10-Q
Originclear, Inc. (OCLN)
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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 2025
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-147980
ORIGINCLEAR, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-0287664 |
|---|
| (State or other jurisdiction of<br> incorporation or organization) | (I.R.S. Employer<br> Identification No.) |
13575 58th StreetNorth
Suite 200
Clearwater, FL 33760
(Address of principal executive offices, Zip Code)
(727) 440-4603
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 14, 2025, there were 15,460,684,088 shares of common stock, par value $0.0001 per share, issued and outstanding.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | 1 | |
| Item 1. | Financial Statements. | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 23 |
| Item 4. | Controls and Procedures. | 23 |
| PART II | 24 | |
| Item 1. | Legal Proceedings. | 24 |
| Item 1A. | Risk Factors. | 24 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 24 |
| Item 3. | Defaults Upon Senior Securities. | 24 |
| Item 4. | Mine Safety Disclosures. | 24 |
| Item 5. | Other Information. | 24 |
| Item 6. | Exhibits. | 24 |
| SIGNATURES |
i
PART I - FINANCIALINFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORIGINCLEAR, INC. AND SUBSIDIARIESCondensed Consolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 1,202,999 | $ | 371,515 | ||
| Contracts receivable, net | 623,382 | 2,404,545 | |||
| Investment in marketable securities, at fair value | 18,083 | 31,646 | |||
| Contract assets | 175,339 | 1,071,664 | |||
| Prepaid assets and other current assets | 94,046 | - | |||
| Assets of discontinued operations | 433,871 | 452,656 | |||
| Total Current Assets | 2,547,720 | $ | 4,332,027 | ||
| Property and equipment, net | 46,406 | 55,869 | |||
| Other Assets | |||||
| Security deposit | 19,051 | 19,051 | |||
| Investment in marketable securities, at fair value | 3,200 | 3,200 | |||
| Operating lease right of use asset (Note 4) | 531,232 | 580,393 | |||
| Total Other Assets | 553,483 | 602,644 | |||
| TOTAL ASSETS | 3,147,609 | $ | 4,990,539 | ||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | 1,710,027 | $ | 1,742,397 | ||
| Accrued expenses | 2,096,665 | 5,299,519 | |||
| Cumulate dividends payable on preferred stock | 736,054 | 589,768 | |||
| Contract liabilities | 2,623,439 | 3,468,227 | |||
| Operating lease liabilities | 104,457 | 96,113 | |||
| Warranty reserve | 50,000 | 50,000 | |||
| Loans payable | 148,616 | 150,000 | |||
| Related party loan | 105,275 | 238,046 | |||
| Tax liability 83(b) | 13,600 | 13,600 | |||
| Derivative liabilities | 10,899,605 | 14,651,326 | |||
| Redeemable non- convertible preferred stock, 397.15 shares issued and outstanding across four series (Note 5) | 397,150 | 397,150 | |||
| Convertible secured promissory notes (Note 8) | 2,032,500 | 21,363,639 | |||
| Convertible promissory notes | 597,944 | 597,944 | |||
| Liabilities discontinued operations (Note 3) | 485,474 | 1,111,805 | |||
| TOTAL CURRENT LIABILTIES | 22,000,806 | $ | 49,769,534 | ||
| Long-Term Liabilities | |||||
| Convertible promissory notes, net of current | 2,019,748 | 2,019,748 | |||
| Operating lease liabilities, net of current | 447,148 | 501,123 | |||
| TOTAL LONG-TERM LIABILITIES | 2,466,896 | 2,520,871 | |||
| TOTAL LIABILITIES | 24,467,702 | $ | 52,290,405 | ||
| COMMITMENTS AND CONTINGENCIES (Note 13) | |||||
| Mezzanine Equity, preferred stock (Note 5) | 7,482,722 | 7,557,722 | |||
| SHAREHOLDERS’ DEFICIT | |||||
| Preferred stock, 0.0001 par value, (Authorized: 600,000,000), Series C - 1,000 shares issued and outstanding, Series D - 31,500,000 shares issued and outstanding | 3,150 | 3,150 | |||
| Common stock, 0.0001 par value, (Authorized: 16,000,000,000) - shares issued and outstanding 15,619,289,995 and 1,672,117,519 | 1,561,930 | 167,213 | |||
| Additional paid-in capital | 118,343,552 | 85,399,199 | |||
| Noncontrolling interest | 6,908,138 | (3,033,244 | ) | ||
| Accumulated other comprehensive loss | - | (132 | ) | ||
| Accumulated deficit | (155,619,585 | ) | (137,393,774 | ) | |
| TOTAL SHAREHOLDERS’ DEFICIT | (28,802,815 | ) | $ | (54,857,588 | ) |
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 3,147,609 | $ | 4,990,539 |
All values are in US Dollars.
See accompanying Notes to Consolidated Financial Statements.
1
ORIGINCLEAR, INC.AND SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||
| Revenue | $ | 941,800 | $ | 1,050,541 | $ | 2,346,471 | $ | 1,993,978 | ||||
| Cost of revenue | 1,599,802 | 408,120 | 2,499,819 | 1,464,060 | ||||||||
| Gross (loss) profit | (658,002 | ) | 642,421 | (153,348 | ) | 529,918 | ||||||
| Operating expenses | ||||||||||||
| Selling and marketing | 328,038 | 638,159 | 651,571 | 1,227,123 | ||||||||
| General and administrative | 728,002 | 910,136 | 1,852,191 | 2,125,926 | ||||||||
| Total Operating expenses | 1,056,040 | 1,548,295 | 2,503,762 | 3,353,049 | ||||||||
| Loss from Operations | (1,714,041 | ) | (905,874 | ) | (2,657,110 | ) | (2,823,131 | ) | ||||
| Other Income (Expense) | ||||||||||||
| Gain (loss) on conversion of debt | (8,318,588 | ) | 334 | (8,318,588 | ) | 1,143 | ||||||
| Loss on preferred stock conversion | (50,000 | ) | - | (50,000 | ) | |||||||
| Gain (loss) on issuance of promissory notes | (482,334 | ) | - | (482,334 | ) | |||||||
| Impairment of receivable - SPAC | - | (538,000 | ) | - | (1,128,000 | ) | ||||||
| Gain (loss) on extinguishment of payables | (762,681 | ) | 30,646 | (513,347 | ) | 30,646 | ||||||
| Unrealized (loss) gain - investment securities | (4,521 | ) | - | (13,563 | ) | - | ||||||
| Preferred stock incentive expense | - | - | (773,444 | ) | - | |||||||
| Loss on share settlement | - | (1,053,188 | ) | (1,265,823 | ) | |||||||
| Debt conversion adjustment - note purchase agreements | - | (605,000 | ) | - | (1,297,000 | ) | ||||||
| Gain on common stock redemption | 1,030,166 | 567,500 | 1,030,166 | 1,255,178 | ||||||||
| Change in derivate liability and debt conversions | 2,380,531 | 6,173,683 | 3,751,722 | (6,593,511 | ) | |||||||
| Interest and dividend expense | (224,036 | ) | (747,350 | ) | (985,351 | ) | (1,392,794 | ) | ||||
| TOTAL OTHER EXPENSE | (6,431,463 | ) | 3,828,625 | (6,354,739 | ) | (10,390,161 | ) | |||||
| Net (loss) income from continued operations | (8,145,505 | ) | 2,922,751 | (9,011,849 | ) | (13,213,292 | ) | |||||
| Net income (loss) from discontinued operations | 115,084 | (106,667 | ) | 727,552 | (341,466 | ) | ||||||
| Net (loss) | $ | (8,030,421 | ) | $ | 2,816,084 | $ | (8,284,297 | ) | $ | (13,554,758 | ) | |
| Less: Net income (loss) attributable to noncontrolling interest | 10,052,010 | (146,379 | ) | 9,941,382 | (354,486 | ) | ||||||
| Net income (loss) attributable to OCLN | $ | (18,082,431 | ) | $ | 2,962,463 | $ | (18,225,679 | ) | $ | (13,200,272 | ) | |
| Basic and diluted earnings (loss) per share from continuing operations | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.01 | ) | |
| Bais and diluted earnings (loss) per share from discontinued operations | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED (in shares) | 15,559,587,074 | 1,602,258,753 | 8,671,111,579 | 1,575,854,720 |
See accompanying Notes to Consolidated Financial Statements.
