS, PLLC | $ | 127,750 | $ | - | $ | - | $ | 24,775 | ||||||||
Audit-Related Fees
We did not incur assurance or audit-related fees during 2025 and 2024, except for fees related to the Company’s Regulation A offering, which are included under Audit Fees. Additionally, no fees were incurred in connection with the audit of our financial statements, the review of registration statements, the issuance of related consents, or assistance with SEC comment letters.
Tax Fees
We did not incur fees for tax compliance, tax advice, or tax planning for the fiscal years ended December 31, 2025, and 2024, respectively.
All Other Fees
There were no fees billed to us by M&K CPAS, as applicable, for services rendered to us during the fiscal years ended December 31, 2025 and 2024, respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”
As of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set forth above.
25
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| * | Filed herewith |
| ** |
Furnished herewith
Exhibits incorporated by reference are hyperlinked to their respective filings on the SEC’s EDGAR database. |
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORIGINCLEAR, INC. | ||
| By: | /s/ Cory Mertes | |
| Cory Mertes | ||
| Interim Chief Executive Officer and Chief Financial Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
| Date: April 10, 2026 | By: | /s/ Cory Mertes |
| Cory Mertes | ||
| Director and Interim Chief Executive Officer and CFO |
| Date: April 10, 2026 | By: | /s/ Jean-Louis Kindler |
| Jean-Louis Kindler | ||
| Director |
| Date: April 10, 2026 | By: | /s/ Byron Elton |
| Byron Elton | ||
| Director |
27
INDEX TO FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of OriginClear, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of OriginClear, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As discussed in Note 2 and 7, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.
Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.
/s/
We have served as the Company’s auditor since 2019.
April 10, 2026
F-2
ORIGINCLEAR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Contracts receivable, net | ||||||||
| Investment in marketable securities, at fair value | ||||||||
| Contract assets | ||||||||
| Prepaid assets and other current assets | ||||||||
| Assets of discontinued operations | ||||||||
| Total Current Assets | $ | $ | ||||||
| Property and equipment, net | ||||||||
| Other Assets | ||||||||
| Security deposit | ||||||||
| Investment in marketable securities, at fair value | ||||||||
| Operating lease right of use asset (Note 4) | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Cumulate dividends payable on preferred stock | ||||||||
| Contract liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Warranty reserve | ||||||||
| Loans payable | ||||||||
| Related party loan | ||||||||
| Tax liability 83(b) | ||||||||
| Derivative liabilities | ||||||||
| Redeemable non- convertible preferred stock, | ||||||||
| Convertible secured promissory notes (Note 8) | ||||||||
| Convertible promissory notes | ||||||||
| Liabilities discontinued operations (Note 13) | ||||||||
| TOTAL CURRENT LIABILTIES | $ | $ | ||||||
| Long-Term Liabilities | ||||||||
| Convertible promissory notes, net of current | ||||||||
| Operating lease liabilities, net of current | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 13) | ||||||||
| Mezzanine Equity, preferred stock (Note 5) | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Noncontrolling interest | ( | ) | ||||||
| Stock Payable | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3
ORIGINCLEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
| Twelve Months Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross (loss) profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total Operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Gain (loss) on conversion of debt | ( | ) | ||||||
| Gain (loss) on preferred stock conversion | ( | ) | ||||||
| Gain (loss) on issuance of promissory notes | ( | ) | ||||||
| Impairment of receivable - SPAC | ( | ) | ||||||
| Gain (loss) on extinguishment of payables | ( | ) | ||||||
| Gain/Loss on exchange of stock | ( | ) | ||||||
| Unrealized (loss) gain - investment securities | ( | ) | ( | ) | ||||
| Preferred stock incentive expense | ( | ) | ||||||
| Loss on share settlement | ( | ) | ||||||
| Debt conversion adjustment - note purchase agreements | ( | ) | ||||||
| Gain on common stock redemption | ||||||||
| Loss on debt conversion | ( | ) | ||||||
| Change in derivate liability and debt conversions | ( | ) | ||||||
| Interest and dividend expense | ( | ) | ( | ) | ||||
| TOTAL OTHER EXPENSE | ( | ) | ( | ) | ||||
| Net (loss) income from continued operations | ( | ) | ( | ) | ||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Less: Net income (loss) attributable to noncontrolling interest | ( | ) | ||||||
| Net income (loss) attributable to OCLN | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted income (loss) per share from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Bais and diluted income (loss) per share from discontinued operations | $ | $ | ( | ) | ||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED (in shares) | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-4
ORIGINCLEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’S DEFICIT
(Audited)
| TWELVE MONTHS ENDED DECEMBER 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | Mezzanine | Common Stock | Additional Paid-in- | Subscription | Other Comprehensive | Non-Controlling | Accumulated | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Equity | Shares | Amount | Capital | Payable | Loss | Interest | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Rounding | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Shares redeemed/cancelled for Note Purchase Agreement | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Common stock issued for alternative vesting, related party | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for preferred stock conversion incentive | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series O Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series Q Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series R Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series S Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for converison of Series W Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series Y Preferred stock | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued at fair value for services | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued at fair value for services, related party | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Series O Preferred stockdividends | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued through a Reg A to investors for cash | ||||||||||||||||||||||||||||||||||||||||||||
| Issuances of Series Y Preferred stock through private placement | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Exchange of Series F Preferred stock for Series Q preferred stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Exchange of Series K Preferred Stock for Series W Preferred stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued through a Reg D to investors for cash | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Cancellation of subscription payable | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
F-5
| TWELVE MONTHS ENDED DECEMBER 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | Mezzanine | Common Stock | Additional Paid-in- | Stock | Other Comprehensive | Non-Controlling | Accumulated | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Equity | Shares | Amount | Capital | Payable | Loss | Interest | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Rounding | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Derecognition of Hong Kong Technologies Ltd. | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Proceeds from Series Y | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Temporary equity, shares converted (Series Y) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Temporary equity, shares converted (Series L) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Temporary equity, shares converted (Series Q) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Temporary equity, shares converted (Series R) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for Regulation A | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for redeeming Series A | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Shares redeemed/cancelled for OZ NPAs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Shares issued for Series O dividends | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for Settlement | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for WODI note conversions | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued, WODI Series A for cash | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for alternate vesting | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Common interest issued for OriginSpark PPM | ||||||||||||||||||||||||||||||||||||||||||||
