v3.26.1
Equity
 3 Months Ended
Mar. 31, 2026
Equity  
Equity

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.

 

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 March 31, 2026, 31,500,000 shares were outstanding.

 

Redeemable Non-Convertible Preferred stock

 

At March 31, 2026, 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

per share

 

 

Dividend

rate

 

 

Convertible

 

Shares

Outstanding

 

 

Aggregate

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 March 31, 2026, 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 Stock Outstanding

 

At March 31, 2026, 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

per share

 

 

Dividend rate

 

Convertible

 

Shares

Outstanding

 

 

Aggregate

Balance

 

J

 

$1,000

 

 

none (as converted)

 

yes

 

 

210.00

 

 

$210,000

 

L

 

$1,000

 

 

none (as converted)

 

yes

 

 

315.50

 

 

 

310,500

 

M

 

$25

 

 

10% cumulative

 

no

 

 

1,068,755.00

 

 

 

1,007,493

 

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

 

 

340.00

 

 

 

340,000

 

R

 

$1,000

 

 

12% cash

 

yes

 

 

1,273.00

 

 

 

1,293,000

 

S

 

$1,000

 

 

12% cash

 

yes

 

 

95.00

 

 

 

95,000

 

U

 

$1,000

 

 

none (as converted)

 

yes

 

 

270.00

 

 

 

270,000

 

W

 

$1,000

 

 

12% cash

 

yes

 

 

611.50

 

 

 

611,500

 

Y

 

$100,000

 

 

share-of-profits

 

yes

 

 

27.45

 

 

 

2,745,227

 

Total Mezzanine Equity

 

 

 

 

 

 

 

 

1,072,112.45

 

 

$7,097,720

 

  

Restricted Stock Grants – Alternative Vesting

 

During prior periods, the Company approved restricted stock grants (“RSGs”) to certain employees and consultants under alternative vesting arrangements. In accordance with ASC 718, the Company recorded the related grant date fair value based on the closing price of the Company’s common stock on the applicable grant dates.

 

During the quarter ended March 31, 2026, no additional restricted stock grants were vested or issued under the alternative vesting program. The related obligations associated with previously approved restricted stock grants remained recorded on the Company’s books and records as of March 31, 2026.

 

OriginClear, Inc. Common Stock 

 

In Q1 2026 the Company: 

 

 

·

issued an aggregate of 89,285,716 shares for the conversion of preferred series Q stock at $0.00112 per share with a fair market value of $100,000.

 

 

 

 

·

issued an aggregate of 303,571,429 shares for the conversion of preferred series R stock at $0.0011 per share with a fair market value of $340,000.

 

 

 

 

·

issued 29,411,766 shares for the conversion of preferred series S stock at $0.001 per share with a fair market value of $30,000.

 

 

 

 

·

issued an aggregate of 152,447,092 shares for the conversion of preferred series W stock at $0.00112 per share with a fair market value of $170,000.

 

 

 

 

·

issued an aggregate of 26,069,930 shares for services at share prices ranging between $0.00067 and $0.001 with a fair market value of $22,000.

 

 

 

 

·

issued an aggregate of 2,055,558 shares for series O dividends at $0.0009 per share.

 

After these transactions, 16,226,290,399 common shares were issued and outstanding at March 31, 2026.

 

In Q1 2025 the Company:

 

 

·

issued 25,415,015 shares for services (grant-date fair value $60,804, determined using the closing price on the grant dates, at per-share prices ranging from $0.0022 - $0.034.)

 

 

 

 

·

issued 46,634,094 shares for employee bonuses (grant date fair value of $117,612, determined using the closing price on the grant dates).

 

 

 

 

·

issued 840,912 shares for Series O dividends

 

 

 

 

·

issued 3,189,000 shares in Regulation A offering for $32,209 cash.

 

The Company redeemed 83,352,197 shares of common stock at a market price of $0.01 per share with a gain in the amount of $687,678.

 

Water On Demand, Inc. Equity

 

Common Stock

 

As of March, 31, 2026, WODI had 22,781,322 shares of common stock issued and outstanding. OriginClear, Inc. held 12,171,067 of these shares, representing a 53.43% ownership interest. The remaining shares were held by unaffiliated investors.

 

Preferred Stock

 

As of March 31, 2026, WODI had three authorized series of preferred stock.

 

The table below summarizes the authorized, outstanding and key features for each class as of March 31, 2026.

 

Class

 

Shares

Authorized

 

 

Shares

Outstanding

 

 

Terms

 

Series A

 

$30,000,000

 

 

 

14,738,282

 

 

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.