2
ORIGINCLEAR, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Shareholders’ Deficit(Unaudited)
| SIX<br> MONTHS ENDED JUNE 30 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred<br> stock | Mezzanine | Common<br> Stock | Additional<br><br> Paid-in- | Subscription | Other<br> Comprehensive | Non-Controlling | Accumulated | |||||||||||||||||||||||
| Shares | Amount | Equity | Shares | Amount | Capital | Payable | Loss | Interest | Deficit | Total | ||||||||||||||||||||
| Balance<br> at December 31, 2023 | 31,501,000 | $ | 3,150 | $ | 7,522,722 | 1,399,782,046 | $ | 139,978 | $ | 81,949,274 | $ | 100,000 | $ | (132 | ) | $ | (2,239,493 | ) | $ | (119,216,735 | ) | $ | (39,263,958 | ) | ||||||
| Rounding | - | - | (1 | ) | - | - | (1 | ) | ||||||||||||||||||||||
| Temporary<br> equity, new issuance<br><br> (Series Y) | - | - | 575,100 | - | - | - | - | - | - | - | - | |||||||||||||||||||
| Temporary<br> equity, shares converted | - | - | (810,000 | ) | 163,866,690 | 16,388 | 793,612 | - | - | - | - | 810,000 | ||||||||||||||||||
| Preferred<br> stock exchanged (to mezzanine) | - | - | 20,000 | - | - | - | - | - | - | - | - | |||||||||||||||||||
| Shares<br> issued/cancelled, note purchase agreements | - | - | - | (139,560,037 | ) | (13,956 | ) | (1,241,222 | ) | - | - | - | - | (1,255,178 | ) | |||||||||||||||
| Shares<br> issued, alternative vesting | - | - | - | 20,937,829 | 2,094 | 167,505 | - | - | - | - | 169,599 | |||||||||||||||||||
| Shares<br> issued, conversion settlement | - | - | - | 122,213,744 | 12,221 | 1,253,602 | - | - | - | - | 1,265,823 | |||||||||||||||||||
| Shares<br> issued for services | - | - | - | 45,411,996 | 4,541 | 407,613 | - | - | - | - | 412,154 | |||||||||||||||||||
| Shares<br> issued, dividends | - | - | - | 436,819 | 44 | (44 | ) | - | - | - | - | - | ||||||||||||||||||
| Warrants<br> issued | - | - | - | - | - | 426,230 | - | - | - | - | 426,230 | |||||||||||||||||||
| Net<br> loss | - | - | - | - | - | - | - | - | (354,486 | ) | (13,200,272 | ) | (13,554,758 | ) | ||||||||||||||||
| Balance<br> at June 30, 2024 (unaudited) | 31,501,000 | $ | 3,150 | $ | 7,307,822 | 1,613,089,087 | $ | 161,309 | $ | 83,756,570 | $ | 100,000 | $ | (132 | ) | $ | (2,593,979 | ) | $ | (132,417,007 | ) | $ | (50,990,089 | ) | ||||||
| SIX<br> MONTHS ENDED JUNE 30 | ||||||||||||||||||||||||||||||
| Preferred<br> stock | Mezzanine | Common<br> Stock | Additional<br><br> Paid-in- | Subscription | Other<br> Comprehensive | Non-Controlling | Accumulated | |||||||||||||||||||||||
| Shares | Amount | Equity | Shares | Amount | Capital | Payable | Loss | Interest | Deficit | Total | ||||||||||||||||||||
| Balance<br> at December 31, 2024 | 31,501,000 | $ | 3,150 | $ | 7,557,722 | 1,672,117,519 | $ | 167,213 | 85,399,199 | $ | - | $ | (132 | ) | $ | (3,033,244 | ) | $ | (137,393,774 | ) | $ | (54,857,588 | ) | |||||||
| Rounding | - | - | - | - | - | (3 | ) | - | - | 1 | - | (3 | ) | |||||||||||||||||
| Derecognition<br> of Hong Kong Technologies Ltd. | - | - | - | - | - | - | - | 132 | - | (132 | ) | - | ||||||||||||||||||
| Temporary<br> equity, new issuance (Series Y) | - | - | 25,000 | - | - | - | - | - | - | - | - | |||||||||||||||||||
| Temporary<br> equity, shares converted (Series Y) | - | - | (100,000 | ) | 88,235,295 | 8,824 | 141,176 | 150,000 | ||||||||||||||||||||||
| Shares<br> issued for compensation | - | - | - | 25,415,015 | 2,542 | 58,262 | - | - | - | - | 60,804 | |||||||||||||||||||
| Shares<br> issued for services | - | - | - | 210,169,551 | 21,017 | 345,565 | - | - | - | - | 366,582 | |||||||||||||||||||
| Shares<br> issued for Regulation A | - | - | - | 3,189,000 | 319 | 31,890 | - | - | - | - | 32,209 | |||||||||||||||||||
| Shares<br> issued for redeeming Series A | - | - | - | (96,036,587 | ) | (9,604 | ) | (215,396 | ) | - | - | - | - | (225,000 | ) | |||||||||||||||
| Shares<br> redeemed/cancelled for OZ NPAs | - | - | - | (416,725,166 | ) | (41,673 | ) | (763,493 | ) | - | - | - | - | (805,166 | ) | |||||||||||||||
| Shares<br> issued for Series O dividends | - | - | - | 2,074,247 | 207 | (207 | ) | - | - | - | - | - | ||||||||||||||||||
| Shares<br> issued for WODI note conversions | - | - | - | 14,130,851,121 | 1,413,085 | 31,693,480 | - | - | - | - | 33,106,565 | |||||||||||||||||||
| Shares<br> issued, WODI Series A for cash | - | - | - | - | - | 1,475,957 | - | - | - | - | 1,475,957 | |||||||||||||||||||
| Contributed<br> Capital | 177,122 | 177,122 | ||||||||||||||||||||||||||||
| Net<br> Loss | - | - | - | - | - | - | - | - | 9,941,381 | (18,225,679 | ) | (8,284,297 | ) | |||||||||||||||||
| Balance<br> at June 30, 2025 (unaudited) | 31,501,000 | $ | 3,150 | $ | 7,482,722 | 15,619,289,995 | $ | 1,561,930 | $ | 118,343,552 | $ | - | $ | - | $ | 6,908,138 | $ | (155,619,585 | ) | $ | (28,802,815 | ) |
See accompanying Notes to Consolidated Financial Statements.
3
ORIGINCLEAR, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(unaudited)
| Six Months Ended <br><br>June 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Cash Flows from Operating Activities: | |||||
| Net (loss) income from continued operations | $ | (9,011,849 | ) | ) | |
| Net income (loss) from discontinued operations | 727,552 | ) | |||
| Adjustments to reconcile net income to net cash | |||||
| Unrealized (gain) loss on derivative liabilities | (3,751,722 | ) | |||
| Depreciation and amortization | 12,814 | ||||
| Net unrealized loss on fair value of securities | 13,563 | ||||
| Loss on subsidiary closure | 513,347 | ||||
| Shares issued for compensation | 60,804 | ||||
| Shares issued for services | 366,582 | ||||
| Loss on extinguishment of debt (non-cash) | 8,318,588 | ||||
| Loss from conversion of preferred stock | 50,000 | ||||
| Loss on settlement issuance of stock | - | ||||
| Loss on issuance of WODI debt | 482,334 | ||||
| Amortization of debt discount | - | ||||
| Impairment of receivables | - | ||||
| Gain on settlement of equity instrument | (225,000 | ) | ) | ||
| Gain on extinguishment of liabilities | - | ) | |||
| Changes in operating assets and liabilities: | |||||
| Contracts receivable | 1,781,163 | ||||
| Contract assets | 896,326 | ) | |||
| Right-of-use assets | 49,162 | ||||
| Change in discontinued operations | (1,120,893 | ) | |||
| Prepaid expenses and other current assets | (94,046 | ) | ) | ||
| Accounts payable | (32,376 | ) | |||
| Lease liability | (45,631 | ) | |||
| Accrued expenses and other current liabilities | 221,484 | ||||
| Contract liabilities | (844,788 | ) | |||
| Net cash used in operating activities | (1,632,586 | ) | ) | ||
| Cash Flows from Investing Activities: | |||||
| Purchase of note receivable (SPAC investment) | - | ) | |||
| Proceeds from payments of long-term receivables | - | ||||
| Purchases of property and equipment | (3,350 | ) | ) | ||
| Net cash used in investing activities | (3,350 | ) | ) | ||
| Cash Flows from Financing Activities: | |||||
| Repayment of SBA loan | (1,384 | ) | ) | ||
| Payments on line of credit | - | ) | |||
| Proceeds from merchant cash advances | - | ||||
| Payments on merchant cash advances | - | ) | |||
| Repayments of loans from related parties | (132,770 | ) | |||
| Dividends paid on preferred stock | 146,286 | ||||
| Proceeds from convertible secured promissory notes | - | ||||
| Proceeds from the issuance of common stock (Regulation A and D) | 1,508,166 | ||||
| Proceeds from affiliate funding (OZ Fund) | 745,000 | ||||
| Proceeds from issuance of warrants | - | ||||
| Contributed Capital | 177,122 | ||||
| Proceeds from preferred stock (classified as mezzanine equity) | 25,000 | ||||
| Net cash provided by financing activities | 2,467,420 | ||||
| Net change in Cash | |||||
| Net increase (decrease) in cash and cash equivalents | 831,484 | ) | |||
| Cash and cash equivalents, beginning of period | 371,515 | ||||
| Cash and cash equivalents, end of period | $ | 1,202,999 | |||
| Supplemental Disclosures of Cash Flow Information | |||||
| Cash paid for interest and dividends | $ | 56,428 | |||
| Cash paid for income taxes | $ | - | |||
| SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | |||||
| Issuance of Series O preferred stock dividends | $ | 207 | |||
| Conversion of mezzanine classified as preferred stock to common stock | $ | 100,000 | |||
| Reclassification from liability to mezzanine equity | $ | - | |||
| Issuance of common stock in settlement of liabilities | $ | - | |||
| OCI derecognition | $ | 132 | |||
| Conversion of WODI debt and accrued interest | $ | 24,787,977 | |||
| Redemption of common stock | $ | 805,166 |
All values are in US Dollars.