| Contributed Capital | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
The accompany notes are an integral part of these unaudited consolidated financial statements
F-6
ORIGINCLEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
| Year Ended | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income from continued operations | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Adjustments to reconcile net income to net cash | ||||||||
| Unrealized (gain) loss on derivative liabilities | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Net unrealized loss on fair value of securities | ||||||||
| Shares issued for alternate vesting | ||||||||
| Loss on subsidiary closure | ||||||||
| Shares issued for compensation | ||||||||
| Shares issued for services | ||||||||
| Impairment of SPAC common stock | ||||||||
| Impairment of receivable from SPAC | ||||||||
| Stock based compensation expense, related party | ||||||||
| Loss on write off of investment | ||||||||
| Debt discount recognized as interest expense | ||||||||
| Conversion and settlement value loss on WODI | ||||||||
| Loss on sale of asset | ||||||||
| Loss on extinguishment of debt (non-cash) | ||||||||
| Loss from conversion of preferred stock | ||||||||
| Gain on redemption of common stock | ( | ) | ||||||
| Loss on share settlement | ||||||||
| Loss on issuance of debt | ||||||||
| Amortization of debt discount | ||||||||
| Impairment of asset | ||||||||
| Gain on settlement of equity instrument | ( | ) | ||||||
| Gain on extinguishment of liabilities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Contracts receivable | ( | ) | ( | ) | ||||
| Contract assets | ( | ) | ||||||
| Right-of-use assets | ||||||||
| Change in discontinued operations | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Customer deposit | ( | ) | ||||||
| Warranty reserve | ||||||||
| Security deposits | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ||||||||
| Contract liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of note receivable (SPAC investment) | ( | ) | ||||||
| Paid for investments | ( | ) | ||||||
| Proceeds from payments of long-term receivables | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of SBA loan | ( | ) | ( | ) | ||||
| Payments on line of credit | ( | ) | ||||||
| Proceeds from merchant cash advances | ||||||||
| Payments on merchant cash advances | ( | ) | ||||||
| Proceeds from related party loans | ||||||||
| Repayments of loans from related parties | ( | ) | ( | ) | ||||
| Dividends paid on preferred stock | ||||||||
| Proceeds from convertible secured promissory notes | ||||||||
| Proceeds from the issuance of common stock (Regulation A and D) | ||||||||
| Proceeds from affiliate funding (OZ Fund) | ||||||||
| Proceeds from issuance of warrants | ||||||||
| Common interest issued for OriginSpark PPM | ||||||||
| Contributed Capital | ||||||||
| Proceeds from preferred stock (classified as mezzanine equity) | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in Cash | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information | ||||||||
| Cash paid for interest and dividends | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||||||||
| Issuance of Series O preferred stock dividends | $ | $ | ||||||
| Conversion of mezzanine classified as preferred stock to common stock | $ | $ | ||||||
| Conversion of WODI debt and accrued interest | $ | $ | ||||||
| Reclassification from liability to mezzanine equity | $ | $ | ||||||
| Redemption of common stock | $ | $ | ||||||
| OCI derecognition | $ | $ | ||||||
| Adoption of ASC 842 | $ | $ | ||||||
| Cancellation of stock payable | $ | $ | ||||||
| Conversion of WODI OZ debt and accrued interest | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-7
ORIGINCLEAR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
(Audited)
| 1. | Organization and line of business |
Organization
OriginClear, Inc. (the “Company”),
incorporated in Nevada on
Subsidiaries and Key Developments
Progressive Water Treatment, Inc. (“PWT”), acquired on October 1, 2015, specializes in engineered water treatment solutions and is a key revenue contributor. Modular Water Systems (“MWS”), launched in 2018, designs modular water wastewater treatment systems for decentralized applications and holds exclusive rights to five patents. Water on Demand, Inc. (“WODI”) formed in 2022, integrates multiple divisions to offer Design-Build-Own-Operate (DBOO) water services, focusing on pay-per-gallon water treatment solutions. On May 8, 2025, WODI’s Board approved the wind-down of MWS as part of a strategic shift away from direct equipment competition. Disposal of remaining MWS assets was completed as of September 30, 2025.
Line of Business
OriginClear’s mission is to develop businesses that address industrial water challenges. As the Clean Water Innovation Hub ™, we operate through: PWT, which provides custom-engineered water treatment solutions. WODI, a development-stage business offering outsourced water treatment services under a DBOO model.
On April 13, 2022, the Board of Directors approved the spin off its WOD business into a wholly owned subsidiary, WODI. WODI manages project selection, qualification, financing and long-term management of DBOO service contracts, including assets, contracts, clients, investors, and strategic partners.
Going Concern
The consolidated financial statements are prepared on a going concern assuming continuing operations. However, due to recurring losses and limited cash resources, the Company’s auditors have expressed substantial doubt about its ability to continue as a going concern.
To address this, management is actively seeking funding through convertible notes and preferred stock offerings while leveraging revenues from existing purchase orders and outstanding invoices. While management believes these efforts will support operations, there is no assurance that financing will be available or sufficient. Future financing may involve restrictive covenants or result in shareholder dilution.
| 2. | Summary of significant accounting policies |
This summary provides clarity on the preparation and presentation of the Company’s consolidated financial statements. Management is responsible for their accuracy, integrity, and objectivity. The accounting policies comply with generally accepted accounting principles in the United States of America (“GAAP”) and are applied consistently.
F-8
Principles of consolidation
The consolidated financial statements include the accounts of OriginClear, Inc. and its subsidiaries: WODI, PWT, MWS, Water on Demand #1., and OriginClear Technologies, Ltd. All material intercompany transactions and balances are eliminated in consolidation.
Cash and cash equivalents
The Company classifies all highly liquid investments with original maturities of three months or less as cash equivalents.
Concentration risk
Cash balances may, at times, exceed
Federal Deposit Insurance Company (FDIC) limits. As of December 31, 2025, the Company held a cash balance of $
Use of estimates
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities. Significant estimates include impairment and valuation of long-lived assets, revenue recognition on percentage-of-completion contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and conversion features, fair value of investments, non-cash stock issuances, and valuation allowances on deferred tax assets. These estimates are based on historical data and reasonable assumptions. Actual results may differ under different conditions.
Net earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share adjusts the denominator to include the effect of potentially dilutive securities such as stock options, warrants, or convertible instruments, if their inclusion is dilutive.
