OCLN / OriginClear, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

OriginClear, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1419793
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to OriginClear, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 ORIGINCLEAR, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 ORIGINCLEAR, INC.

August 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2025 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

August 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: 2025/06/30 ☐ Transition Repo

May 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2025 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended:20250331 ☐ Transition Report

April 8, 2025 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 ORIGINCLEAR, INC.

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2024 ☐ TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC.

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Trans

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2024 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

July 2, 2024 CORRESP

ORIGINCLEAR, INC. July 2, 2024

ORIGINCLEAR, INC. July 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F St NE Washington, DC 20549 [email protected] Re: OriginClear, Inc. Offering Statement on Form 1-A/A File No. 024-12439 Qualification Request Requested Date: July 5, 2024 Requested Time: 11:00 a.m. Eastern Time Mr. Kauten: Pursuant to Rule 252(e) of

June 28, 2024 PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED JUNE 27, 2024 AMENDMENT NO. 2 ORIGINCLEAR, INC. 13575 58th Street North, Suite 200 Clearwater, FL 33760 Up to 3,650,000,000 Units at $0.01 per Unit, Each Unit consisting of One Share of Common Stock and One Warrant

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 27, 2024 CORRESP

June 27, 2024

June 27, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F St NE Washington, DC 20549 Re: OriginClear, Inc.

June 13, 2024 PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED JUNE 12, 2024 ORIGINCLEAR, INC. 13575 58th Street North, Suite 200 Clearwater, FL 33760 Up to 3,650,000,000 Units at $0.01 per Unit, Each Unit consisting of One Share of Common Stock and One Warrant exercisable at

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 12, 2024 CORRESP

June 12, 2024

June 12, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F St NE Washington, DC 20549 Re: OriginClear, Inc.

May 24, 2024 EX1A-4 SUBS AGMT

UNIT PURCHASE AGREEMENT

Exhibit 4.2 UNIT PURCHASE AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUB

May 24, 2024 EX1A-4 SUBS AGMT

ORIGINCLEAR, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 4.3 THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIE

May 24, 2024 EX1A-1 UNDR AGMT

Manhattan Street Capital Reg A+ Engagement Agreement

Manhattan Street Capital Reg A+ Engagement Agreement Effective Date: 5 Feb 2024 OriginClear, Inc.

May 24, 2024 PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED MAY 23, 2024 ORIGINCLEAR, INC. 13575 58th Street North, Suite 200 Clearwater, FL 33760 $ 0.01 per Unit 3,650,000,000 Units**, Each Unit consisting of One Share of Common Stock and One Warrant exercisable at $0.01 u

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 24, 2024 EX1A-5 VOTG TRST

May 23, 2024

May 23, 2024 OriginClear, Inc 13575 58th Street North, Suite 200 Clearwater, FL 33760 Ladies and Gentlemen: We have acted as counsel to OriginClear, Inc.

May 24, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated April 18, 2024, of OriginClear, Inc.

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2024 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

April 18, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Water On Demand, Inc. Texas Water On Demand #1, Inc. Nevada Water On Demand #2, Inc. (inactive) Nevada Water On Demand #3, Inc. (inactive) Nevada Water On Demand #4, Inc. (inactive) Nevada

April 18, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

April 18, 2024 EX-4.1

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act

Exhibit 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended As of December 31, 2023, OriginClear, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $.0001 per share (“Common Stock”). Description of Common Stock The follow

April 4, 2024 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: March 28, 2024 ORIGINCLEAR, INC.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-147980 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repor

December 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2023 ☐ TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC.

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

September 28, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: September 22, 2023 ORIGINCLEAR, INC.

September 28, 2023 EX-99.1

In Amended Letter Of Intent, OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Nominate A New Target For Merger Non-binding agreement sets basis for further negotiations.

Exhibit 99.1 In Amended Letter Of Intent, OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Nominate A New Target For Merger Non-binding agreement sets basis for further negotiations. Metuchen, NJ and Clearwater, FL – September 28, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, announce that F

August 25, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2023 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

July 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: July 12, 2023 ORIGINCLEAR, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: July 12, 2023 ORIGINCLEAR, INC.

June 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 ORIGINCLEAR, INC. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 ORIGINCLEAR, INC.

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2023 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

May 1, 2023 EX-3.1

Certificate of Designation of WODI Series B Preferred Stock

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES B PREFERRED STOCK OF WATER ON DEMAND, INC. WATER ON DEMAND, INC., a corporation organized and existing under the Corporate laws of the State of Nevada (the “Company”), hereby certifies that the following resolution pertaining to its Series B Preferred Stock of the Company, par value of $0.0001 per share (the “Series B Shares

May 1, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 ORIGINCLEAR, INC.

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

April 17, 2023 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Progressive Water Treatment, Inc. Texas Water On Demand, Inc. Nevada Water On Demand #1, Inc. Nevada Water On Demand #2, Inc. Nevada Water On Demand #3, Inc. Nevada Water On Demand #4, Inc. Nevada

April 17, 2023 EX-4.1

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act*

Exhibit 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended As of December 31, 2022, OriginClear, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $.0001 per share ("Common Stock"). Description of Common Stock The follow

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-147980 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repor

March 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 ORIGINCLEAR, INC. (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 ORIGINCLEAR, INC.