See accompanying Notes to Consolidated Financial Statements.
4
ORIGINCLEAR, INC.AND SUBSIDIARIES
Notes to ConsolidatedFinancial Statements
(unaudited)
| 1. | Organization and Line of Business |
|---|
The accompanying unaudited condensed consolidated financial statements of OriginClear, Inc. (“OCLN” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), including Regulation S-X, Rule 10-01. These financial statements do not include all of the disclosures required for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Form 10-K for the year ended December 31, 2024.
Subsidiaries
The Company’s primary operating subsidiary is Water On Demand, Inc. (“WODI”), formed on September 21, 2023, through the merger of Progressive Water Treatment, Inc. (“PWT”) with a newly created majority-owned entity. PWT, acquired by OCLN in 2015, remains WODI’s only active business unit. PWT engineers and manufactures custom water treatment solutions for commercial and industrial customers.
The Modular Water Systems (“MWS”) division, previously focused on pre-fabricated infrastructure for decentralized treatment, was fully deactivated during the second quarter of 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, with an expected disposal of all remaining MWS assets within 60 days (see Note 3).
Water On Demand #1, Inc. (“WOD #1”) is a Delaware statutory series entity managed by the Company. Capital raised under the Company’s ongoing Series Y offering is aggregated in WOD #1 and advanced to WODI through intercompany transactions which are eliminated in consolidation.
During the quarter ended June 30, 2025, the Company completed the formal dissolution of its inactive subsidiary OriginClear Technologies Ltd. (“OCHK”), a Hong Kong entity with no operations or assets since 2016. All remaining immaterial balances, including equity, liabilities, and accumulated foreign currency translation adjustments, were derecognized through non-cash journal entries in accordance with ASC 810. The elimination of OCHK resulted in a reclassification within equity that had no impact on the Company’s results of operations or cash flows.
Basis of presentation
The accompanying interim financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented. Operating results for the six months ended June 30, 2025, are not necessarily indicative of results that may be expected for the full fiscal year or any other future period. All intercompany accounts have been eliminated in consolidation.
Going concern
These consolidated financial statements have been prepared on a going concern basis. However, recurring losses, negative operating cash flows and significant liquidity constraints have led the Company’s auditors to express substantial doubt about its ability to continue as a going concern. Management is actively pursuing additional financing through convertible notes and preferred stock offerings while leveraging existing backlog and receivables. There can be no assurance that required financing will be available or on terms acceptable to the Company, and any future financing may involve restrictive covenants or shareholder dilution.
5
| 2. | Summary of significant accounting policies |
|---|
The interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and SEC Regulation S-X Rule 10-01. Except for the updates described below, the Company’s significant accounting policies are unchanged from those disclosed in Note 2 to the audited consolidated financial statements in the 2024 Form 10-K and should be read in conjunction therewith.
Use of estimates
Management uses estimates in preparing financial statements. Key estimates include revenue recognition, allowance for doubtful accounts, fair value of derivatives and investments, stock-based compensation, warranty reserves, and deferred tax valuation allowances.
Revenue recognition
The Company follows ASC 606. Product revenue is recorded at shipment when control transfers. Construction-type contracts are recognized over time using an input-cost method that depicts transfer of control to the customer. Contract losses are recognized immediately when determined. Contract receivables, contract assets, and contract liabilities reflect the timing difference between performance and customer billing.
Loss per share
Basic loss per share is net loss divided by weighted-average common shares. Diluted loss per share is the same as basic because all potential common shares are anti-dilutive.
Fair value of financial instruments
Financial assets and liabilities measured at fair value are classified under ASC 820’s three-level hierarchy. Derivative liabilities are Level 3 and are remeasured at each period end. No material changes in valuation techniques or inputs have occurred since December 31, 2024, so interim disclosure of Level 1 and Level 2 hierarchy tables is omitted per ASC 820-10-50-2A.
The following table reconciles the Company’s Level 3 derivative liabilities for the six months ended June 30, 2025:
| Total | (Lvl 1) | (Lvl 2) | (Lvl 3) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Convertible notes liability | $ | (10,872,389 | ) | $ | - | $ | - | $ | (10,872,389 | ) |
| Warrants liability | (27,216 | ) | - | - | (27,216 | ) | ||||
| Total derivative liability, June 30, 2025 | $ | (10,899,605 | ) | - | - | $ | (10,899,605 | ) |
Leases
Under ASC 842, right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments. Short-term leases (12 months or less) are expensed as incurred.
Stock-based compensation
Equity awards are measured at grant-date fair value and recognized over vesting periods under ASC 718. Warrants issued for services or financing are recorded at fair value on the grant date.
6
Derivatives
The Company evaluates all instruments for embedded derivative features and records derivatives at fair value with changes recognized in earnings. A binomial lattice model is used for valuation; classification between liability and equity is reassessed each period.
Other policies
Policies for consolidation, cash and cash equivalents, contract assets and liabilities, prepaid expenses, property and equipment, goodwill and indefinite-lived intangibles, marketable securities, work-in-process, recently issued pronouncements, and reclassifications remain as disclosed in the 2024 Form 10-K.
Interim reporting
Footnote disclosure that would duplicate the 2024 Form 10-K such as detailed loss-per-share reconciliation tables, property and equipment roll-forwards, or full fair-value hierarchy tables is omitted for this interim filing under Regulation S-X Rule 10-01, including property roll forwards, full EPS tables, and fair value levels 1 and 2.
Recently issued accounting pronouncements
Management has evaluated all recently issued accounting standards and does not expect any to have a material effect on the Company’s condensed consolidated financial statements.
Reclassifications
Certain prior-period amounts have been reclassified to conform to the current-period presentation with no effect on previously reported net loss or shareholders’ deficit.
| 3. | Discontinued Operations |
|---|
In Q2 2025, the Company finalized its plan to wind down its Modular Water Systems (“MWS”) business unit. This followed 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.
As part of the settlement agreement with MWS’s former lead executive, the Company terminated the underlying technology license agreement. In connection with this termination, the Company reversed $177,122 of accrued royalties previously recorded as a liability, resulting in a gain recognized as contributed capital for the three and six months ended June 30, 2025.
As of June 30, 2025, current liabilities related to MWS operations totaled $485,474, including $418,169 in accounts payable and $67,305 in contract liabilities. Although MWS was discontinued and no longer active, these obligations remain with Water on Demand, Inc. and are expected to be resolved in the normal course of business.
7
Summary of Results of DiscontinuedOperations
| Three Months Ended <br><br>June 30, | Six Months Ended <br><br>June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Revenue | $ | 851,106 | $ | 352,210 | $ | 1,543,485 | $ | 616,791 | ||
| Cost of revenue | 724,522 | 423,701 | 1,228,941 | 881,420 | ||||||
| Gross profit (loss) | 126,584 | (71,491 | ) | 314,544 | (264,629 | ) | ||||
| Operating expenses | 11,500 | 35,176 | 100,339 | 76,837 | ||||||
| Other income | - | - | 513,347 | - | ||||||
| Income (loss) from discontinued | $ | 115,084 | $ | (106,667 | ) | $ | 727,552 | $ | (341,466 | ) |
Summary Balance Sheet of DiscontinuedOperations
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Current Assets | ||||
| Cash and cash equivalents | $ | 83,078 | $ | 179,369 |
| Contract assets | 337,580 | 174,415 | ||
| Contracts receivable, net | 13,213 | 98,872 | ||
| Total assets of discontinued | $ | 433,871 | $ | 452,656 |
| Current Liabilities | ||||
| Accounts payable | $ | 418,169 | $ | 266,394 |
| Contract liabilities | 67,305 | 643,570 | ||
| Accrued expenses | - | 201,841 | ||
| Total liabilities of discontinued | $ | 485,474 | $ | 1,111,805 |
| 4. | Leases | |||
| --- | --- |
The Company leases its production facility at 5225 W. Houston Street, Sherman, Texas under a non-cancellable operating lease that commenced on July 1, 2024, and expires on July 31, 2029 (61 months). The lease is triple-net; the Company pays all property taxes, insurance, and maintenance. The lease is accounted for under ASC 842.