For the years ended December 31, 2025, and 2024, diluted earnings per share was the same as basic loss per share, as the inclusion of potential common shares would have been anti-dilutive due to the Company’s net loss.
F-9
Loss per share
| For the Twelve Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Loss to common shareholders (Numerator)- continuing operations | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average number of common shares outstanding (Denominator) | ||||||||
The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive.
| Anti-dilutive shares | Dilutive shares | |||||||
| December 31, 2025 | ||||||||
| Warrant shares | ||||||||
| Convertible Preferred Stock | ||||||||
| Convertible Notes | ||||||||
| December 31, 2024 | ||||||||
| Warrant shares | ||||||||
| Convertible Preferred Stock | ||||||||
| Convertible Notes | ||||||||
Revenue recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer, which occurs either at a point in time or over time, depending on the nature of the performance obligations in the contract. For product sales, revenue is recognized at the time of shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. For construction contracts, revenues and related costs are recognized as performance obligations are satisfied over time. Under ASC 606, revenue and associated profit are recognized as the customer obtains control of the goods and services promised in the contract.
All un-allocable indirect costs and corporate general and administrative expenses are charged to operations as incurred. If a loss on a contract is anticipated, it is recognized immediately in the period when the loss is determined. Revisions to cost and profit estimates during the course of a contract are reflected in the accounting period in which the facts supporting such revisions become known. These adjustments may arise from changes in job performance, job conditions, estimated profitability, contract penalty provisions, or final contract settlements.
F-10
Contract receivables are recorded for amounts currently due based on progress billings, as well as retention amounts collectible upon completion of the contract. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based on work completed or materials received, including retention amounts payable upon contract completion. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs.
Contract receivables
The Company bills customers progressively as work is completed per contractual agreements. Credit is extended based on financial evaluations, with no collateral required. The Company maintains an allowance for doubtful accounts based on past-due receivables reviewed monthly. An allowance is recorded when collection is unlikely.
As of December 31, 2025, and 2024,
the allowance for doubtful accounts was $
Indefinite lived intangibles and goodwill
The Company accounts for business combinations under ASC 805, Business Combinations, using the acquisition method. The purchase price is allocated to tangible and identified intangible assets and liabilities based on estimated fair values. Adjustments to these allocations may occur within one year of acquisition if new information arises. Goodwill is recorded for any excess purchase price over the fair value of net assets acquired.
Indefinite-lived intangibles and goodwill
are tested for impairment annually in Q4 or whenever indicators suggest the carrying amount may not be recoverable. During 2024, the Company
determined that the OriginOil Trademark, initially recorded as an indefinite-lived intangible, was no longer in use and had been formally
abandoned. As a result, a full impairment charge of $
Prepaid expenses
The Company records advance payments
for goods and services as prepaid expenses, initially recognizing them as assets with future economic benefits. These amounts are expensed
when the benefits are realized. As of December 31, 2025, and 2024, the prepaid expenses balance was $
Advertising costs
Advertising and promotional expenses
are recognized as incurred. Advertising costs for the years ended December 31, 2025, and 2024, were $
F-11
Property and Equipment
Property and equipment are recorded
at cost. Gains or losses on disposals are recognized upon removal of the asset and its accumulated depreciation. Maintenance and repair
costs are expensed as incurred, while additions and improvements are capitalized.
| Estimated Life | ||
| Machinery and equipment | ||
| Furniture, fixtures and computer equipment | ||
| Computer software | ||
| Vehicles | ||
| Leasehold improvements |
| December 31, 2025 | December 31, 2024 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Computer equipment and software | ||||||||
| Vehicles | ||||||||
| Demo Units | ||||||||
| Furniture and fixtures | ||||||||
| Gross property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If impairment indicators are present, recovery is assessed in accordance with GAAP.
Depreciation is recorded using the
straight-line method over the asset’s estimated useful life. Depreciation expense for the years ended December 31, 2025, and 2024,
was $
Leases
The Company accounts for leases in accordance with ASC 842, Leases. At lease inception, the Company determines whether an arrangement contains a lease. Operating leases are recorded as Right-of-Use (ROU) assets, current lease liabilities, and non-current lease liabilities on the balance sheet.
ROU assets represent the Company’s right to use an asset for the lease term, while lease liabilities reflect the obligation to make lease payments. These amounts are recognized at lease commencement, measured at the present value of lease payments using the incremental borrowing rate, as the implicit rate is not readily determinable.
Lease expense is recognized on a straight-line basis over the lease term. Short-term leases (12 months or less) are not recorded as ROU assets or lease liabilities, provided no purchase option is reasonably certain to be exercised. Certain leases contain variable payments (e.g., inflation adjustments, usage-based costs), which are expensed as incurred and not included in the initial lease liability measurement.
Further details on leases, including future payments, and liabilities, are provided in Footnote 3 - Leases.
Stock-Based Compensation
The Company issues stock options and warrants to employees and non-employees as compensation for services and financing costs.
For employees, stock-based compensation is recognized in accordance with FASB guidance, measured on the grant date and expensed over the vesting period.
For non-employees, stock-based compensation follows FASB guidance, with valuation determined on the measurement date, which is either when a performance commitment is reached or when performance is completed. Non-employee stock-based compensation is generally amortized on a straight-line basis over the vesting period. If no future performance is required, the option grants vest immediately, and the full expense is recorded in the period of measurement.
F-12
Accounting for Derivatives
The Company evaluates all financial instruments for derivative features. Derivative liabilities are initially recorded at fair value and revalued at each reporting date, with changes recognized in the statements of operations.
For stock-based derivatives, the Company uses a probability-weighted binomial lattice option pricing model to determine fair value at inception and subsequent valuation dates.
Classification as liability or equity is reassessed at each reporting period, with liabilities classified as current or non-current based on expected settlement within 12 months.
Fair Value of Financial Instruments
The Company discloses fair values of financial instruments where practicable. As of December 31, 2025, the reported balances for cash, contract receivables, costs in excess of billings, prepaid expenses, accounts payable, billings in excess of costs, and accrued expenses approximate fair value due to their short maturities.