February 1, 2023 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 ORIGINCLEAR, INC.

January 6, 2023 EX-99.1

OriginClear’s Water On Demand Subsidiary Signs Letter of Intent to Merge With Fortune Rise Acquisition Corporation Non-binding agreement sets basis for negotiations.

Exhibit 99.1 OriginClear’s Water On Demand Subsidiary Signs Letter of Intent to Merge With Fortune Rise Acquisition Corporation Non-binding agreement sets basis for negotiations. Metuchen, NJ and Clearwater, FL – January 5, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub™, announce that OriginClear’s subsidiary, Water

January 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): January 5, 2023 ORIGINCLEAR, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-147980 26-0287664 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

December 29, 2022 EX-99.1

OriginClear’s Water On Demand Subsidiary Closes Acquisition of Fortune Rise Sponsor, LLC

Exhibit 99.1 OriginClear?s Water On Demand Subsidiary Closes Acquisition of Fortune Rise Sponsor, LLC Clearwater, FL ? December 29, 2022 ? OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub?, announces that its subsidiary, Water On Demand, Inc. (?Water On Demand? or ?Company?) (www.waterondemand.net), has closed the acquisition of Fortune Rise Sponsor, LLC, a Delaware limited liabil

December 29, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 22, 2022 ORIGINCLEAR, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 22, 2022 ORIGINCLEAR, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-147980 26-0287664 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 27, 2022 ORIGINCLEAR, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 27, 2022 ORIGINCLEAR, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-147980 26-0287664 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 22, 2022 CORRESP

OriginClear, Inc. 12575 58th Street North, Suite 200 Clearwater, Florida 33760 December 21, 2022

CORRESP 1 filename1.htm OriginClear, Inc. 12575 58th Street North, Suite 200 Clearwater, Florida 33760 December 21, 2022 VIA EDGAR Catherine De Lorenzo United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Re: ORIGINCLEAR, INC. Registration Statement on Form S-1 Filed November 30, 2022 File No. 333-268608 REQUES

December 1, 2022 DEL AM

December 1, 2022

December 1, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

November 30, 2022 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OriginClear, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OriginClear, Inc. (Exact name of registrant as specified in its charter) Nevada 2860 26-0287664 (State of other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification Number) 13575 58th

November 30, 2022 EX-FILING FEES

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) OriginClear, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forw

November 23, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 ORIGINCLEAR, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-147980 26-0287664 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2022 ☐ TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC.

November 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea168735-nt10qoriginclear.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

October 27, 2022 EX-10.2

Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?), dated as of October 20, 2022 (the ?Execution Date?), is entered into by and between OriginClear, Inc., a Nevada corporation with its principal executive office at 13575 58th Street North, Suite 200, Clearwater, Fl 33760 (the ?Company?), and GHS Investments LLC, a Nevada limited liability company, with

October 27, 2022 EX-10.1

Equity Financing Agreement

Exhibit 10.1 EQUITY FINANCING AGREEMENT This EQUITY FINANCING AGREEMENT (the ?Agreement?), dated as of October 20, 2022 (the ?Execution Date?), is entered into by and between OriginClear, Inc., a Nevada corporation with its principal executive office at 13575 58th Street North, Suite 200, Clearwater, FL 33760 (the ?Company?), and GHS Investments LLC, a Nevada limited liability company, with office

October 27, 2022 EX-99.1

OriginClear Opens Equity Line with GHS Investments Intended to help clean up legacy shareholder commitments

Exhibit 99.1 OriginClear Opens Equity Line with GHS Investments Intended to help clean up legacy shareholder commitments Clearwater, FL ? October 25, 2022 ? OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub?, announces that it has entered an Equity Financing Agreement (the ?Agreement?) with GHS Investments (GHS). Pursuant to the Agreement, GHS has agreed to purchase up to $25.0 mil

October 27, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 ORIGINCLEAR, INC.

September 12, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 ORIGINCLEAR, INC.

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2022 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

August 11, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 ORIGINCLEAR, INC.

July 26, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 ORIGINCLEAR, INC.

July 7, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 ORIGINCLEAR, INC.

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2022 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

April 29, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 ORIGINCLEAR, INC.

April 14, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 ORIGINCLEAR, INC.

April 7, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

April 7, 2022 EX-3.41

Certificate of Designation of Series Y Preferred Stock (32)

Exhibit 3.41 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES Y CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the ?Company?), a corporation organized and existing under the Nevada Revised Statutes (the ?NRS?), and further do hereby certify: That,

April 7, 2022 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Progressive Water Treatment, Inc. Texas Water On Demand #1, Inc. Nevada Water On Demand #2, Inc. Nevada Water On Demand #3, Inc. Nevada Water On Demand #4, Inc. Nevada

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-147980 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Repor

March 1, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 ORIGINCLEAR, INC.

