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.

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.

As of March 31, 2026, neither milestone had been met; accordingly, no new stock-based compensation expense has been recognized.

Warrants

A summary of OCLN’s warrant activity and related information for the three months ended March 31, 2026, is as follows:

At March, 31, 2026, the weighted average remaining contractual life of warrants outstanding:

WODI Warrants Issued

During the three months ended March 31, 2026, in connection with its private placement of Series A Preferred Stock, WODI issued fully vested warrants exercisable for a total of 14,738,282 shares of WODI common stock. These warrants carry an exercise price of $0.16 per share and $2.00 per share and have expiration dates ranging from January 31, 2030, through May 31, 2030. An independent valuation of these warrants at December 31, 2025 using the Black-Scholes model (volatility 28.1 % – 28.5 %; risk-free rate 3.65 % – 3.69 %; no dividend yield; common-stock FMV $0.08611) determined aggregate grant-date fair value of $129,079. As of March 31, 2026 there was no material change of these warrants.