Right-of-use asset and Lease liability
At commencement the Company recorded a ROU asset and corresponding lease liability measured at the present value of future lease payments, discounted at the Company’s 11.84% incremental borrowing rate. As of June 30, 2025, the ROU asset, net of amortization, was $531,232; the lease liability was $551,605, of which $104,457 is classified as current and $447,148 as non-current.
Lease expense
For the six months ended June 30, 2025, lease-related expenses included ROU amortization of $95,843 and interest expense on the lease liability of $40,048. Both amounts are included in cost of revenue.
Maturity of lease liability
Future minimum lease payments as of June 30, 2025, are as follows:
| Period | Amount | ||
|---|---|---|---|
| Year 1 (remainder of fiscal year) | $ | 81,916 | |
| Year 2 | 166,602 | ||
| Year 3 | 171,465 | ||
| Year 4 | 176,666 | ||
| Year 5 and thereafter | 104,867 | ||
| Total Lease Payments | $ | 701,516 | |
| Less: Present Value Discount | (149,911 | ) | |
| Total Lease Liability | $ | 551,605 |
The lease contains no purchase options, residual value guarantees, or extension or termination options that the Company is reasonably certain to exercise.
8
| 5. | Equity |
|---|
OriginClear, Inc. Preferred Stock
Series C
On March 14, 2017, the Board issued 1,000 shares of non-convertible, non-dividend-bearing Series C Preferred Stock to the Company’s Chief Executive Officer for $0.10. These shares carry 51% of the Company’s total voting power. As of June 30, 2025, all 1,000 shares remain outstanding.
Series D-1
On April 13, 2018, 50,000,000 shares were designated on April 13, 2018. Each share is convertible into 0.0005 shares of common stock, subject to a 4.99% beneficial ownership limitation (increased to 9.99% upon 61-days’ notice). As of June 30, 2025, 31,500,000 shares were outstanding.
Redeemable Non-Convertible Preferredstock
During the six months ended June 30, 2025, the Company had the following series of non-convertible preferred stock classified as liabilities. These instruments are subject to mandatory redemption provisions or dividend terms that require classification outside of liability rather than equity.
| Series | Stated value<br> per share | Dividend <br><br>rate | Convertible | Shares<br> Outstanding | Aggregate<br> Balance |
|---|
| F | $ | 1,000 | | 8 | % | | no | | 50.00 | | 50,000 |
| G | $ | 1,000 | | 8 | % | | no | | 25.00 | | 25,000 |
| I | $ | 1,000 | | 8 | % | | no | | 25.00 | | 25,000 |
| K | $ | 1,000 | | 8 | % | | no | | 297.15 | | 297,150 |
| Preferred stock outstanding | | | | | | | | | 397.15 | $ | 397,150 |
These are non-convertible preferred stock series carrying 8% cumulative dividends and redemption provisions. As of June 30, 2025, the Company had not redeemed the remaining Series F, Series G, Series I, and Series K shares, resulting in a $397,150 aggregate redemption obligation in default.
Mezzanine Equity Preferred StockOutstanding
During the six months ended June 30, 2025, the Company had the following series of convertible or redeemable preferred stock classified as mezzanine equity. These securities are either subject to redemption features or conversion terms that are not solely within the Company’s control.
| Series | Stated value<br> per share | Dividend rate | Convertible | Shares<br> Outstanding | Aggregate<br> Balance |
|---|
| J | $ | 1,000 | none (as converted) | yes | | 210.00 | | 210,000 |
| L | $ | 1,000 | none (as converted) | yes | | 320.50 | | 320,495 |
| M | $ | 25 | 10% cumulative | no | | 40,300.00 | | 1,007,500 |
| O | $ | 1,000 | 8% cash, 4% stock | yes | | 185.00 | | 185,000 |
| P | $ | 1,000 | none (as converted) | yes | | 30.00 | | 30,000 |
| Q | $ | 1,000 | 12% cash | yes | | 410.00 | | 410,000 |
| R | $ | 1,000 | 12% cash | yes | | 1,473.00 | | 1,473,000 |
| S | $ | 1,000 | 12% cash | yes | | 110.00 | | 110,000 |
| U | $ | 1,000 | none (as converted) | yes | | 270.00 | | 270,000 |
| W | $ | 1,000 | 12% cash | yes | | 696.50 | | 696,500 |
| Y | $ | 100,000 | share-of-profits | yes | | 27.45 | | 2,770,227 |
| Total Mezzanine Equity | | | | | | 44,032.45 | | 7,482,722 |
9
Series Y Preferred Stock
On December 6, 2021, the Company designated 3,000 shares of Series Y Preferred Stock at an original issue price of $100,000 per share. Holders are entitled to up to 25% of annual net profits from designated subsidiaries, payable within three months after fiscal year end. Series Y is convertible into common stock, subject to a 4.99% beneficial ownership cap.
During the six months ended June 30, 2025, the Company raised $25,000 of gross proceeds from a private placement of Series Y Preferred Stock. In the same period, holders converted $100,000 of stated value of Series Y into 88,235,295 shares of common stock pursuant to the original terms. The conversion was measured at the carrying amount and recorded as an increase to common stock and additional paid in capital. A $50,000 loss was recognized on the conversion.
Redemption of OCLN shares and Issuanceof WODI Series A
During the second quarter of 2025, the Company redeemed 96,036,587 shares of OCLN common stock originally issued in connection with convertible debt settlements. In connection therewith, investors were offered the opportunity to purchase common stock in Water On Demand Inc. (“WODI”), a subsidiary, contingent upon a new direct investment into WODI. The right to purchase WODI Series A was not part of the original terms of the redeemed OCLN shares and was negotiated separately.
The OCLN shares redeemed were measured at the closing price on the applicable redemption dates. The equity value of the WODI Series A Preferred Stock issued in the program was $225,000, determined using the same closing price method for the OCLN shares on the redemption dates. The company recorded a reduction to common stock and additional paid in capital with a corresponding increase to noncontrolling interest, representing the equity value of the WODI shares issued in consideration of the new investment. No gain or loss was recognized.
OriginClear, Inc. Common Stock
Six months ended June 30, 2025, the Company:
| ● | Issued 25,415,015 shares for compensation with fair market value of $60,804. |
|---|---|
| ● | issued 210,169,551 shares for services (grant-date fair value $366,582,<br>measured at the closing price on the grant dates, at per-share prices ranging from $0.0017 - $0.034.) |
| --- | --- |
| ● | issued 3,189,000 shares in connection with Regulation A offering for $32,209 at $0.01 per share. |
| --- | --- |
| ● | redeemed/cancelled 96,036,587 shares in connection with the WODI Series A investment and exchange program using the closing price on the redemption date with an aggregate fair market value of $255,000. |
| --- | --- |
| ● | redeemed/cancelled 416,725,166 shares in connection with WODI OZ Sponsor LLC convertible notes using the closing price on the redemption date with an aggregate fair market value of $805,166. |
| --- | --- |
| ● | issued 2,074,247 shares for Series O dividends using the closing price on the last day of the quarter. |
| --- | --- |
| ● | issued 14,130,851,121 shares in connection with WODI note conversions using the seven-day average price of the previous 7 days from conversion date with an aggregate fair market value of $33,106,565. |
| --- | --- |
| ● | for further details on the conversion of debt see Note 8. |
| --- | --- |
10
Six Months Ended June 30, 2024
| ● | The Company issued 45,411,996 shares of common stock for services at a fair value of $412,154, at share prices ranging from $0.0065 - $0.012. |
|---|---|
| ● | The Company issued 436,819 shares of common stock for Series O preferred stock dividends payable. |
| --- | --- |
| ● | The Company issued 122,213,744 shares of common stock for settlement of conversion agreements at a fair value of $1,265,823. |
| --- | --- |
| ● | The Company issued 20,937,829 shares of common stock for alternate vesting at a fair value of $169,599. |
| --- | --- |
| ● | The Company issued 163,866,690 shares of common stock upon conversion of $810,000 of preferred stock. |
| --- | --- |
| ● | The Company redeemed 139,560,037 shares of common stock at a market price of $0.01 per share with a gain in the amount of $1,255,178. |
| --- | --- |
As of June 30, 2025, 15,619,289,995 shares of OriginClear, Inc. common stock were issued and outstanding.
Water on Demand, Inc. Equity
CommonStock
As of June 30, 2025, WODI had 22,617,102 shares of common stock issued and outstanding. OriginClear, Inc. held 12,171,067 of these shares, representing a 53.81% ownership interest. The remaining shares were held by unaffiliated investors.
Preferred Stock
On January 14, 2025, WODI amended its Certificate of Formation to authorize three classes of preferred stock reserving (i) 10,000,000 Series A shares for private placement, (ii) 1,000,000 Series B shares (none issued), and (iii) 1,000 Series C shares (all issued to the CEO; non-convertible, 51% voting control).
During the six months ending June 30, 2025, WODI raised $1,475,957 in proceeds from the sale of Series A Preferred Stock.