February 17, 2022 EX-3.1

Certificate of Designation of Series Z Preferred Stock (33)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES Z CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the ?Company?), a corporation organized and existing under the Nevada Revised Statutes (the ?NRS?), and further do hereby certify: That,

February 17, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 ORIGINCLEAR, INC.

January 10, 2022 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 ORIGINCLEAR, INC.

December 7, 2021 EX-3.1

Fourth Amended and Restated Certificate of Designation of Series V Preferred Stock (30)

EX-3.1 2 ea151914ex3-1originclear.htm FOURTH AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES V PREFERRED STOCK Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES |AND RESTRICTIONS OF THE SERIES V CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of Origin

December 7, 2021 EX-3.2

Certificate of Designation of Series Y Preferred Stock

EX-3.2 3 ea151914ex3-2originclear.htm CERTIFICATE OF DESIGNATION OF SERIES Y PREFERRED STOCK Exhibit 3.2 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES Y CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the “Company”), a corporation organized and

December 7, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 ORIGINCLEAR, INC.

November 24, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 ORIGINCLEAR, INC.

November 24, 2021 EX-99.1

ORIGINCLEAR, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

EX-99.1 3 ea151386ex99-1originclear.htm PRESS RELEASE Exhibit 99.1 OriginClear Continues Revenue and Gross Profit Growth in Q3 Revenue up 20% and Gross Profits up 87% over Q2, while operating losses narrowed. CLEARWATER, Fla., November 19, 2021-(BUSINESS WIRE)-OriginClear Inc. (OTC Pink: OCLN), a leading corporation in the self-reliant water revolution that develops outsourced pay-per-gallon progr

November 24, 2021 EX-3.1

Third Amended and Restated Certificate of Designation of Series V Preferred Stock

EX-3.1 2 ea151386ex3-1originclear.htm THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES V PREFERRED STOCK Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES V CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginCle

November 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2021 ☐ TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC.

November 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea150818-nt10qoriginclear.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

November 8, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 ORIGINCLEAR, INC.

October 6, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 ORIGINCLEAR, INC.

September 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2021 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

September 16, 2021 EX-3.1

Second Amended and Restated Certificate of Designation of Series V Preferred Stock.*

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES V CONVERTIBLE STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the ?Company?), a corporation organized and existing under the Nevada Revised Statutes (the ?NRS?), and further do here

August 17, 2021 EX-10.1

Form of Subscription Agreement

EX-10.1 3 ea145970ex10-1originclear.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.1 SUBSCRIPTION AGREEMENT Subscription Agreement between OriginClear, Inc., a Nevada corporation with its principal place of business at 13575 58th Street N, Suite 200, Clearwater, Florida 33760 (the “Company”), and the purchaser identified on the signature page to this Agreement (the “Subscriber”), and is being deliv

August 17, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 ea145970-8koriginclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisd

August 17, 2021 EX-3.1

Certificate of Designation of Series X Preferred Stock (31)

EX-3.1 2 ea145970ex3-1originclear.htm CERTIFICATE OF DESIGNATION OF SERIES X PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES X CONVERTIBLE PREFERRED STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the “Company”), a corporation organized and

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea145925-nt10qoriginclear.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2021 ☐ TRANSITION REPORT UNDER

10-Q 1 f10q0321originclear.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

July 27, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 ea144800-8koriginclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdictio

July 27, 2021 EX-3.1

Certificate of Designation of Series V Preferred Stock

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES V CONVERTIBLE STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the ?Company?), a corporation organized and existing under the Nevada Revised Statutes (the ?NRS?), and further do hereby cert

June 22, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 ORIGINCLEAR, INC.

June 2, 2021 EX-3.1

Certificate of Designation of Series U Preferred Stock (15)

EX-3.1 2 ea142100ex3-1originclear.htm CERTIFICATE OF DESIGNATION Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES U PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Bo

June 2, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 ORIGINCLEAR, INC.

June 1, 2021 EX-99.1

OriginClear’s 2020 Revenue Increased Despite COVID Disruptions Gross Profits and Operating Losses also increased

EX-99.1 2 ea142032ex99-1originclear.htm PRESS RELEASE Exhibit 99.1 OriginClear’s 2020 Revenue Increased Despite COVID Disruptions Gross Profits and Operating Losses also increased CLEARWATER, FL – May 25, 2021 – OriginClear Inc. (OTC Pink: OCLN), Pioneering Water On Demand™ and $H2O™, reported today that in its 10-K Annual Report filing, revenue for the year ended December 31, 2020 increased by 14

June 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 ORIGINCLEAR, INC.