The Company applies ASC Topic 820, Fair Value Measurement, which defines fair value as the price in an orderly transaction between market participants at the measurement date. ASC 820 establishes a hierarchy prioritizing valuation inputs:
| ● | Level 1, Observable inputs such as quoted prices for identical instruments in active markets. | |
| ● | Level 2, Inputs other than quoted prices in active markets, including quoted prices for similar assets in less active markets. | |
| ● | Level 3, Unobservable inputs requiring significant assumptions. |
As of December 31, 2025, the Company
held an investment in Water Technologies International Inc. (“WTII”), classified as a Level 1 equity security measured at
fair value. The fair value of the investment was $
Although classified as Level 1, the Company notes that WTII shares trade at a sub-penny level with low market capitalization and thin trading volume, which may limit liquidity and increase price volatility. Additionally, while WTII has made recent SEC filings, prior delays in regulatory compliance could impact market confidence and trading activity.
The Company monitors the fair value classification and will reassess if circumstances warrant a change in classification or impairment recognition. As of December 31, 2025, no impairment was recorded, as the investment remains actively traded with a quoted market price.
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis and their classification within the fair value hierarchy as of December 31, 2025, and 2024.
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Investment at fair value-securities, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Investment at fair value-securities, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Derivative Liability, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Derivative Liability, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
As of December 31, 2025, the derivative
liabilities on the Company’s balance sheet consist of $
F-13
The following table presents the reconciliation of the derivative liability measured at fair value using level 3 inputs for the year ended December 31, 2025:
| Balance as of January 1, 2025 | $ | |||
| Net loss on conversion of debt and change in derivative liabilities | ( | ) | ||
| Balance as of December 31, 2025 | $ |
For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows:
| 12/31/2025 | 12/31/2024 | |||
| Risk free interest rate | ||||
| Stock volatility factor | ||||
| Weighted average expected option life | . | . | ||
| Expected dividend yield |
Segment Reporting
The Company has determined that it operates as a single reporting unit under ASC 280, Segment Reporting. While the Company monitors the performance of three distinct operating segments– PWT, MWS and WODI – these segments share common economic characteristics, products and services, and customers. As a result, they are aggregated into a single reportable unit for financial purposes.
The Company’s CEO serves as the Chief Operating Decision Maker (“CODM”) and regularly reviews financial results to assess performance and allocate resources across the operating segments.
Marketable Securities
The Company follows ASU 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. Under this standard, investments not accounted for under the equity method or resulting in consolidation are measured at fair value, with changes recognized in net income.
The standard requires the use of the exit price notion for fair value measurements and mandates separate presentation of financial assets and liabilities by measurement category and form. It also eliminates the requirement to disclose methods and significant assumptions used for financial instruments measured at amortized cost.
The Company classifies its investment in Water Technologies International, Inc. as available-for-sale securities, with unrealized gains recognized in net income.
Licensing agreement
The Company evaluated its licensing agreement under ASU 606 to determine revenue recognition timing. The licensing of intellectual property (IP) is distinct from non-license goods or services, possessing significant standalone functionality that provides value to a customer. Since this functionality will not change due to the licensor’s activities during the license period, revenue is generally recognized upon delivery of the license.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation due to the removal of discontinued operations. These reclassifications ensure consistency and comparability across periods. Importantly, these adjustments had no material effect on the previously reported financial position, results of operations, or cash flows.
This update aligns with the changes in financial statement presentation resulting from exclusion of discontinued operations in the current year’s reporting.
F-14
Work-in-Process
The Company records work-in-process as an asset, representing accumulated costs for ongoing projects expected to be delivered to customers. These costs include materials and direct labor associated with the construction of equipment intended for sale.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 820); which enhances annual and interim segment disclosures. The Company adopted ASU 2023-07 for the year ended December 31, 2024. The Company has disclosed the title and role of the CODM, the nature of financial information reviewed by the CODM, and the basis for aggregating operating segments into a single reporting segment. See Footnote 14 – Segment Reporting, for further information.
| 3. | Leases |
The Company leases a production facility at 5225 W Houston Sherman, Texas, under a non-cancelable operating lease classified in accordance with ASC 842, Leases. The lease commenced on July 1, 2024, with a 61-month term. Under a Triple Net (NNN) arrangement, the Company is responsible for property taxes, insurance and maintenance costs.
Right-of-Use (ROU) Asset and Lease Liability
At lease commencement, the Company
recorded a ROU asset and corresponding lease liability, both measured at the present value of lease payments over the lease term, discounted
at an incremental borrowing rate of
The ROU asset is amortized on a straight-line basis over the lease term, while the lease liability is reduced using the effective interest method, with each lease payment allocated between interest expense and principal reduction.
Lease balances as of December 31, 2025
The components of lease-related assets and liabilities as of December 31, 2025:
| Description | Amount | |||
| Right of Use Asset, net | $ | |||
| Lease liability - current portion | ||||
| Lease liability - non-current portion | ||||
| Total lease liability | $ | |||
Lease Expense
For the year ended December 31, 2025, the Company recognized lease-related expenses in COGS, as the leased facility is directly related to production:
| ● | Amortization of ROU Asset $ |
| ● | Interest expense on Lease Liability $ |
F-15
Future Minimum Lease Payments
Future minimum lease payments as of December 31, 2025, are as follows:
| Period | Amount | |||
| Year 1 | $ | |||
| Year 2 | ||||
| Year 3 | ||||
| Year 4 | ||||
| Year 5 and thereafter | ||||
| Total Lease Payments | $ | |||
| Less: Present Value Discount | ( | ) | ||
| Total Lease Liability | $ | |||
Other Lease Disclosures
The Company has no significant options to extend or terminate the lease beyond its contractual terms. The lease agreement does not include any purchase options or residual value guarantees.
| 4. | Equity |
OriginClear, Inc. Preferred Stock
Series C
On March 14, 2017, the Board of Directors
authorized the issuance of
Series D-1
On April 13, 2018, the Company designated
As of December 31, 2025,
Series F
On August 14, 2018, the Company designated
As of December 31, 2025,
Series G
On January 16, 2019, the Company designated
As of December 31, 2025,
F-16
Series I
On April 3, 2019, the Company designated
As of December 31, 2025,
Series J
On April 3, 2019, the Company designated
As of December 31, 2025,
Series K
On June 3, 2019, the Company designated
As of December 31, 2025,
Series L
On June 3, 2019, the Company designated
As of December 31, 2025,
Series M
On July 1, 2020, the Company designated
As of December 31, 2025,
F-17
Series O
On April 27, 2020, the Company designated
As of December 31, 2025,
Series P
On April 27, 2020, the Company designated
As of December 31, 2025,
Series Q
On August 21, 2020, the Company designated
As of December 31, 2025,
Series R
On November 16, 2020, the Company designated
As of December 31, 2025,
F-18
Series S
On February 5, 2021, the Company designated
As of December 31, 2024,
Series U
On May 26, 2021, the Company designated
As of December 31, 2025,
Series W
On April 28, 2021, the Company designated
As of December 31, 2025,
Series X
On August 10, 2021, the Company designated
As of December 31, 2025, shares of Series X preferred stock were issued and outstanding.