The table below summarizes key features and outstanding balances for each class as of June 30, 2025.
| Class | Shares Authorized | Shares Outstanding | Terms |
|---|
| Series A | $ | 10,000,000 | | 9,813,718 | Convertible, issued through private placement |
| Series B | $ | 1,000,000 | | - | Reserved; Authorized but unissued as of reporting date |
| Series C | $ | 1,000 | | 1,000 | Non-convertible; grants 51% voting control; held by CEO |
No Series B shares have been issued to date. The 1,000 Series C shares remain issued and outstanding, held by the CEO.
11
| 6. | Noncontrolling Interest |
|---|
WODI is a majority owned subsidiary of OriginClear, which holds approximately 53.81% of the voting equity as of June 30, 2025. The remaining 46.19% is held by unaffiliated third-party investors as noncontrolling interest in the condensed consolidated financial statements.
The condensed consolidated financial statements include the assets, liabilities, revenues, expenses, and cashflows of WODI, with elimination of intercompany transactions between OCLN and WODI. The equity section of the condensed consolidated balance sheet includes a component for noncontrolling interest, representing the minority shareholders’ proportionate share of WODI’s net assets.
The following table summarizes the changes in noncontrolling interest for the six months ended June 30, 2025:
| Description | Six Months Ended <br> June 30, <br> 2025 | ||
|---|---|---|---|
| Beginning noncontrolling interest | $ | (3,033,244 | ) |
| Net income (loss) attributable to NCI | 10,023,194 | ||
| Ending noncontrolling interest | $ | 6,989,951 | |
| 7. | Restricted Stock Grants and Warrants - OCLN | ||
| --- | --- |
Restricted Stock Grants
The Company has outstanding performance-based RSGAs with its chief executive officer, directors, employees, and consultants. Shares vest only upon achievement of two cumulative, trailing-twelve-month milestones: (i) consolidated gross revenue of at least $15 million and (ii) consolidated operating profit of at least $1.5 million, both as reported under U.S. GAAP. Through June 30, 2025, neither milestone had been met; accordingly, no stock-based compensation expense has been recognized.
The Board subsequently approved an alternative vesting mechanism: if a milestone is not achieved but the fair-market value (“FMV”) of the Company’s common stock on a scheduled vesting date is below the FMV on the RSGA effective date, the number of shares that vest is adjusted so that the aggregate FMV of the vested shares equals the grant-date FMV. Once either Company performance milestone is met, only the original milestone-based vesting schedule will apply to any remaining unvested shares.
Warrants
A summary of OCLN’s warrant activity and related information for the six months ended June 30, 2025, is as follows:
| June 30, 2025 | ||||
|---|---|---|---|---|
| Number of<br><br> warrants | Weighted average<br><br> exercise price | |||
| Outstanding - beginning of year | 79,142,589 | $ | 0.9603 | |
| Granted | 3,274,000 | $ | 0.090 | |
| Exercised | - | $ | - | |
| Expired | - | $ | - | |
| Outstanding - end of period | 82,416,589 | $ | 0.9237 |
During the six months ended June 30, 2025, the Company granted 3,274,000 OCLN common stock warrants consisting of 3,074,000 Regulation A investor warrants (exercise prices ranging from $0.59 - $0.75 per share, expiring 2025-2026) and one 200,000 warrant grant issued to a Series Y investor (exercise price $4.59, expiring 2030). The warrants were issued as investor incentives in connection with equity financing. No warrants were exercised or expired during the period. As of June 30, 2025, the fair value of these warrants was $27,216.
12
At June 30, 2025, the weighted average remaining contractual life of warrants outstanding:
| Exercisable<br> Prices | Warrants<br> Outstanding | Warrants<br> Exercisable | Weighted Average |
|---|
| $ | 0.0200 | | 600,000 | | 600,000 | | 0.0073 |
| $ | 0.0275 | | 8,727,273 | | 8,727,273 | | 0.1059 |
| $ | 0.1000 | | 2,500,000 | | 2,500,000 | | 0.0303 |
| $ | 0.2500 | | 56,109,816 | | 56,109,816 | | 0.6808 |
| $ | 1.0000 | | 3,760,000 | | 3,760,000 | | 0.0456 |
| $ | - | | 10,719,500 | | 10,719,500 | | 0.1301 |
| | | | 82,416,589 | | 82,416,589 | | |
WODI Warrants Issued
During the six months ended June 30, 2025, in connection with its private placement of Series A Preferred Stock, WODI issued fully vested warrants exercisable for a total of 14,438,282 shares of WODI common stock. These warrants carry an exercise price of $0.16 per share, $2.00 per share and have expiration dates ranging from January 31, 2030, through May 31, 2030. An independent valuation of these warrants using the Black-Scholes model (volatility 29.3 % – 32.7 %; risk-free rate 3.96 % – 4.26 %; no dividend yield; common-stock FMV $0.08611) determined aggregate grant-date fair value of $137,640.
| 8. | Convertible Promissory Notes |
|---|
OriginClear, Inc.
As of June 30, 2025, the outstanding convertible promissory notes are as follows:
| Convertible promissory notes | $ | 2,617,692 |
|---|---|---|
| Less current portion | 597,944 | |
| Total long-term liabilities | $ | 2,019,748 |
Maturities of long-term debt for the next five years are as follows:
| Period ending June 30, | Amount | |
|---|---|---|
| 2025 (remaining 6 months) | 82,473 | |
| 2026 | 1,875,000 | |
| 2027 | - | |
| 2028 | 62,275 | |
| 2029 | - | |
| $ | 2,019,748 |
13
As of June 30, 2025, the Company had the following unsecured convertible promissory notes outstanding:
| Note Description | Balance | Classification | Terms & Features |
|---|
| 2014-2015 Notes | $ | 683,700 | Long-term | 10% annual interest; convertible at $4,200 - $9,800 /share or 50% of lowest post-issuance trade price; derivative under ASC 815. |
| OID Notes | $ | 62,275 | Long-term | Extended to June 30, 2028; convertible at lesser of $5,600/share or 50% of lowest post-issuance trade price; derivative under ASC 815. |
| 2025 Notes | $ | 1,200,000 | Long-term | 10% interest; convertible at $1,400–$5,600/share or 50% of lowest trade price; derivative liability. |
| Dec 2015 Note | $ | 167,048 | Short-term | Issued for AP; convertible at 75% of lowest 3-day average over 25-day period; reclassified from BCF to derivative under ASC 815. |
| Sept 2016 Note | $ | 430,896 | Short-term | Issued for AP; similar to Dec 2015 Note; convertible at 75% of lowest 3-day average over 25 days; derivative under ASC 815. |
| Nov 2020 Note | $ | 13,722 | Long-term | 10% interest; extended for 60 months; convertible at $0.05 or 50% of lowest post-issuance trade price; derivative under ASC 815. |
| Jan 2021 Note | $ | 60,000 | Long-term | 10% interest; extended 60 months; convertible at lesser of (a) $0.05, (b) 50% of lowest post-issuance trade price, or (c) lowest price granted; penalty for late shares. |
Derivative Liability - OriginClear
Due to variable conversion features, all OriginClear notes are treated as derivative liabilities under ASC 815. The notes are not considered conventional, and the notes do not qualify for equity classification. As of Jule 30, 2025, the derivative liability related to these notes was $10,872,389 – See Note 2 -Fair value of financial instruments.
Remeasurement each reporting period produced non-cash gains of $2,380,531 and $3,751,722 for the three and six months ended June 30, 2025, respectively, recorded in Change in derivative liability and debt conversions within other income expense.
WODI
As of December 31, 2024, WODI had $21,363,639 secured convertible promissory notes outstanding. These notes were issued in connection with prior financing agreements and included embedded derivative features. During the six months ended June 30, 2025, WODI redeemed and retired all $21,363,639 of these secured convertible notes and $3,424,338 in accrued interest through a structured exchange for subsidiary equity. The exchanges were accounting for as debt extinguishments under ASC 470 and ASC 815. The Company recognized a noncash loss on extinguishment of $8,318,588 recorded in gain (loss) on conversion of debt withing other income (expense) for the three and six months ended June 30, 2025. See Note 12 for additional information. As of June 30, 2025, WODI had no remaining secured convertible promissory notes outstanding, and all related derivative liabilities were eliminated.
During the six months ended June 30, 2025, WODI Sponsorship LLC issued unsecured convertible notes of $2,032,500. These notes bear 15% interest and mature within one year.
| 9. | Revenue from Contracts with Customers |
|---|
The Company recognized revenue in accordance with ASC 606. Equipment contracts and custom-pump station projects are satisfied over time; revenue is measured using an input-cost method that reflects the transfer of control to the customer. Component sales, service work, rental income, and training are point-in-time arrangements recognized upon shipment or completion of services. Contract losses are recorded immediately when identified. Indirect and corporate costs are expensed as incurred.
