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, 2025.

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.  Currently, all production activity in the division has been shut down and the Company is in the process of finalizing the remaining balance sheet items. (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.

Joint Venture

 On September 16, 2025, the Company entered into a joint venture agreement with Block40X Inc. (“Block40X”), a Wyoming corporation, to form a Wyoming limited liability company (the “Block40X JV”). Each party holds a 50% membership interest. The purpose of the Block40X JV is to finance, develop, construct, and manage Bitcoin mining facilities in the United States.

In connection with the agreement, the Company granted Block40X restricted stock equal to approximately 5% of the Company’s common shares outstanding on the effective date, pursuant to the Company’s existing restricted stock grant agreement. The Company’s contributions consist of funding and financing activities. Block40X’s contributions consist of site origination, technical expertise, and assistance with financing and tax modeling. Additional contributions, if required, will be made pro rata or as otherwise agreed.

The Block40X JV is governed by a three-member board of managers, consisting of one representative from each party and one independent manager. Distributions of available cash will be made to members pro rata after reserves for obligations. The agreement includes standard termination provisions, including failure to meet funding milestones or material breach. Management has determined that the Block40X JV will be accounted for under the equity method in accordance with ASC 323. As of March 31, 2026, the Block40X JV had no material assets, liabilities, or operations, and no impact on the consolidated financial statements.

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”). Ownership of the Bitmern JV is allocated 60% to Bitmern Investments LLC and 40% to the Company.

The Bitmern JV is intended to finance, develop, and operate large-scale Bitcoin mining hosting facilities, beginning with a pilot project of up to 200 MW in the United States. Bitmern’s contributions include site origination, project management, hosting operations, technical expertise, and related intellectual property. The Company’s contributions consist of financing activities, capital markets strategy, and compliance support. The Bitmern JV is governed by a three-member board of managers, with each party appointing one representative and jointly selecting an independent member. Bitmern appoints the Chair and Chief Executive Officer. Major decisions, including debt incurrence, equity issuances, and material contracts, require supermajority approval.

Management has determined that the Bitmern JV will be accounted for under the equity method in accordance with ASC 323. As of March 31, 2026, the Bitmern JV had no material assets, liabilities, or operations, and no impact on the consolidated financial statements. 

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 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 joint venture is in startup planning and has no material assets, liabilities, operations, or impact on the consolidated financial statements.

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 three months ending March 31, 2026, 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. 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.