May 21, 2021 EX-10.6

Form of Series B Warrant*

Exhibit 10.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) S

May 21, 2021 EX-14.1

Code of Ethics (38)

Exhibit 14.1 Code of Ethics CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on March 22, 2011) A. INTRODUCTION This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of OriginClear, Inc. (the ?Company?). All of our officers, directo

May 21, 2021 EX-3.37

Certificate of Designation of Series V Preferred Stock*

Exhibit 3.37 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES V CONVERTIBLE STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the ?Company?), a corporation organized and existing under the Nevada Revised Statutes (the ?NRS?), and further do hereby certify: That, pursuant

May 21, 2021 EX-21.1

Subsidiaries of the Registrant*

EX-21.1 8 f10k2020ex21-1originclear.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Progressive Water Treatment, Inc. Texas Water On Demand #1, Inc. Nevada

May 21, 2021 EX-10.4

Form of Subscription Agreement for Series R Preferred Stock*

Exhibit 10.4 SUBSCRIPTION AGREEMENT Subscription Agreement between the Company, and purchaser identified on the signature page to this Agreement (the ?Subscriber?), and is being delivered to the Subscriber in connection with its investment in OriginClear, Inc., a Nevada corporation (the ?Company?). The Company is conducting a private placement (the ?Offering?) for an amount of up to $5,000,000 of

May 21, 2021 EX-10.7

Form of Series C Warrant*

EX-10.7 6 f10k2020ex10-7originclear.htm FORM OF SERIES C WARRANT Exhibit 10.7 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FO

May 21, 2021 EX-10.5

Form of Series A Warrant*

Exhibit 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) S

May 21, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐TRANSITION REPORT PURSUANT TO SECTION

10-K 1 f10k2020originclear.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

May 18, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

May 4, 2021 EX-3.1

Certificate of Designation of Series W Preferred Stock (16)

EX-3.1 2 ea140352ex3-1originclear.htm CERTIFICATE OF DESIGNATION OF SERIES W PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES W PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to aut

May 4, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 ea140352-8koriginclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdicti

April 26, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 ORIGINCLEAR, INC.

April 20, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 1 ea139402-8koriginclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdic

April 2, 2021 NT 10-K

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

March 29, 2021 EX-3.1

Certificate of Designation of Series U Preferred Stock

EX-3.1 2 ea138575ex3-1originclearinc.htm CERTIFICATE OF DESIGNATION OF SERIES U PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES U PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to

March 29, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 ORIGINCLEAR, INC.

March 17, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 ORIGINCLEAR, INC.

March 2, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 ea136889-8koriginclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other juri

March 2, 2021 EX-3.1

Certificate of Designation of Series T Preferred Stock (14)

EX-3.1 2 ea136889ex3-1originclearinc.htm CERTIFICATE OF DESIGNATION OF SERIES T PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES T CONVERTIBLE STOCK OF ORIGINCLEAR, INC. I, T. Riggs Eckelberry, hereby certify that I am the Chief Executive Officer of OriginClear, Inc. (the “Company”), a corporation organized and existin

February 18, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 ORIGINCLEAR, INC.

February 10, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 ea135189-8koriginclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2021 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other juris

February 10, 2021 EX-10.1

Form of Exchange Agreement

Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) dated , by and among OriginClear, Inc., a Nevada corporation (the “Company”) and , a (the “Holder”). WHEREAS, the Holder is the holder of shares of Series G Preferred Stock (the “Series G Preferred Shares”) of the Company; WHEREAS, the Company and the Holder desire to have the Holder exchange its Series G Preferred Shares f

February 10, 2021 EX-3.1

Certificate of Designation of Series S Preferred Stock (28)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES S PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

January 20, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 ORIGINCLEAR, INC.

December 14, 2020 8-K

Unregistered Sales of Equity Securities - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 ORIGINCLEAR, INC.

December 3, 2020 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2020 ORIGINCLEAR, INC.

December 3, 2020 EX-99.1

OriginClear Maintains Momentum, Outpacing First Nine Months Of 2019

Exhibit 99.1 OriginClear Maintains Momentum, Outpacing First Nine Months Of 2019 Revenue for nine months ended September 30, 2020 increased over nine months ended September 30, 2019 Clearwater, FL – December 2, 2020 – OriginClear Inc. (OTCQB: OCLN), The Water Company for the New Economy™, announces that revenues and gross profits for the first nine months of 2020 outpaced the same period in 2019.

November 23, 2020 EX-3.1

Certificate of Designation of Series R Preferred Stock (27)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES R PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

November 23, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC.

November 17, 2020 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

November 5, 2020 8-K

Unregistered Sales of Equity Securities - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 ORIGINCLEAR, INC.

October 26, 2020 8-K

Unregistered Sales of Equity Securities - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 ORIGINCLEAR, INC.

October 7, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2020 ORIGINCLEAR, INC.

September 22, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2020 ORIGINCLEAR, INC.

September 9, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Results of Operations and Financial Condition, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2020 ORIGINCLEAR, INC.

September 9, 2020 EX-99.1

OriginClear Reports Increase in First Half Revenue Compared to First Half 2019, While Continuing to Reduce Operating Losses

Exhibit 99.1 OriginClear Reports Increase in First Half Revenue Compared to First Half 2019, While Continuing to Reduce Operating Losses Gains continued in Q2 despite COVID-19 lockdown CLEARWATER, FLORIDA – September 2, 2020 – OriginClear Inc. (OTCQB: OCLN), The Water Company For The New Economy™, today announces its recent 10-Q Quarterly Report, revenue for the six months ending June 30 increased

September 9, 2020 EX-10.1

Form of Exchange Agreement

Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) dated this day of , 2020, by and among OriginClear, Inc., a Nevada corporation (the “Company”) and , an individual (the “Holder”). WHEREAS, the Holder is the holder of shares of F Preferred Stock (the “Series F Preferred Shares”) of the Company; WHEREAS, the Company and the Holder desire to have the Holder exchange its Seri

August 27, 2020 EX-3.1

Certificate of Designation of Series Q Preferred Stock (26)

EX-3.1 2 ea126125ex3-1originclear.htm CERTIFICATE OF DESIGNATION OF SERIES Q PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES Q PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to aut

August 27, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2020 ORIGINCLEAR, INC.

