# Originclear, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Originclear, Inc.](/companies/ocln.md) (CIK 1419793)
- Form: 10-Q
- Filed: 2026-05-29
- Accepted by EDGAR: May 29, 2026, 14:22 ET
- Period: 2026-03-31
- Accession: 0001096906-26-000879
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1419793/000109690626000879/ocln_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1419793/000109690626000879/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $2.0m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $1.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-01-01 to 2026-03-31 | $554.1k | us-gaap:GrossProfit |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$501.4k | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $84.2k | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$2.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 16,176,835,311 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $1.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $0 | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $3.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $4.4m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $5.1m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $26.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $27.5m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | −$29.6m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 10,729 characters.

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 focuses primarily on supporting the growth and development of its majority-owned subsidiary, Water On Demand, Inc. (“WODI”).Water On Demand

WODI has a wholly owned subsidiary PWT Tech 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 March 31, 2026, 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 toward the development of a water infrastructure financing platform, including its Opportunity Zone Fund strategy. The fund structure was designed to support financing for decentralized water treatment systems in underserved communities while utilizing available federal tax incentive structures. The fund had been formed but had not raised external capital as of March 31, 2026.

### Recent Developments

On October 14, 2025, the Company announced its intent to form a strategic joint venture with Georgetown, Texas-based Enviromaintenance to deploy and operate mobile wastewater treatment plants throughout Texas. The partnership is designed to serve industrial customers with immediate water treatment needs, particularly in areas where centralized services are limited or unavailable.

This new venture builds on prior collaboration plans for the sale of standardized systems within the Greater Central Texas Region, spanning from Waco to San Antonio. Under the proposed structure, Water On Demand, through its affiliate, will provide capital for the acquisition of waste removal and recycling mobile vacuum trucks, while Enviromaintenance will purchase, operate, and manage these units utilizing its proprietary wastewater treatment technology within an exclusive Texas territory.

Water On Demand, Inc. is a C-Corporation and its subsidiary, WODI LLC, as a Qualified Opportunity Zone Business (“QOZB”). It also created a wholly owned subsidiary WODI Sponsor LLC, which operates the business, and performs functions such as administration and contract management. Capital for WODI Sponsor LLC will be raised by selling membership units in the entity to limited partners. WODI is the General Partner of WODI Sponsor LLC. The WOD QOZ Fund was established to support future project-related capital raising activities.

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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).

### Joint Venture

On September 16, 2025, the Company entered into a joint venture 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 the Company’s outstanding common shares. The Block40X JV had no material operations, assets, or liabilities as of March 31, 2026 and will be accounted for under the equity method of accounting.

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”). Under the agreement, Bitmern holds a 60% ownership interest, and the Company holds 40%. The purpose of the Bitmern JV is to pursue potential digital infrastructure and hosting opportunities in the United States. Bitmern contributes technical expertise, project management, hosting operations, and related intellectual property, while the Company contributes financing activities, capital markets strategy, and compliance support. The Bitmern JV had not commenced material operations as of March 31, 2026 and is accounted for under the equity method of accounting.

During the fourth quarter of 2025, the Company formed OriginSpark Holdings LLC (“OriginSpark”), a Wyoming limited liability company, to pursue potential investments and joint venture opportunities related to digital infrastructure and data center development activities. Investments in OSH will also get percentage ownership in the Bitmern and Block40X JV’s. As of March 31, 2026, OriginSpark was in process of raising capital and has no operating activity.

On January 27, 2026, the Company, through Water On Demand, Inc., entered into a separate joint venture arrangement with a third party to pursue mobile water treatment infrastructure opportunities through a Texas-based entity. The joint venture is structured as a 50/50 owned entity with shared governance between the parties. Management has determined that the joint venture will be accounted for under the equity method in accordance with ASC 323. As of March 31, 2026, the venture had no material assets, liabilities, operations, or impact on the consolidated financial statements.

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### Results of Operations for the three months ended March 31, 2026 and 2025.

### Revenue and Cost of Goods Sold

Revenue for the three months ended March 31, 2026, was $2,002,880, compared to $1,404,671 for the same period in 2025, increased $598,209 (43%). The increase was primarily driven by higher equipment contracts and pump station sales revenue.

Cost of goods sold increased to $1,448,752 in 2026, from $900,017 in 2025, an increase of $548,735 (61%). As a result, the Company recorded a gross profit of $554,128 compared to a profit of $504,654 in the first quarter of 2025.

### Selling and Marketing

Selling and marketing expenses were $406,862 for the quarter ended March 31, 2026, an increase of $83,329 (26%) from $323,533 in 2025. The increase reflects increased advertising and commissions, as well as more project-specific marketing initiatives compared to the prior-year period.

### General and Administrative Expenses

General and administrative expenses totaled $648,630 for the quarter, compared to $1,112,072 in 2025, a decrease of $463,442 (42%). Lower legal and professional fees contributed to the decrease as well as decreased payroll and benefit costs in the current period.

### Other Income and (Expenses)

Other income (expense) for the three months ended March 31, 2026 was $(1,572,166), compared to $76,914 in 2025, a change of $(1,649,080). The swing was primarily driven by a $909,505 loss on change in derivative liability and a $320,000 loss on debt conversion

### Net Loss

Net loss for the three months ended March 31, 2026, was $(2,073,530) compared with net loss of $(767,034) for the same period in 2025, a change of $1,306,496. The change was primarily driven by an increase in derivative losses and higher expenses associated with debt conversions.

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 Capital Resources

### 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 $3,310,171 as of March 31, 2026. Management believes continued investor support and access to capital markets will be necessary to sustain operations.

### Summary of Cash Flows for the Three Months Ended March 31

| Category | 2026 | 2025 |
| --- | ---: | ---: |
| Net cash used in operating activities | $1,512,493 | $(221,342) |
| Net cash used in investing activities | $- | $(7,500) |
| Net cash provided by financing activities | $969,671 | $1,576,522 |
| Net increase (decrease) in cash and cash equivalents | $2,482,164 | $1,347,680 |

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### 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 Accounting Policies

The Company’s critical accounting policies, as described in its 2025 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 2026 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 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.

## Market risk

As filed, 976 characters.

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.

## Controls and procedures

As filed, 1,269 characters.

### Evaluation of Disclosure Controls and Procedures

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 Financial Reporting

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 March 31, 2026, 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.

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Filed May 29, 2026.
Source: SEC EDGAR, the filing index for accession 0001096906-26-000879. Last ingested by Listed: Oct 24, 2026, 15:09 ET. No prices; not investment advice.