Series Y
On December 6, 2021, the Company designated
As of December 31, 2025,
F-19
Series Z
On February 11, 2022, the Company designated
As of December 31, 2025, shares of Series Z preferred stock were issued and outstanding.
Stock Conversions
During the year ended December 31,
2025, the Company converted an aggregate of
The shares were issued at conversion
prices ranging from $
The Series J, Series L, Series M, Series O, Series P, Series Q, Series R, Series S, Series U, Series W, Series X, Series Y, and Series Z preferred stock are classified outside of permanent equity. This classification is due to the terms of conversion, which are based on a market component or the stated value of the preferred stock.
WODI Preferred Stock
On April 22, 2022, WODI designated
Series A
On October 13, 2022, WODI designated
On November 7, 2022, WODI filed an
Amended and Restated Certificate of Incorporation, which included a
F-20
Valuation
The Series A preferred shares were valued by an independent valuation expert using a PWERM, supported by an underlying DCF analysis. The valuation incorporated key parameters including settlement options, valuation timing, and business fundamentals.
The analysis considered two settlement options: the occurrence of a merger with the SPAC and the likelihood that the merger would not take place. Three valuation tranches were assessed, corresponding to the timing of major issuances of Series A shares. The SPAC offer value was based on management’s representations of the terms under negotiation at the time of issuance.
The base value of WODI was determined using a market analysis conducted during the Regulation A offering implementation. In Q3 2023, an increase in base value was recognized to reflect the fair value of MWS assets contributed to the business and the merger with PWT.
Additionally, Additionally, the valuation incorporated the expected timing of settlement or conversion events for Series A shares under both settlement options. Considerations also included the anticipated issuance of Series Y shares and the impact of outstanding convertible debt as of the settlement date.
Based on these parameters, the fair value of Series A preferred shares at various valuation dates was determined as follows:
| Valuation Date | Fair Value of shares | |||
| 12/28/2022 | $ | |||
| 02/08/2023 | $ | |||
| 06/15/2023 | $ | |||
| 08/21/2023 | $ | |||
For the year ended December 31, 2025, an aggregate expense of was recorded as preferred stock incentive compensation in the consolidated financial statements.
During the year ended December 31,
2025, the Company issued
Series B
On April 28, 2023, WODI designated
During the year ended December 31,
2023, WODI issued shares of Series B preferred stock at a par value of $
F-21
Valuation
The Series B preferred shares were valued by an independent valuation expert using a PWERM, supported by an underlying DCF analysis. The valuation incorporated key parameters, including settlement options, business fundamentals, and financial projections.
The analysis considered two settlement scenarios: the completion of a merger with the SPAC and the likelihood that the merger would not occur. The SPAC offer value was based on management’s representations of the terms under negotiation at the time of issuance.
The base value of WODI was determined using a market analysis conducted during the Regulation A offering implementation. In Q3 2023, the Company recognized an increase in base value to reflect the fair value of MWS assets contributed to the business and the merger with PWT.
Additionally, the valuation factored in the expected timing of settlement or conversion events for Series B shares under both settlement options. Considerations also included the anticipated issuance of Series Y shares and outstanding convertible debt at the time of settlement.
Based on these factors, the fair value of Series B preferred shares at key valuation dates was determined as follows:
| Valuation Date | Fair Value of shares | |||
| 06/27/2023 | $ | |||
| 08/21/2023 | $ | |||
Shares issued during Q2 and Q3 2023
were valued at $
Following WODI’s merger with PWT on September 21, 2023 (See Note 11), all Series B preferred shares were fully converted into WODI common stock. The conversion was executed within the terms of the agreement, and no gain or loss was recognized. As of December 31, 2025, there were Series B preferred shares issued and outstanding.
Series C
On October 13, 2022, the Board of Directors
authorized the issuance of
The Holder of Series C preferred stock
was entitled to vote alongside common stockholders on an as-converted basis and held
Following WODI’s merger with PWT on September 21, 2023 (See Note 11), all Series C preferred shares were cancelled in accordance with the merger agreement. As of December 31, 2025, there were shares of Series C preferred stock were issued or outstanding
Subscription payable
During the year ended December 31,
2025, the Company recorded $
F-22
Year ended December 31, 2025
The Company issued
The Company issued
The Company issued
The Company issued
The Company redeemed/cancelled
The Company redeemed
The Company issued
During the fourth quarter of 2025,
the Company formed OriginSpark Holdings LLC, a wholly owned subsidiary, to support certain strategic initiatives. Between December 8,
2025 and December 29, 2025, the Company, through OriginSpark Holdings LLC, raised aggregate gross proceeds of approximately $
As a result of these transactions, investors obtained a minority ownership interest in OriginSpark Holdings LLC.
Year ended December 31, 2024
The Company issued
The Company issued
The Company issued
The Company issued
The Company issued
The Company issued
The Company redeemed
The Company issued a total of
F-23
WODI Common Stock
Through the year ending December
31, 2024, WODI conducted a Regulation D offering and raised total cash proceeds of $
During the year ended December 31,
2025, WODI conducted a Regulation A offering and raised aggregate cash proceeds of $
As of December 31, 2025, WODI had
Non-controlling Interest
As of December 31, 2025, WODI had
| 5. | Restricted stock grants and warrants |
Restricted Stock Grants to CEO, the Board, Employees and Consultants
The Company has entered into RSGAs
with its CEO, Board, Employees, and Consultants to incentivize management and enhance the Company’s economic performance. All shares
issuable under these agreements are performance-based and granted upon achieving specific financial milestones. The first milestone requires
consolidated gross revenue to reach or exceed $
The Board of Directors approved an amendment to the RSGAs to include an alternative vesting schedule for grantees. Under this alternative vesting structure, if the fair market value of the Company’s common stock on the vesting date is lower than its fair market value on the effective date of the RSGAs, the number of vested shares issuable will be adjusted to ensure the aggregate fair market value of the vested shares equals the fair market value on the effective date. If a Company performance goal is achieved, the right to participate in the alternative vesting schedule terminates, and any remaining unvested shares will vest per the original terms of the RSGAs. During the year ended December 31, 2025, the Company did not issue any shares under the alternative vesting schedule upon meeting the qualifying requirements.
