Business Description

Organizational History OriginClear, Inc., (the “Company”, “OCLN” or “OriginClear”) was incorporated in Nevada on June 1, 2007. Initially focused on research, development, and licensing, the Company transitioned to commercialization in 2015. Our principal offices are located at 600 Cleveland St Clearwater, FL 33755. Our main telephone number is (727) 476-1330. More information is available on our website, www.OriginClear.com, however, the website content is not incorporated in this report. Overview of Business Founded as OriginOil® in 2007, OriginClear rebranded in 2015 to reflect its focus on innovation in the industrial water sector. Operating as the Clean Water Innovation Hub™ (“CWIB”), the Company incubates and launches innovative businesses that create value within the global water industry and beyond. OriginClear is fully dedicated to supporting its subsidiary, Water On Demand, Inc. (“WODI”). WODI comprises two distinct operating units, Progressive Water Treatment (“PWT”), and Water on Demand (“WOD”), the last being a development-stage business. A third operating unit, Modular Water Systems (“MWS”) was wound down in 2025 and all assets were disposed of prior to December 31,2025. A description of the operating units include: ● PWT: This unit generates the largest portion of the Company’s revenue by providing engineered water treatment solutions and custom treatment systems. ● WOD: Unit in development that aims to offer private business water self-sustainability as a service – allowing them to pay for water treatment and purification services on a per-gallon basis – a model commonly known as Design-Build-Own-Operate (“DBOO”). The Company is currently preparing for a showcase of this model. History of WODI In 2023, OriginClear consolidated three operating divisions, WOD, PWT and MWS, into WODI. Since then, WODI has developed and expanded operations and will continue to do so. Water Businesses As the Clean Water Innovation Hub™ (“CWIH”), the Company develops and incubates businesses to create value within the global water industry and related sectors. The CWIH’s mission is to establish valuable assets, spin them off into independent entities, and thereby contribute to the overall growth of the industry and beyond. Following the termination of the proposed business combination, the Company continues to focus on its core objectives. It intends to identify, develop and potentially launch new ventures, as it previously did with MWS in 2018 and WODI in 2021. The Company may also pursue strategic acquisitions, building on the experience gained from its 2015 acquisition of PWT, and is open to exploring opportunities outside the water sector. Water On Demand Through OriginClear’s subsidiary WODI, the Company is developing an outsourced water treatment business known as Water on Demand. The Water on Demand model aims to offer customers water self-sustainability as a service – allowing them to pay on a per-gallon or flat fee basis for managed wastewater treatment services. This allows the customer to manage services without incurring significant upfront capital equipment acquisition costs. This approach, generally known as DBOO, provides an alternative to conventional on-site wastewater treatment solutions requiring substantial initial investments. 1 The Company is currently evaluating opportunities for outsourced water treatment as a managed service, featuring an all-inclusive platform of services. It announced agreements with Enviromaintenance ®, a water services company, and Klir®, a utility network software provider, to support a WOD pilot program. Under this model, WODI may initially build, maintain, and service the water treatment system it finances. As the program expands, WODI intends to rely on regional water service providers to perform these functions. WODI intends to delegate the building and operation of WOD-Financed systems to regional water companies under performance contracts, thus creating a network of partners that can enable rapid scaling and establish a competitive barrier to entry. WODI is managed by Ken Berenger, CEO, James Woloszyn, COO and Cory Mertes, CFO. All C-Level executives with extensive experience in building and managing company growth. As the Company expands it will further hire staff or independent contractor resources. WODI’s other divisions, PWT, employ approximately 25 people. Overall, WODI operates as in independent company from OrginClear but there is an overlap of Board members.…