August 19, 2020 253G2

- OFFERING CIRCULAR

Filed pursuant to Rule 253(g)(2) File No. 024-11141 FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 OFFERING CIRCULAR DATED AUGUST 18, 2020 OriginClear, Inc. 13575 58th Street North Suite 200 Clearwater, FL 33760 Phone: (323) 939-6645 www.originclear.com Up to 760,620 shares of Series M Preferred Stock Offered by Company Up to 33,979 shares of Series M Pre

August 19, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exac

August 17, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement for offering

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

August 17, 2020 EX1A-12 OPN CNSL

Consent of Sichenzia Ross Ference LLP (included in Exhibit 12.1)

Exhibit 12.1 August 17, 2020 Board of Directors OriginClear, Inc. 13575 58th Street North, Suite 200 Clearwater, FL 33760 Ladies and Gentlemen: We have acted as counsel to OriginClear, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement as amended post-qualification on Form 1-A. The offering statement covers the contemplated sale of up

August 17, 2020 PART II AND III

- POS AMENDMENT NO. 2 TO FORM 1-A

Explanatory Note OriginClear, Inc. has filed this Form 1-A/A POS solely for the purpose of filing Exhibits 4.1 and 12.1. PART III—EXHIBITS Exhibit Description 2.1 Articles of Incorporation (1) 2.2 Certificate of Change (2) 2.3 Certificate of Amendment filed with the Secretary of State of Nevada on June 14, 2012 (3) 2.4 By-laws (1) 2.5 Form of Certificate of Amendment of OriginOil, Inc. filed with

August 14, 2020 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

August 5, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 OriginClear, Inc.

July 30, 2020 PART II AND III

- PRELIMINARY OFFERING CIRCULAR

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED JULY 30, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 30, 2020 EX1A-11 CONSENT

Consent of M&K CPAS, PLLC

Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A of our report dated May 29, 2020, of OriginClear, Inc. relating to the audit of the financial statements for the period ending December 31, 2019 and the reference to our firm under the caption “Experts” in the Registration Statement. /s/ M&K CPAS, PLLC www

July 30, 2020 EX1A-11 CONSENT

Consent of Liggett & Webb, P.A.

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Regulation A Offering Statement on Form 1-A of our report dated April 25, 2019, except as to the last paragraph of Note 1, as to which the date is January 21, 2020, relating to the consolidated financial statements of OriginClear,Inc. appearing in this Regulation A Offering Statement. Our report inc

July 20, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2020 OriginClear, Inc.

July 6, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

July 6, 2020 EX-3.1

Amended and Restated Certificate of Designation of Series M Preferred Stock (28)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES M PREFERRED STOCK This Amended and Restated Certificate of Designation of OriginClear, Inc. amends and restates the Certificate of Designation of Series M Preferred Stock filed by the Company on December 11, 2019. OriginClear, In

June 30, 2020 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

June 24, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 OriginClear, Inc.

May 29, 2020 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

May 29, 2020 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Progressive Water Treatment, Inc. Texas

May 15, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 OriginClear, Inc.

May 14, 2020 NT 10-K

- NOTIFICATION OF LATE FILING FOR 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

May 7, 2020 8-K/A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

May 1, 2020 EX-3.1

Certificate of Designations of Series O Preferred Stock (25)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES O PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

May 1, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2020 ORIGINCLEAR, INC.

May 1, 2020 EX-3.2

Certificate of Designations of Series P Preferred Stock (25)

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES P PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

April 2, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 OriginClear, Inc.

March 30, 2020 253G2

OOIL / OriginClear, Inc. 253G2 - - OFFERING CIRCULAR

Filed pursuant to Rule 253(g)(2) File No. 024-11141 FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 OFFERING CIRCULAR DATED MARCH 30, 2020 OriginClear, Inc. 2535 E. University Drive McKinney, TX 75069 Phone: (323) 939-6645 www.originclear.com Up to 765,800 shares of Series M Preferred Stock Offered by Company Up to 34,200 shares of Series M Preferred Stock

March 26, 2020 CORRESP

-

OriginClear, Inc. 525 S. Hewitt Street Los Angeles, CA 90013 March 26, 2020 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OriginClear, Inc. Offering Statement on Form 1-A File No. 024-11141 Ladies and Gentlemen: OriginClear, Inc. respectfully requests that the qualification date of the offering statement referred to above be

March 24, 2020 EX1A-11 CONSENT

Consent of Liggett & Webb, P.A.

