| Convertible Promissory Notes |
9. | Convertible Promissory Notes |
OriginClear, Inc. As of March 31, 2026, the outstanding unsecured convertible promissory notes are as follows: Convertible promissory notes | | $ | 2,617,692 | | Less current portion | | | 1,864,520 | | Total long-term liabilities | | $ | 753,172 | |
Maturities of long-term debt for the next five years are as follows: Period ending March 31, 2026 | | Amount | | 2027 | | $ | 60,000 | | 2028 | | | 693,172 | | | | $ | 753,172 | |
As of March 31, 2026, the Company had the following unsecured convertible promissory notes outstanding: Note Description | | Balance | | | Classification | | Terms & Features | | 2014-2015 Notes | | $ | 683,700 | | | Short-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 | | | Short-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 | | | Long-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 | | $ | 13,773 | | | Short-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 March 31, 2026, the derivative liability related to these notes was $13,037,500 – See Note 2 -Fair value of financial instruments.
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