Warrants
During the year ended December 31,
2025, the Company issued
A summary of the Company’s warrant activity and related information for the year ended December 31, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| average | average | |||||||||||||||
| Number of | exercise | Number of | exercise | |||||||||||||
| Warrants | price | Warrants | price | |||||||||||||
| Outstanding - beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Exercised | $ | $ | ||||||||||||||
| Expired | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Outstanding - end of period | $ | $ | ||||||||||||||
F-24
At December 31, 2025 and 2024, the weighted average remaining contractual life of warrants outstanding:
| 2025 | 2024 | |||||||||||||||||||||||||||||
| Weighted | Weighted | |||||||||||||||||||||||||||||
| Average | Average | |||||||||||||||||||||||||||||
| Remaining | Remaining | |||||||||||||||||||||||||||||
| Exercisable | Warrants | Warrants | Contractual | Exercisable | Warrants | Warrants | Contractual | |||||||||||||||||||||||
| Prices | Outstanding | Exercisable | Life (years) | Prices | Outstanding | Exercisable | Life (years) | |||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
At December 31, 2025 and 2024, the
aggregate intrinsic value of the warrants outstanding was $
During the year ended December 31,
2025, the Company issued
As of December 31, 2025, the derivative
liabilities on the Company’s balance sheet consist of $
| 6. | CONVERTIBLE PROMISSORY NOTES |
OriginClear, Inc.
As of December 31, 2025, the outstanding convertible promissory notes are summarized as follows:
| Convertible promissory notes | $ | |||
| Less current portion | ||||
| Total long-term liabilities | $ |
Maturities of long-term debt are as follows:
| Period ending December 31, | Amount | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| $ | ||||
2014-2015 Notes
Between November 2014 and April 2015,
the Company issued unsecured convertible promissory notes, referred to as the 2014-2015 Notes, which were later extended to maturity dates
ranging from November 2023 through April 2024. These notes bear interest at an annual rate of
As of December 31, 2025, the remaining
balance was $
F-25
OID Notes
The Company’s unsecured convertible
promissory notes, known as OID Notes, had an aggregate remaining balance of $
2015 Notes
The Company’s 2015 unsecured
convertible promissory notes bear interest at an annual rate of
Dec 2015 Note
The Company issued a convertible promissory
note, referred to as the December 2015 Note, for $
Sep 2016 Note
The Company issued a $
Nov 2020 Note
The Company issued a $
Convertible Promissory Note – Jan 21 Note
On January 25, 2021, the Company entered
into an unsecured convertible promissory note (the “Jan 21 Note”) in the amount of $
For each conversion, if shares are
not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $
The conversion feature of the Jan 21
Note is accounted for as a derivative under ASC Topic 815, Derivatives and Hedging, due to its reset conversion features. As of December
31, 2025, the balance of the Jan 21 Note was $
F-26
Derivative Liability
The Company evaluated the financing transactions under ASC Topic 815 and determined that the conversion feature of the convertible promissory notes does not qualify for exemption as a conventional convertible instrument due to its variable conversion rate. Since the note has no explicit limit on the number of shares issuable, it does not meet the equity classification criteria under current accounting standards.
The Company elected to recognize the note under ASC 815-15-25-4, separating it into a host contract and a derivative instrument. The entire note is measured at fair value, with changes in fair value recognized in earnings. A derivative liability was recorded to represent the imputed interest associated with the embedded derivative. This derivative liability is adjusted periodically to reflect fluctuations in the Company’s stock price.
As of December 31, 2025, the derivative
liability for the convertible promissory notes was $
WODI
During the 2022-2024 period, WODI issued
$
During the twelve months ended December
31, 2025, WODI Sponsorship LLC issued unsecured convertible notes of $
As of December 31, 2025, WODI had outstanding convertible secured promissory notes.
| 7. | Revenue from contracts with customers |
Equipment Contracts
Revenue and related costs on equipment contracts are recognized over time as performance obligations are satisfied in accordance with ASC 606. Revenue and associated profit are recognized as the customer obtains control of the goods and services specified in the contract.
Un-allocable indirect costs and general and administrative expenses are charged for the periods as incurred. If a loss on a contract is anticipated, the loss is recognized immediately.
F-27
The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the years ended December 31, 2025, and 2024.
| Twelve Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Equipment Contracts | $ | $ | ||||||
| Component Sales | ||||||||
| Pump Stations | ||||||||
| Waste Water Treatment Systems | ||||||||
| Services Sales | ||||||||
| Rental Income | ||||||||
| Commission & Training | ||||||||
| $ | $ | |||||||
Revenue recognition for other sales arrangements, such as component sales and service sales, remained materially consistent during the periods presented.
Contract Balances
Contract assets represent revenue recognized in excess of amounts billed on contracts in progress, while contract liabilities reflect billings that exceed revenue recognized. Assets and liabilities related to long-term contracts are classified as current in the balance sheets, as they are expected to be settled within the normal course of contract completion.
As of December 31, 2025, the contract
asset balance was $
| 8. | Financial assets |
As of December
31, 2025, the Company holds an investment in WTII common stock, with a fair value of $
This investment is classified as an equity security under ASC 321, Investments – Equity Securities, and is subject to ongoing fair value adjustments based on the quoted market price as of the reporting date.
| 9. | Loans payable |
During 2025, the Company entered into
a settlement arrangement with Tony Charles Lonstein, Trustee of the Lonstein Revocable Family Trust, to restructure a previously outstanding
convertible secured promissory note. The settlement provides for the issuance of a new $
The note is secured by the assets of Water on Demand and provides for scheduled monthly payments until the obligation is satisfied. The note also provides that, in the event the Company completes a sale of its Progressive Water Treatment operating division to an outside buyer, any proceeds from that sale will be used to satisfy the outstanding balance.
F-28
Small Business Administration Loan
On June 12, 2020, the Company received
a $
Related Party Loans Payable
As of December 31, 2025, the Company had two outstanding promissory notes issued to its CEO, reviewed under the Company's Related Party Transaction Policy for general corporate purposes.
The first note, issued on
The second note, issued on
As of December 31, 2025, the combined
outstanding balance of both notes was $
| 10. | Income taxes |
The Company is subject to U.S. federal and state income taxes and files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities for years before 2017.