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Regulation A Offering Statement on Form 1-A/A of our report dated April 25, 2019, except as to the last paragraph of Note 1, as to which the date is January 21, 2020, relating to the consolidated financial statements of OriginClear,Inc. appearing in this Regulation A Offering Statement. Our report i

March 24, 2020 PART II AND III

OOIL / OriginClear, Inc. PART II AND III - - AMENDMENT NO. 3 TO FORM 1-A

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED MARCH 24, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 16, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 OriginClear, Inc.

March 13, 2020 PART II AND III

OOIL / OriginClear, Inc. PART II AND III - - AMENDMENT NO. 2 TO FORM 1-A

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED MARCH 13, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 13, 2020 CORRESP

-

March 13, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 6, 2020 CORRESP

-

March 6, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 6, 2020 PART II AND III

OOIL / OriginClear, Inc. PART II AND III - - AMENDED PRELIMINARY OFFERING CIRCULAR

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED MARCH 6, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 6, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement for offering (previously filed)

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

March 6, 2020 EX1A-12 OPN CNSL

Consent of Sichenzia Ross Ference LLP (previously filed) (included in Exhibit 12.1)

Exhibit 12.1 March 6, 2020 Board of Directors OriginClear, Inc. 525 S. Hewitt Street Los Angeles, CA 90013 Ladies and Gentlemen: We have acted as counsel to OriginClear, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to (i) 800,000 shares of the Company’s Serie

March 6, 2020 EX1A-11 CONSENT

Consent of Liggett & Webb, P.A. *

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Regulation A Offering Statement on Form 1-A/A of our report dated April 25, 2019, except as to the last paragraph of Note 1, as to which the date is January 21, 2020, relating to the consolidated financial statements of OriginClear,Inc. appearing in this Regulation A Offering Statement. Our report i

March 5, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2020 OriginClear, Inc.

February 20, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 OriginClear, Inc.

January 31, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2020 OriginClear, Inc.

January 21, 2020 EX1A-11 CONSENT

Consent of Liggett & Webb, P.A. *

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Regulation A Offering Statement on Form 1-A of our report dated April 25, 2019, except as to the last paragraph of Note 1, as to which the date is January 21, 2020, relating to the consolidated financial statements of OriginClear,Inc. appearing in this Regulation A Offering Statement. Our report inc

January 21, 2020 PART II AND III

OCLN / OriginClear, Inc. PART II AND III - - PRELIMINARY OFFERING CIRCULAR

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED JANUARY 21, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

January 21, 2020 EX1A-6 MAT CTRCT

Exchange Agreement (previously filed)

Exhibit 6.17 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) dated this 11th day of December, 2019, by and among OriginClear, Inc., a Nevada corporation (the “Company”) and Bountiful Capital, LLC, a Nevada limited liability company (the “Holder”). WHEREAS, the Holder is the holder of certain convertible promissory notes of the Company, including a $500,000 convertible promissory note

January 21, 2020 EX1A-6 MAT CTRCT

Broker-Dealer Agreement between the Company and Dalmore Group, LLC (previously filed)

Exhibit 6.16 Broker-Dealer Agreement This amended agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between OriginClear, Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of September 27, 2019 (the “Effective Date”): W

January 7, 2020 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2019 OriginClear, Inc.

December 17, 2019 EX-3.1

Certificate of Designation of Series M Preferred Stock (32)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGNCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES M PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation o

December 17, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2019 OriginClear, Inc.

November 21, 2019 EX-3.1

Certificate of Withdrawal of Certificate of Designation of Series D Preferred Stock (31)

Exhibit 3.1

November 21, 2019 10-Q

OCLN / OriginClear, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, I

November 15, 2019 NT 10-Q

OCLN / OriginClear, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

SEC File Number: 333-147980 CUSIP Number: 686228404 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 14, 2019 8-K

Unregistered Sales of Equity Securities

8-K 1 f8k110719originclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdicti

October 31, 2019 EX-3.1

Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada and effective October 25, 2019 (22)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION, AS AMENDED, OF ORIGINCLEAR, INC. Originclear, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Articles of Incorporation (the “Articles”) was duly adopted in accordance with Sections 78.385 and 78.390 of

October 31, 2019 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2019 OriginClear, Inc.

October 4, 2019 8-K

Changes in Registrant's Certifying Accountant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2019 OriginClear, Inc.

October 4, 2019 EX-16.1

Letter from Liggett & Webb, P.A.

Exhibit 16.1 October 2, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 30, 2019 of OriginClear, Inc. (the “Company”) and agree with the statements relating only to Liggett & Webb, P.A. contained therein. We have no basis to agree or disagree with other statements of the Company contained the

August 19, 2019 EX-99.1

Form of Restricted Stock Award Agreement

Exhibit 99.1 ORIGINCLEAR, INC. RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the “Agreement”) is made and entered into as of , (the “Effective Date”) by and between OriginClear, Inc., a Nevada corporation (the “Company”), and the person named below (the “Grantee”). Grantee: Address: Total Number of Shares to Be Granted: Fair Market Value of Shares on Effective Date: 1. Gr

August 19, 2019 EX-3.1

Certificate of Designation of Series K Preferred Stock (20)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES K PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

August 19, 2019 EX-10.1

Form of Subscription Agreement for shares of Series K and L Preferred Stock (20)

Exhibit 10.1 SUBSCRIPTION AGREEMENT Subscription Agreement between the Company, and purchaser identified on the signature page to this Agreement (the “Subscriber”), and is being delivered to the Subscriber in connection with its investment in OriginClear, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) for an amount of up to $4,000,000 of

August 19, 2019 10-Q

OCLN / OriginClear, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (

August 19, 2019 EX-3.2

Certificate of Designation of Series L Preferred Stock (20)

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES L PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

August 14, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2019 ORIGINCLEAR, INC.