Disaggregated revenue
| Six months ended June 30 | 2025 | 2024 | ||
|---|---|---|---|---|
| Equipment Contracts | $ | 1,705,655 | $ | 1,179,317 |
| Pump Stations | 2,345 | - | ||
| Component Sales | 523,238 | 715,977 | ||
| Services Sales | 115,233 | 72,184 | ||
| Commission & Training | - | 26,500 | ||
| $ | 2,346,471 | $ | 1,993,978 |
14
Revenue recognition for other sales arrangements, such as component sales and service sales, remained materially consistent during the periods presented.
Contract balances
| Contract<br><br> assets | Contract liabilities | |||||
|---|---|---|---|---|---|---|
| Balance at December 31, 2024 | $ | 1,071,664 | $ | 3,468,227 | ||
| Revenue recognized | 941,801 | (941,801 | ) | |||
| Cash collected / reclassifications | (1,838,126 | ) | 97,012 | |||
| Balance at June 30, 2025 | $ | 175,339 | $ | 2,623,439 |
Contract assets represent revenue recognized in excess of amounts billed; contract liabilities represent billings in excess of revenue recognized. All contract balances are classified as current because they are expected to settle within the normal operating cycle of the respective contracts. No material impairment of contract assets was recorded, and no significant changes in contract-estimate methodologies occurred during the period.
| 10. | Financial Assets |
|---|
Equity Security – Water TechnologiesInternational, Inc. (“WTII”)
As of June 30, 2025, the Company held 1,100,200 shares of common stock in WTII. The investment is accounted for under ASC 321 and is measured at fair value on a recurring basis using quoted prices in an active market. (Level 1 input under ASC 820).
| **** | Fair value 12/31/2024 | Change in fair value | **** | Fair value 6/30/2025 | |||
|---|---|---|---|---|---|---|---|
| WTII common stock | $ | 31,646 | $ | (13,563 | ) | $ | 18,083 |
The $13,563 unrealized loss for the six months ended June 30, 2025, is reported in Unrealized loss on investment securities within other income (expense) in the condensed consolidated statement of operations.
| 11. | Loans Payable |
|---|
Small Business Administration (EIDL)Loan
On June 12, 2020, the Company received a $150,000 Economic Injury Disaster Loan. Principal and interest payments commenced after the initial deferral period. As of June 30, 2025, the outstanding balance was $148,616.
Related Party Loans Payable
As of June 30, 2025, the Company had two outstanding promissory notes issued to its CEO, reviewed and approved by the Board under the Company’s Related Party Transaction Policy for general corporate purposes.
The first note, issued on September 24, 2024, has a principal amount of $98,000 and accrues interest at an annual rate of 10%. Monthly payments of $9,212 began on October 24, 2024, with the full principal and any unpaid interest due on the earlier of March 24, 2025, or upon certain events of default.
The second note, issued on September 2, 2024, has a principal amount of $208,000, consisting of a $200,000 cash advance and an $8,000 loan fee. It also carries an annual interest rate of 10%, with monthly payments of $13,877 commencing on October 4, 2024.
As of June 30, 2025, the combined outstanding balance of both notes was $105,275. (see Note 14)
15
| 12. | Water on Demand, Inc. (“WODI”) |
|---|
Water on Demand, Inc. (“WODI”) is a majority-owned subsidiary of OriginClear, Inc., which held 12,171,067 of the 22,617,102 outstanding shares of WODI common stock as of June 30, 2025, representing a 53.81% ownership interest. The Company consolidates WODI’s financial results in accordance with ASC 810 (see Note 2).
Strategic Developments
On April 14, 2023, WODI acquired the MWS business unit from OriginClear, Inc. including related assets, patents, and intellectual property. Subsequently, on September 21, 2023, WODI merged with PWT, a Texas-based water solutions provider with a 20-year history in delivering commercial and industrial water treatment solutions. The combined entity operated under the WODI name for preparation for a proposed Nasdaq listing via merger with FRLA.
On December 9, 2024, the proposed business combination with FRLA was terminated due to increasing regulatory costs, extended timelines, and changing market conditions. FLRA subsequently dissolved and returned capital to its shareholders.
On May 8, 2025, WODI’s Board approved the wind-down of the MWS business unit, eliminating overlapping product lines and streamlining operations around PWT’s standardized, financeable systems. WODI no longer pursues new business under the MWS brand. (see note 3).
WODI is now focused on integrating PWT’s water purification technologies into long-term service agreements and public-private infrastructure financing vehicles, supported by WODI and its affiliates as well as other capital sources.
Convertible Notes
As of December 31, 2024, WODI had $21,363,639 secured convertible promissory notes outstanding. During the quarter ended June 30, 2025, WODI redeemed and retired the full outstanding balance of these notes and accrued interest of $3,424,338 through equity-based exchanges. The transaction was accounted for as an extinguishment of debt under ASC 470 and ASC 815, resulting in a $8,318,588 loss on extinguishment (see Note 8). As of June 30, 2025, WODI had $2,032,500 outstanding convertible secured notes.
Restricted-StockGrant Agreements
Between August 12, 2022, and August 3, 2023, WODI approved restricted-stock grant agreements covering up to 15,550,000 WODI common shares for directors, employees, and consultants. Shares vest upon the earlier of (i) WODI’s common stock being listed on a national securities exchange or (ii) the third anniversary of the grant date, subject in each case to quarterly trading-volume thresholds. No restricted shares vested during the six months ended June, 30, 2025, and no compensation expense was recognized because vesting was not considered probable under ASC 718.
| 13. | Commitments and Contingencies |
|---|
Facility Lease
The Company leases its production facility at 5225 W. Houston, Sherman, Texas, under a non-cancelable operating lease that began July 1, 2024. (see Note 4) The lease is triple-net, and the current monthly base rent is $13,313. Lease payments due after June 30, , 2025, total $551,605.
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 $50,000 as of June 30, 2025. This reserve reflects potential liabilities related to high-value components (pumps, RO membranes, and EDI modules). Management believes this reserve is adequate to cover probable warranty claims. This reserve is reviewed quarterly for adequacy.
16
Litigation
There were no material developments during the quarter in the action with Process Solutions, Inc. or other legal proceedings previously described in the Company’s Form 10-K filed April 18, 2024. Management does not believe the ultimate resolution of these matters will have a material adverse effect on the condensed consolidated financial statements.
No other commitments, guarantees, or contingent liabilities requiring disclosure were identified as of June 30, 2025.
| 14. | Related Party |
|---|
Promissory Notes to CEO
On September 24, 2024, the Company issued a promissory note to its CEO with a principal amount of $98,000. The note accrues interest at 10% per annum, with monthly payments of $9,214 scheduled to commence on October 24, 2024. On September 2, 2024, the Company issued an unsecured promissory note to its CEO with a principal amount of $208,000, which includes a $200,000 cash advance and an $8,000 loan fee. The note accrues interest at 10% per annum, with monthly payments of $13,877 beginning October 4, 2024, and is subordinate to other Company indebtedness. Both notes were reviewed and approved by the Company’s Board of Directors in accordance with the Company’s Related Party Transaction Policy, and the proceeds are intended for general corporate purposes.
Takeoff Services Inc
On September 9, 2024, certain Company officers formed Takeoff Services Inc. (“TSI”), an independent entity focused on supporting early-stage fundraising. There is no asset transfer between TSI and the Company. The parties are evaluating a potential collaboration under a non-binding MOU, which may allow the Company to identify TSI clients for possible incubation.
PPM Marketing
WODI has engaged PPM Marketing, an entity affiliated with a member of its executive team, to provide consulting and advisory services for its fundraising initiatives. These services include creative content development, funnel creation and management, lead management, and related campaign support. The arrangement is monitored in accordance with the Company’s related party transaction policy. The affiliate executive was appointed CEO of Water on Demand, Inc. effective July 1, 2025.
| 15. | Reporting Segments |
|---|
The Company reports financial results by operating segment under ASU 2023-07, “Segment Reporting (Topic 280); improvements to Reportable Segment Disclosures which enhances the existing guidance in ASC 280. The Chief Executive Officer serves as the Chief Operating Decision Maker (CODM) and evaluates segment performance based on revenue, gross profit, and operating income and allocates resources accordingly.
As of June 30, the Company had two reportable segments. PWT and MWS. PWT is a legacy Texas based engineering and fabrication company focused on commercial and industrial water treatment solutions. MWS is reported as discontinued operations. (see Note 3).
In addition to these reportable segments, two corporate categories are maintained for financial reporting. WODI Corporate, encompassing Water on Demand, Inc.’s parent-level functions such as subsidiary oversight, strategic planning, and capital formation; and OCLN Corporate, which comprises OriginClear, Inc.’s public compliance, investor relations and administrative support. Segment disclosures allocate revenues, expenses and assets in line with operational responsibility and financial control.