The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2024, and 2025, the Company did not recognize any interest or penalties related to income tax positions.
F-29
As of December 31, 2025, the Company
had net operating loss (NOL) carryforwards of approximately $
No tax positions included in the balance at December 31, 2025, involve ultimate deductibility that is highly certain but uncertain regarding timing. Due to deferred tax accounting, such uncertainties would not affect the annual effective tax rate but could accelerate cash payments to taxing authorities.
The Company continues to monitor potential changes in tax legislation and regulations that may impact future tax positions.
The Company’s income tax provision differs from the expected income tax determined by applying the U.S. federal and state income tax rate to pretax income for the years ended December 31, 2025, due to the following:
| 2025 | 2024 | |||||||
| Book loss | $ | $ | ||||||
| Tax to book differences for deductible expenses | ( | ) | ( | ) | ||||
| Tax non-deductible expenses | ( | ) | ( | ) | ||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Income tax expense | $ | $ | ||||||
Deferred Taxes
Deferred taxes are accounted for using the liability method, where deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences arise from differences between the reported amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for changes in tax laws and rates as of the date of enactment.
The components of net deferred tax liabilities as of December 31, 2025, and 2024, are as follows:
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| NOL carryover | $ | $ | ||||||
| Other carryovers | ||||||||
| Deferred tax liabilities: | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Less Valuation Allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Due to the change in ownership provisions under the Tax Reform Act of 1986, the Company’s NOL carry-forwards for Federal income tax purposes are subject to annual limitations. Should a change in ownership occur, the use of NOL carry-forwards in future years may be restricted.
F-30
| 11. | WODI |
WODI is a subsidiary of OriginClear, Inc. that provides water treatment services under a DBOO model, allowing private businesses to pay for water treatment on a per-gallon basis. WODI collaborates with regional water service companies to finance, build, and operate these systems.
On April 14, 2023, WODI acquired the MWS business unit from OriginClear, Inc. The acquisition included all assets, licenses, patents, and associated transactions of MWS. From the acquisition date, all MWS revenues, accounts receivable, accounts payable, and liabilities were transferred to WODI.
On September 21, 2023, WODI merged
with PWT, forming a combined entity operating under WODI. The merger was structured to enhance enterprise value in preparation for a planned
business combination with FRLA. As part of the merger, all WODI shares and convertible notes were either exchanged or assumed, and in
return, OriginClear, Inc. received
On October 24, 2023, WODI and FRLA entered into a definitive Business Combination Agreement with the goal of listing WODI on Nasdaq through a de-SPAC transaction. The following day, FRLA shareholders approved extending the deadline to complete the business combination to November 5, 2024, with provisions for twelve one-month extensions.
On December 9, 2024, WODI and FRLA
mutually agreed to terminate the Business Combination Agreement due to prolonged regulatory delays, escalating costs, and increasing market
uncertainties. Following this decision, FRLA announced it would cease operations and proceed with liquidation, offering its shareholders
approximately $
Despite the termination of the business combination agreement and Fortune Rise Acquisition Corporation’s liquidation, WODI remains committed to its operational goals and continues to explore strategic opportunities to enhance shareholder value.
Restricted Stock to WODI Board, Employees and Consultants
Between August 12, 2022, and August
3, 2023, WODI entered into Restricted Stock Grant Agreements (WODI RSGAs) with Board members, employees, and consultants to incentivize
management, improve WODI’s economic performance, and enhance its overall value. The WODI RSGAs allow for the issuance of up to
Under the WODI RSGAs, restricted shares
may become fully vested and no longer subject to forfeiture upon achieving defined milestones. If WODI shares are uplisted to a national
securities exchange,
If WODI does not achieve a national
exchange listing within three years of the RSGAs’ effective date, vesting will occur at
As of September 21, 2023, pursuant
to the Merger Plan Agreement, the total issuable shares under the WODI RSGAs were converted from
restricted shares vested during
the year ended December 31, 2025, and stock-based compensation expense was recognized as vesting was not considered probable under
ASC 718. During the year ended December 31, 2025, the Company granted
F-31
| 12. | Assets held for sale |
During 2024,
the Company received additional payments totaling $
| 13. | Discontinued Operations |
In the second quarter of 2025, the Company finalized its plan to wind down its Modular Water Systems (“MWS”) business unit following the resignation of MWS’s lead executive and a strategic review of operations. Management concluded that MWS no longer aligned with the Company’s long-term objectives and ceased all activity during the quarter. The business met the criteria for discontinued operations under ASC 205-20.
All prior period financial information has been recast to reflect MWS as a discontinued operation. The wind-down was completed shortly after quarter-end, and no material costs are expected in future periods.
In the third quarter of 2025 the Company
terminated the technology license agreement in connection with the settlement with MWS’s former lead executive. The Company reversed
$
Summary of Results of Discontinued Operations
| Twelve Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating Expenses | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total Operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Gain on write off of payables | ||||||||
| TOTAL OTHER EXPENSE | ||||||||
| NET INCOME (LOSS) FROM ASSETS-HELD-FOR-SALE | $ | $ | ( | ) | ||||
Summary Balance Sheet of Discontinued Operations
| December 31, | December 31, | |||||||
| Current Assets | 2025 | 2024 | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Contract assets | ||||||||
| Contracts receivable, net | ||||||||
| Total assets of discontinued | $ | $ | ||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued expenses | ||||||||
| Total liabilities of discontinued | $ | $ | ||||||
F-32
| 14. | Commitments and Contingencies |
Facility Rental
The Company leases a production facility
at 5225 W. Houston, Sherman, Texas, under a non-cancelable operating lease classified in accordance with ASC 842, Leases. The lease commenced
on July 1, 2024. Under a Triple Net (NNN) arrangement, the Company is responsible for property taxes, insurance and maintenance., with
a currently monthly rent of $
Warranty Reserve
PWT projects are generally warranted
against defects in materials and workmanship for one year from the date of completion, with certain construction areas and materials having
extended guarantees. Based on historical experience, known risks related to critical components, and management’s assessment, the
Company recorded a warranty reserve of $
| 15. | Related party |
As of December 31, 2025, the Company issued two promissory notes to its CEO.
Promissory Note for $208,000
On September 2, 2024, the Company issued
an unsecured promissory note to the CEO for a principal amount of $
Promissory Note for $100,000
On December 17, 2025, the Company issued
a promissory note to the CEO with a principal amount of $
Both promissory notes were reviewed and approved by the Company’s Board of Directors in accordance with the Company’s Related Party Transaction Policy. The proceeds from the notes will be used for general corporate purposes.