August 14, 2019 NT 10-Q

OCLN / OriginClear, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q0619originclear.htm NOTIFICATION OF LATE FILING SEC File Number: 333-147980 CUSIP Number: 686228305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on Form 10-K ☐ Trans

August 1, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2019 ORIGINCLEAR, INC.

July 23, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2019 ORIGINCLEAR, INC.

June 19, 2019 EX-99.1

OriginClear, Inc. Names Tom Marchesello Chief Operating Officer

Exhibit 99.1 OriginClear, Inc. Names Tom Marchesello Chief Operating Officer Charged with scaling up the company’s modularized water treatment model Los Angeles, CA – June 13, 2019 –OriginClear Inc. (OTC: OCLN), a leading provider of water treatment solutions, reported today that distinguished military veteran, financier and technologist Tom Marchesello, the driving force behind developing the Mod

June 19, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 ORIGINCLEAR, INC.

June 6, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2019 ORIGINCLEAR, INC.

May 21, 2019 10-Q

OCLN / OriginClear, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147980 ORIGINCLEAR, INC. (Exa

May 15, 2019 NT 10-Q

OCLN / OriginClear, Inc. NT 10-Q NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q0319originclearinc.htm NOTIFICATION OF LATE FILING SEC File Number: 333-147980 CUSIP Number: 686228305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ T

May 6, 2019 EX-99.1

OriginClear’s 2018 Revenue Increased, While Operating Losses Narrowed

Exhibit 99.1 OriginClear’s 2018 Revenue Increased, While Operating Losses Narrowed Q1 purchase orders reached more than $2 million. Los Angeles, CA – April 30, 2019 – OriginClear Inc. (OTC: OCLN), a leading provider of water treatment solutions, reported today that in its 10-K Annual Report filing, 2018 Revenue increased by 38% to $4,637,698 over 2017, and gross profit increased by 78% to $1,153,6

May 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 ORIGINCLEAR, INC.

April 25, 2019 EX-3.25

Certificate of Amendment filed with the Secretary of State of Nevada on April 23, 2019 (19)

Exhibit 3.25 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION, AS AMENDED, OF ORIGINCLEAR, INC. Originclear, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Articles of Incorporation (the “Articles”) was duly adopted in accordance with Sections 78.385 and 78.390 of

April 25, 2019 10-K

OCLN / OriginClear, Inc. 10-K (Annual Report) ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147980 ORIGINCLEAR, INC. (Exact

April 25, 2019 EX-10.14

Form of Subscription Agreement (19)

EX-10.14 3 f10k2018ex10-14originclear.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.14 SUBSCRIPTION AGREEMENT Subscription Agreement between the Company, and purchaser identified on the signature page to this Agreement (the “Subscriber”), and is being delivered to the Subscriber in connection with its investment in OriginClear, Inc., a Nevada corporation (the “Company”). The Company is conducting

April 9, 2019 EX-3.1

Certificate of Designation of Series I Preferred Stock (18)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES I PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

April 9, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2019 ORIGINCLEAR, INC.

April 9, 2019 EX-3.2

Certificate of Designation of Series J Preferred Stock (18)

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES J PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

April 3, 2019 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k032819originclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2019 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdict

April 3, 2019 EX-99.1

In Preliminary Guidance, OriginClear Reports Revenue Growth of Its Texas Subsidiary

Exhibit 99.1 In Preliminary Guidance, OriginClear Reports Revenue Growth of Its Texas Subsidiary Progressive Water Treatment’s Revenues grew approx. 37%, while Gross Profits increased about 80% to nearly $1 million. Los Angeles, CA – March 28, 2019 – OriginClear Inc. (OTC/QB: OCLN), a leading provider of water treatment solutions, today issued its preliminary guidance for year-over-year revenue fo

April 1, 2019 NT 10-K

OCLN / OriginClear, Inc. NOTIFICATION OF LATE FILING

SEC File Number: 333-147980 CUSIP Number: 686228 305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 20, 2019 EX-10.1

Settlement Agreement between the Company and Auctus Fund, LLC (30)

Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter the “Settlement Agreement” or the “Agreement”), is entered into as of the 13th day of March, 2019 (hereinafter the “Effective Date”), between and among Auctus Fund, LLC (hereinafter “Auctus” or the “Fund”), a Delaware limited liability company, on the one hand, and OriginC

March 20, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2019 ORIGINCLEAR, INC.

March 12, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2019 ORIGINCLEAR, INC.