17
| Reportable Segments: | PWT | WODI Corporate | OCLN Corporate | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended June 30, 2025 | |||||||||||
| Revenue | $ | 941,800 | $ | - | $ | 941,800 | |||||
| Gross losst | (657,714 | ) | - | ) | (658,002 | ) | |||||
| General and administrative expenses | 13,532 | 284,650 | 728,002 | ||||||||
| Operating (loss) income | (682,943 | ) | 1,064,886 | ) | (1,714,042 | ) | |||||
| Segment assets | 2,476,297 | 165,660 | 2,713,739 | ||||||||
| Gross profit as a % of revenue | -69.84 | % | - | -69.87 | % | ||||||
| For the three months ended June 30, 2024 | |||||||||||
| Revenue | $ | 1,050,541 | $ | - | $ | 1,050,541 | |||||
| Gross profit (loss) | 642,421 | - | 642,421 | ||||||||
| General and administrative expenses | 113,447 | 109,444 | 1,548,295 | ||||||||
| Operating income (loss) | 528,974 | (109,444 | ) | ) | (905,874 | ) | |||||
| Segment assets | 1,568,957 | 449,242 | 2,269,212 | ||||||||
| Gross profit as a % of revenue | 61.15 | % | - | 61.155 | % | ||||||
| For the six months ended June 30, 2025 | |||||||||||
| Revenue | $ | 2,346,471 | $ | - | $ | 2,346,471 | |||||
| Gross profit | (152,772 | ) | - | ) | (153,348 | ) | |||||
| General and administrative expenses | 298,688 | 579,070 | 1,852,191 | ||||||||
| Operating income (loss) | (473,925 | ) | (1,048,713 | ) | ) | (2,657,110 | ) | ||||
| Segment assets | 2,476,297 | 165,660 | 2,713,739 | ||||||||
| Gross profit as a % of revenue | -6.51 | % | - | -6.54 | % | ||||||
| For the six months ended June 30, 2024 | |||||||||||
| Revenue | $ | 1,987,225 | $ | - | $ | 1,993,978 | |||||
| Gross profit (loss) | 529,918 | - | 529,918 | ||||||||
| General and administrative expenses | 315,877 | 109,444 | 3,353,049 | ||||||||
| Operating income ( loss) | 214,041 | (109,444 | ) | ) | (2,823,131 | ) | |||||
| Segment assets | 1,568,957 | 449,242 | 2,269,212 | ||||||||
| Gross profit as a % of revenue | 26.7 | % | - | % | 26.6 | % |
All values are in US Dollars.
Total segment assets of continuing operations 2,713,739 does not include assets of discontinued operations of $433,871.
18
| 16. | Subsequent Events |
|---|
Management has evaluated subsequent events in accordance with ASC 855 and has identified the following events requiring disclosure.
The equity and financing transactions occurring after June 30, 2025, and through the filing date are summarized below:
OriginClear, Inc.
Between July 10, 2025, and August 15, 2025, the Company redeemed and cancelled an aggregate of 161,532,737 shares of OCLN common stock with a fair market value of $237,500 which amount was applied as credit toward Convertible Notes of Water On Demand OZ Sponsor LLC.
On July 31, 2025, the Company issued 2,926,830 shares of OCLN common stock to a consultant in exchange for services rendered.
Water on Demand, Inc.
Between July 2, 2025, and August 15, 2025, WODI raised a total of $40,000 in proceeds through a private placement, issuing an aggregate of 250,000 shares of Series A stock and 250,000 warrants.
Between July 9, 2025, and August 15, 2025, WODI raised a total of $397,500 in proceeds through a private placement, issuing an aggregate of $397,500 in convertible promissory notes.
On July 28, 2025, the Company issued an aggregate of 148,000 shares of WODI common stock to consultants in exchange for services rendered.
On July 31, 2025, the Company issued WODI cashless warrants representing an aggregate of 141,123 shares as discretionary interest payments for investments in the Company’s Series Y offering.
Between August 4, 2025, and August 15, 2025, WODI raised a total of $11,000 in proceeds through a Regulation A offering, issuing an aggregate of 4,400 shares of Common stock and 8,800 warrants.
No other subsequent events requiring adjustment or disclosure were identified as of the filing date.
19
ITEM 2. MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10Q includes forward-looking statements (e.g., “believes,” “expects,” “may”) as defined under the Securities Act of 1933 and the Exchange Act of 1934. These are based on current expectations and are subject to risks and uncertainties that could cause actual outcomes to differ materially. The statements speak only as of the date of this report, and the Company undertakes no obligation to update them unless required by law. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report.
Overview
OriginClear, Inc. (“OriginClear,” “OCLN,” or the “Company”) was incorporated in Nevada on June 1, 2007, and now operates as the Clean Water Innovation Hub™, with a primary focus on supporting the growth and development of its majority-owned subsidiary, Water on Demand, Inc. (“WODI”).
WODI holds Progressive Water Treatment, Inc. (“PWT”), headquartered in Sherman, Texas, as its sole active revenue-producing business. PWT designs, manufactures, and services custom-engineered water treatment systems for commercial and industrial applications.
During the second quarter of 2025, the WODI Board of Directors approved the wind-down of Modular Water Systems (“MWS”), a previously active design-build unit within WODI. As of June 30, 2025, MWS is no longer in operation, and its financial results are presented as discontinued operations in this report.
Concurrently, WODI formally shifted its strategic focus from manufacturing operations to organization of a financial technology, specifically the development of its infrastructure Fund. This fund will be organized as an Opportunity Zone Fund (“OZF”) designed to finance decentralized water treatment systems in underserved communities while leveraging federal tax incentives to attract private capital. The fund has been formed but had not yet raised external capital as of June 30, 2025.
Recent Developments
On May 8, 2025, WODI executed a transition agreement with the former President of MWS to terminate the IP license, eliminate all accrued royalty obligations, and complete the MWS wind-down.
In July 2024, PWT relocated to a 12,000-square-foot production facility at 5225 W. Houston Street, Sherman, Texas, under a triple-net lease with monthly base rent of $13,313.
The Company, Water on Demand Inc., is a C-Corporation and is in the process of qualifying as a Qualified Opportunity Zone Business (“QOZB”). It also intends to create a wholly owned WODI LLC, which pays the Company to operate the business, such as administrative and contract management fees. Capital for WODI LLC is intended to be contributed by WODI QOZ Fund, designed to become a Qualified Opportunity Fund, in exchange for membership interests. The Company is also the General Partner of the fund, WODI Sponsorship LLC (“WODIS”), which is designed to earn a portion of prospective Fund distributions. The Company is currently selling and/or granting memberships in WODIS to accredited investors, while Regulation A+ investors receive common shares in The Company itself.
The WOD QOZ Fund is currently authorized to raise up to $100 million, with plans underway to increase this cap to $200 million to support expanded project demand.
20
The diagram below illustrates the organizational relationships and capital flow among OriginClear’s QOZB entities, including Water on Demand, Inc. (the QOZB), its wholly owned subsidiary (WODI LLC), the external capital-raising vehicle (WODI QOZ Fund), and the carried-interest sponsor (WODI Sponsorship LLC).
Results of Operationsfor the three months ended June 30, 2025, and 2024.
Revenue and Costof Goods Sold
Revenue for the three months ended June 30, 2025, was $941,800, compared to $1,050,541 for the same period in 2024, decreased $108,741 (10%). The decline was primarily driven by lower equipment contract revenue.
Cost of goods sold increased to $1,599,802 in 2025, from $408,120 in 2024, an increase of $1,191,682 (292%). As a result, the Company recorded a gross loss of $(658,002) compared to a profit of $642,421 in second quarter of 2024.
Selling and Marketing
Selling and marketing expenses were $328,038 for the quarter ended June 30, 2025, a decrease of $310,121 (49%) from $638,159 in 2024. The decrease reflects reduced advertising and commissions, as well as fewer project-specific marketing initiatives compared to the prior-year period.
General and AdministrativeExpenses
General and administrative expenses totaled $728,002 for the quarter, compared to $910,136 in 2024, a decrease of $182,134 (39%). Lower legal and professional fees contributed to the decrease, partially offset by increased payroll and benefit costs in the current period.
Other Income and(Expenses)
Other income (expense) for the three months ended June 30, 2025,was $(6,431,653), compared with income of $3,828,625 in 2024, a change of $(10,260,088). The swing was driven by a $(8,318,588) loss on conversion of debt (nil in 2024). A $(482,334) loss on debt issuance costs (nil in Q2 2024). A $1,030,166 gain on common-stock redemptions compared to $567,500 recorded in the second quarter of 2024 and a $(762,681) loss on the extinguishment of payables vs. a gain of $30,646 in 2024. Lastly, a $2,380,531 in derivative liability gains versus $6,173,683 in the prior year period.
Net Loss
Net loss for the three months ended June 30, 2025, was $(8,030,421) compared with net income of $2,816,084 for the same period in 2024, a change of $10,846,505. This also includes income from discontinued operations of $115,084 vs a loss of $(106,667) in the prior period. The change was driven by lower gross profit and swing in other income (expense), including reduced derivative gains and the absence of one-time favorable items recorded in the prior period.