Takeoff Services Inc
On September 9th, 2024, the CEO of WODI Kenneth A. Berenger became partners in a separate company called Takeoff Services Inc. (TSI). The purpose of TSI is to assist early-stage companies in their funding. This is not a function of the Company and there is no transfer of assets intended. Benefits mayaccrue to the Company, in terms of helping Water on Demand in its fund raising activities. by continuously improving the channels to identity investors, and the marketing of these securities. As of December 31,2025, no operations for this business or any related activities have started.
| 16. | Accrued expenses |
Accrued expenses consist of the following as of December 31,
| 2025 | 2024 | |||||||
| Accrued interest on notes | $ | $ | ||||||
| Payroll, vacation and benefits | ||||||||
| Audit Fees | ||||||||
| Other | ( | ) | ||||||
| Total accrued expenses | $ | $ | ||||||
F-33
| 17. | Concentrations |
Major Customers
For the year ended December 31, 2025,
WODI had three customers that collectively accounted for
For the year ended December 31, 2024,
WODI had two customers that collectively accounted for
Major Suppliers
WODI had five major vendors for the
year ended December 31, 2025. The vendors represented
For the year ended December 31, 2024, WODI did not have any vendors that accounted for more than 10% of the total accounts payable. Management believes there are no significant risks associated with vendor concentration, as alternative suppliers are readily available.
| 18. | Reporting Segments |
Internally, WODI is structured into
Water System Solution Engineering focuses on designing and delivering custom-engineered water treatment solutions, enabling decentralized and efficient water management.
Full-Service Systems provides Water-as-a-Service solutions, including design-build-operate models, allowing customers to pay per gallon rather than making upfront investments.
Corporate expenses, including general and administrative costs, executive salaries, and shared functions, are reported separately under Corporate.
The CODM assesses segment performance based on revenue, operating income, and key expense categories, with operating income serving as the primary profitability metric.
F-34
The following table summarizes financial results by segment for the year ended December 31, 2025, and 2024:
| Reportable Segments: | Water System Solution Engineering | Modular/ Prefabricated Treatment and Conveyance Systems | Full Service Water Systems (Operate; Own and Operate) | Corporate | Total | |||||||||||||||
| Fiscal Year Ended December 31, 2025: | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Gross profit (loss) | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Segment assets | ||||||||||||||||||||
| Gross profit as a % of revenue | % | % | % | % | % | |||||||||||||||
| Fiscal Year Ended December 31, 2024: | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Segment assets | ||||||||||||||||||||
| Gross profit as a % of revenue | % | ( | )% | % | ( | ) | % | |||||||||||||
| 19. | Subsequent Events |
Management has evaluated subsequent events through the issuance date of these consolidated financial statements and concluded that, except as disclosed, there are no additional events requiring adjustments or further disclosure:
On January 2, 2026,
Between January 2, 2026, and January
3, 2026, an aggregate of
Between January 2, 2026, and January
7, 2026, an aggregate of
On January 8, 2026,
Between January 15, 2026, and January
31, 2026, OriginClear issued an aggregate of
Between January 9, 2026, and March
4, 2026, the Company, through OriginSpark Holdings LLC, raised aggregate gross proceeds of approximately $
On February 13, 2026, the Company entered
into a Share Exchange Agreement with Water on Demand, Inc., pursuant to which the Company contributed
On March 31, 2026 the Company issued
an aggregate of
On March 31, 2026, the Board of Directors of WODI approved the designation
of a new class of preferred stock, the Series F Preferred Stock, and authorized the issuance of an aggregate of
On April 1, 2026, in connection with
this action, WODI entered into agreements pursuant to which
On April 9, 2026, T Riggs Eckelberry the Founder, CEO and Chairman of the Board passed away due to health conditions. Mr. Cory Mertes, who is a current Board member and officer of the Company’s subsidiary, Water on Deman, has been appointed as the interim CEO and CFO.
F-35
Exhibit 4.1
Description of Registrant’s Securities Registered
Pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended
As of December 31, 2025, OriginClear, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $.0001 per share (“Common Stock”).
Description of Common Stock
The following description of Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each of which are incorporated by reference as an exhibit to Form 10-K of which this Exhibit 4.1 is a part.
Authorized Capital Stock
The total number of shares of all classes of stock which the Company has the authority to issue is 30,151,046,000 shares, consisting of 30,000,000,000 shares of Common Stock, par value $.0001, and 151,046,000 shares of Preferred Stock. The authorized shares of Common Stock are all one class with equal voting power and each such share is equal to every other such share.
Voting Rights
Holders of Common Stock are entitled to one (1) vote for each share, including with respect to election of directors. Common Stock does not have cumulative voting rights.
Dividend Rights
Holders of Common Stock are entitled to receive dividends if and when the Board of Directors, in its discretion, from time to time, declares and makes a distribution to shareholders out of assets legally available in respect of the outstanding Common Stock.
Liquidation Rights
Holders of Common Stock will share ratably in all assets legally available for distribution to shareholders in the event of a dissolution.
Other Rights and Preferences
Common Stock has no redemption, preemptive, conversion, or exchange rights.
Listing
Common Stock is quoted on the OTC Pink under the trading symbol “OCLN.”
Exhibit 21.1
Subsidiaries of the Registrant
| Name | Jurisdiction of Organization | |
| Water On Demand, Inc. | Texas | |
| Water On Demand #1, Inc. | Nevada | |
| Water On Demand #2, Inc. (inactive) | Nevada | |
| Water On Demand #3, Inc. (inactive) | Nevada | |
| Water On Demand #4, Inc. (inactive) | Nevada |
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cory Mertes, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of OriginClear, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 10, 2026 | By: | /s/ Cory Mertes |
Cory Mertes | ||
| Interim Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cory Mertes, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of OriginClear, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 10, 2026 | By: | /s/ Cory Mertes |
Cory Mertes | ||
| Interim Chief Financial Officer | ||
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of OriginClear, Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Cory Mertes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: April 10, 2026 | By: | /s/ Cory Mertes |
Cory Mertes | ||
| Interim Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of OriginClear, Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Cory Mertes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
| Date: April 10, 2026 | By: | /s/ Cory Mertes |
Cory Mertes | ||
| Interim Chief Financial Officer | ||
| (Principal Financial Officer) |