March 1, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k022519originclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2019 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdict

February 6, 2019 EX-10.2

Form of Subscription Agreement (29)

Exhibit 10.2 SUBSCRIPTION AGREEMENT Subscription Agreement between the Company, and purchaser identified on the signature page to this Agreement (the “Subscriber”), and is being delivered to the Subscriber in connection with its investment in OriginClear, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) for an amount of up to $2,000,000 of

February 6, 2019 EX-10.1

Settlement Agreement between the Company and PowerUp Lending Group, Ltd. (29)

Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into January 30, 2019, by and between POWERUP LENDING GROUP, LTD. ("PowerUp"), a corporation formed and existing pursuant to the laws of the State of Virginia and having a principal place of business located at 111 Great Neck Road, Suite 216, Great Neck, New York 11021, on the one hand, and ORIGINCLEA

February 6, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2019 (October 23, 2018) ORIGINCLEAR, INC.

January 22, 2019 EX-3.1

Certificate of Designation of Series G Preferred Stock (17)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES G PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation

January 22, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8k011619originclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2019 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdicti

January 9, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2018 ORIGINCLEAR, INC.

December 18, 2018 EX-99.1

OriginClear Newsletter to Shareholders

Exhibit 99.1

December 18, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 f8k121418originclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2018 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdict

December 10, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2018 ORIGINCLEAR, INC.

November 21, 2018 10-Q

OCLN / OriginClear, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2018 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: ORIGINCLEAR, INC. (Exact name

November 15, 2018 NT 10-Q

OCLN / OriginClear, Inc. NOTIFICATION OF LATE FILING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Expires: November 30, 2018 Estimated average burden hours per response. . . . . . . . 2.50 FORM 12b-25 SEC FILE NUMBER 333-147980 NOTIFICATION OF LATE FILING CUSIP NUMBER 686228305 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For

November 13, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 ORIGINCLEAR, INC.

November 7, 2018 8-K

Unregistered Sales of Equity Securities

8-K 1 f8k103118originclearinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2018 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada 333-147980 26-0287664 (State or other jurisdi

October 29, 2018 EX-99.1

OriginClear Expresses Satisfaction with Growth of New Modular Division

Exhibit 99.1 OriginClear Expresses Satisfaction with Growth of New Modular Division Modular Water is “Basis of Design” on 20 out of 21 current or prospective contracts. Los Angeles, CA – October 23, 2018 – OriginClear Inc. (OTC/QB: OCLN), a leading provider of water treatment solutions, reported today that the Board expressed satisfaction with the performance of its new operating division, Modular

October 29, 2018 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 ORIGINCLEAR, INC.

October 15, 2018 EX-99.1

525 S. Hewitt St., Los Angeles, CA 90013 | Phone: (323) 939-6645 | Fax: (323) 315-2300 | www.originclear.com A leading provider of water treatment solutions.

Exhibit 99.1 3rd Quarter, 2018 Dear Loyal Shareholder, It’s been a long time since I updated you, and there’s lots to catch you up on! We are definitely growing as a company, while working on further acquisitions. Progressive Water Makes Strides Revenue at the half-year mark doubled year over year for our Dallas- based subsidiary, Progressive Water Treatment (www.progressivewater. com). And Marc's

October 15, 2018 8-K

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2018 ORIGINCLEAR, INC.

October 4, 2018 8-K

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 ORIGINCLEAR, INC.

September 27, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2018 ORIGINCLEAR, INC.

September 18, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2018 ORIGINCLEAR, INC.

September 7, 2018 8-K

Unregistered Sales of Equity Securities

8-K 1 f8k083118originclear.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2018 ORIGINCLEAR, INC. (Name of registrant as specified in its charter) Nevada (State or other jurisdiction of Incorporation or

September 4, 2018 8-K

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2018 ORIGINCLEAR, INC.

September 4, 2018 EX-99.1

OriginClear’s Texas Unit Doubles Its Revenues In First Half of 2018

Exhibit 99.1 OriginClear’s Texas Unit Doubles Its Revenues In First Half of 2018 Gross profit for Progressive Water Treatment division quadruples. Los Angeles, CA – August 30, 2018 – OriginClear Inc. (OTC/QB: OCLN), a leading provider of water treatment solutions, reported today that revenue at the half-year mark doubled year over year for its Dallas-based subsidiary, Progressive Water Treatment (

August 28, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2018 ORIGINCLEAR, INC.

August 20, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 ORIGINCLEAR, INC.

August 20, 2018 EX-10.1

Form of Subscription Agreement for Series E Preferred Stock (28)

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this day of , 2018, by and between OriginClear, Inc., a Nevada corporation (the “Company”), and the undersigned set forth on the signature page hereto (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering up to a 4,000,000 Shares of its Series E Convertible Preferred Stock (“Shares”)

August 20, 2018 EX-3.2

Certificate of Designation of Series F Preferred Stock (16)

EX-3.2 3 f8k081418ex3-2originclear.htm CERTIFICATE OF DESIGNATION ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES F PREFERRED STOCK Exhibit 3.2 CERTIFICATE OF DESIGNATION OF ORIGINCLEAR, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES F PREFERRED STOCK OriginClear, Inc. (the “Company”), a corporation organized

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