Derivative values are highly sensitive to the Company’s stock price, volatility, interest rates, and other contractual terms: shifts in these inputs can produce significant period-to-period fluctuations in reported results.
21
Results of Operations for the six months ended June 30, 2025, and 2024.
Revenue and Costof Sales
Revenue for the six months ended June 30, 2025, was $2,346,471, compared to $1,993,978 in 2024, an increase of $352,493 (18%). The increase was driven by higher sales volumes in certain product lines.
Cost of goods sold rose to $2,499,819 from $1,464,060, an increase of $1,035,759 (71%), reflecting the higher cost base associated with the increased volume and project mix. As a result, gross profit turned to a loss of $(153,348) compared to a profit of $529,918 in 2024, and gross margin declined from 26.6% to (6.5%).
Selling and MarketingExpenses
Selling and marketing expenses for the six months ended June 30, 2025, and 2024, were $651,571, compared to $1,227,123 in 2024, a decrease of $575,552 (47%). The decrease was attributable to, lower commissions, and decreased spending on advertising and promotional campaigns.
General and AdministrativeExpenses
General and administrative expenses totaled $1,852,191 for the six months ended June 30, 2025, compared to $2,125,926 in 2024, a decrease of $273,735 (13%). The decline was driven by lower legal and professional services, partially offset by increases in payroll and benefit related costs.
Other Income and(Expenses)
Other expense for the six months ended June 30, 2025, was $(6,354,739), compared with $(10,390,163) in 2024, an improvement of $4,035,424. The change was driven by a $3,751,722 gain on remeasurement of derivative liabilities in 2025, compared to a $(6,593,511) loss in 2024, and a $(513,347**)** loss on extinguishment of payables in the current period versus a $30,646 gain in the prior year.
The 2024 period also
included a $(1,128,000) SPAC receivable impairment and a $(1,297,000) debt conversion adjustment that did not recur in 2025.
Net Loss
Net loss for the six months ended June 30, 2025, was $(8,284,297) compared with $(13,554,758) for the same period in 2024, an improvement of $5,270,461. 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.
Derivative values are highly sensitive to the Company’s stock price, volatility, interest rates, and other contractual terms: shifts in these inputs can produce significant period-to-period fluctuations in reported results.
Liquidity and CapitalResources
Overview
Liquidity reflects the Company’s ability to fund operations and meet obligations. The Company has historically relied on capital raises and continues to pursue financing through convertible notes, equity offerings, and strategic partnerships.
The financial statements
were prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and held cash of $1,202,999 as of June 30, 2025. Management believes continued investor support and access to capital markets will be necessary to sustain operations.
Summary of Cash Flows for the Six Months Ended June 30
| Category | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Net cash used in operating activities | $ | (1,632,586 | ) | $ | (2,127,954 | ) |
| Net cash used in investing activities | $ | (3,350 | ) | $ | (1,071,000 | ) |
| Net cash provided by financing activities | $ | 2,467,420 | $ | 2,952,125 | ||
| Net increase (decrease) in cash and cash equivalents | $ | 831,484 | $ | (246,829 | ) |
22
Capital Expenditures
Apart from modest tenant improvements at the Sherman facility, the Company does not anticipate significant capital expenditure over the next twelve months. However, Growth initiatives for the anticipated OZ-fund model will require external capital, which may be raised through equity or debt offerings.
Critical AccountingPolicies
The Company’s critical accounting policies, as described in its 2024 Form 10-K, remain unchanged. They include revenue recognition under ASC 606, expected-credit-loss measurement under ASC 326, fair-value accounting for derivatives under ASC 815, impairment testing for long-lived and indefinite-lived assets under ASC 360 and ASC 350, stock-based compensation under ASC 718, warranty-reserve estimation, and valuation-allowance assessment for deferred tax assets. Management’s judgments and estimates in applying these policies could materially affect the financial statements.
Trends and Outlook
Management expects revenue for the remainder of 2025 to be driven by PWT’s backlog. The wind-down of MWS eliminates a low-margin manufacturing line and allows resources to be redirected to financing activities. The Company’s ability to raise additional capital on reasonable terms will be critical to funding operations and executing its decentralized water-finance strategy.
Off-Balance SheetArrangements
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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK
The Company is a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, and is not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls andProcedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of that date. This conclusion reflects the constraints of a small finance team and the complexity and timing of certain non-routine transactions this quarter, including debt and equity conversions.
Changes in Internal Control Over FinancialReporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fiscal quarter ending June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Internal Controls
Internal controls provide reasonable, not absolute, assurance and, due to inherent limitations may not prevent or detect all misstatements. .
23
PART II
Item 1. Legal Proceedings.
On March 5, 2024, Process Solutions, Inc. (“PSI”) filed a lawsuit against PWT in the Court of Common Pleas in Hamilton County, Ohio alleging breach of contract and seeking damages. The matter has since been resolved and closed, with no resulting claims or counterclaims by either party. Otherwise, the Company has no legal proceedings.
Item 1A. Risk Factors.
Not required for a smaller reporting company.
Item 2. Unregistered Sales of EquitySecurities and Use of Proceeds.
None.
Item 3. DefaultsUpon Senior Securities.
As of the date of this filing, the Company remains in default on four preferred stock series that have reached their contractual redemption dates. The defaults comprise of the following: 50 shares of Series F Preferred Stock with an aggregate redemption price of $50,000 that became due on September 1 2020; 25 shares of Series G Preferred Stock with an aggregate redemption price of $25,000 that became due on April 30 2021; 25 shares of Series I Preferred Stock with an aggregate redemption price of $25,000 that became due between May 2 2021 and June 10 2021; and 297 shares of Series K Preferred Stock with an aggregate redemption price of $297,150 that became due between August 5 2021 and March 26 2022. The cumulative unpaid redemption obligation is $397,150. No penalties have been assessed, and no waivers or amended terms have been negotiated to date. Management plans to address these in connection with its ongoing capital-raising and liability-management efforts.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit Number | Description of Exhibit |
|---|---|
| 31.1 | Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.* |
| 31.2 | Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.* |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101.INS | Inline XBRL<br> Instance Document.* |
| 101.SCH | Inline XBRL<br> Taxonomy Extension Schema.* |
| 101.CAL | Inline XBRL<br> Taxonomy Extension Calculation Linkbase.* |
| 101.DEF | Inline XBRL<br> Taxonomy Extension Definition Linkbase.* |
| 101.LAB | Inline XBRL<br> Taxonomy Extension Label Linkbase.* |
| 101.PRE | Inline XBRL<br> Extension Presentation Linkbase.* |
| 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
| * | Filed herewith. |
| --- | --- |
24
SIGNATURES
Pursuant to the requirements 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.
August 15, 2025
| ORIGINCLEAR, INC. |
|---|
| /s/ T. Riggs Eckelberry |
| T. Riggs Eckelberry |
| Chief Executive Officer |
| (Principal Executive Officer) and |
| /s/ Prasad Tare |
| --- |
| Prasad Tare |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
25
Exhibit 31.1
CERTIFICATION
I, T. Riggs Eckelberry, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of OriginClear,<br>Inc., for the quarter ended June 30, 2025; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>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<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I<br>are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>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<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant<br>is made known to us by others, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; |
| --- | --- |
| (c) | evaluated the effectiveness of the registrant's disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>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<br>control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter<br>in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal<br>control over financial reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I<br>have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br>and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| --- | --- |
| (a) | all significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
| August 15, 2025 | /s/ T. Riggs Eckelberry |
| --- | --- |
| T. Riggs Eckelberry | |
| Chief Executive Officer<br><br>(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Prasad Tare, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of OriginClear,<br>Inc., for the quarter ended June 30, 2025; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>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<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I<br>are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>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<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant<br>is made known to us by others, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; |
| --- | --- |
| (c) | evaluated the effectiveness of the registrant's disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>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<br>control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter<br>in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal<br>control over financial reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I<br>have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br>and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| --- | --- |
| (a) | all significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
| August 15, 2025 | /s/ Prasad Tare |
| --- | --- |
| Prasad Tare | |
| Chief Financial Officer<br><br> (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION 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 Quarterly Report of OriginClear, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, T. Riggs Eckelberry, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section<br>13(a) or 15(d) of the Securities and Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents,<br>in all material respects, the financial condition and result of operations of the Company. | |
| --- | --- | |
| August 15, 2025 | By: | /s/ T. Riggs Eckelberry |
| --- | --- | --- |
| T. Riggs Eckelberry | ||
| Chief Executive Officer<br><br>(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION 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 Quarterly Report of OriginClear, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Prasad Tare, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section<br>13(a) or 15(d) of the Securities and Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents,<br>in all material respects, the financial condition and result of operations of the Company. | |
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| August 15, 2025 | By: | /s/ Prasad Tare |
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| Prasad Tare | ||
| Chief Financial Officer<br><br>(Principal Financial Officer) |