OriginClear's Revenue Jumps 57%, But Net Loss Doubles Amid Bitcoin Pivot

TL;DR

**OCLN's revenue growth is overshadowed by a doubling net loss and a risky pivot to Bitcoin mining, making it a speculative bet with significant downside.**

AI Summary

OriginClear, Inc. (OCLN) reported a significant increase in revenue for the nine months ended September 30, 2025, reaching $4,055,252, up from $2,577,468 in the prior year, representing a 57.3% increase. Despite this revenue growth, the company's net loss attributable to OCLN widened substantially to $(31,431,668) for the nine months ended September 30, 2025, compared to $(15,974,745) in the same period of 2024. This increased loss was primarily driven by a $(8,318,588) loss on conversion of debt and a $(861,083) preferred stock incentive expense. Operating expenses decreased to $3,304,743 from $5,623,354, a 41.2% reduction, mainly due to lower selling and marketing and general and administrative expenses. The company's total assets decreased from $4,990,539 at December 31, 2024, to $2,745,525 at September 30, 2025, while total liabilities decreased from $52,290,405 to $27,519,856. OCLN entered into two joint ventures for Bitcoin mining, Block40X JV and Bitmern JV, in September 2025, marking a strategic diversification. The company continues to face substantial doubt about its ability to continue as a going concern due to recurring losses and negative operating cash flows.

Why It Matters

OriginClear's strategic pivot into Bitcoin mining, evidenced by the Block40X JV and Bitmern JV, signals a significant shift from its core water treatment business, potentially impacting investor perception and competitive positioning in both sectors. While revenue growth in its water segment is positive, the escalating net loss and persistent 'going concern' warning from auditors highlight severe financial instability, posing a high risk for investors. Employees may face uncertainty given the strategic shift and financial pressures. For customers, the focus on new ventures could divert resources from the primary water treatment operations, potentially affecting service quality or innovation. The broader market will watch to see if this diversification can stabilize the company or if it further strains its already precarious financial state.

Risk Assessment

Risk Level: high — The company explicitly states that its auditors have expressed "substantial doubt about its ability to continue as a going concern" due to "recurring losses, negative operating cash flows and significant liquidity constraints." The net loss attributable to OCLN widened to $(31,431,668) for the nine months ended September 30, 2025, from $(15,974,745) in the prior year, indicating worsening financial performance. Additionally, the company's common stock outstanding increased dramatically from 1,672,117,519 shares at December 31, 2024, to 15,473,735,128 shares at September 30, 2025, suggesting significant dilution.

Analyst Insight

Investors should exercise extreme caution and consider divesting OCLN shares due to the severe going concern risk and substantial shareholder dilution. The strategic pivot to Bitcoin mining introduces new, unproven risks for a company already struggling financially. Potential investors should avoid OCLN until there is clear evidence of sustained profitability and a resolution to its liquidity issues.

Financial Highlights

revenue

$4.06M

total Assets

$2.75M

total Debt

$27.52M

net Income

$(31.43M)

cash Position

$756,729

revenue Growth

+57.3%

Revenue Breakdown

Key Numbers

• $4.06M — Revenue (Increased by 57.3% for the nine months ended September 30, 2025, compared to $2.58M in 2024.)
• $(31.43M) — Net Loss Attributable to OCLN (Widened significantly from $(15.97M) in the prior year, indicating worsening profitability.)
• 15.54B — Common Shares Outstanding (Increased dramatically from 1.67B at December 31, 2024, suggesting substantial shareholder dilution.)
• $2.75M — Total Assets (Decreased from $4.99M at December 31, 2024, reflecting asset reduction.)
• $27.52M — Total Liabilities (Decreased from $52.29M at December 31, 2024, primarily due to a reduction in derivative liabilities and convertible secured promissory notes.)
• $(8.32M) — Loss on Conversion of Debt (A significant non-operating expense contributing to the increased net loss for the nine months ended September 30, 2025.)
• $2.04M — Change in Derivative Liability and Debt Conversions (A gain for the nine months ended September 30, 2025, partially offsetting other losses.)
• $(2.33M) — Net Cash Used in Operating Activities (Continued negative operating cash flow, contributing to the going concern doubt.)
• $2.75M — Net Cash Provided by Financing Activities (Primary source of liquidity, including $1.55M from common stock issuance and $1.29M from affiliate funding.)
• $756,729 — Cash and Cash Equivalents (Increased from $371,515 at December 31, 2024, but remains a low absolute amount.)

Key Players & Entities

• ORIGINCLEAR, INC. (company) — registrant
• Water On Demand, Inc. (company) — primary operating subsidiary
• Progressive Water Treatment, Inc. (company) — WODI's only active business unit
• Block40X Inc. (company) — joint venture partner for Bitcoin mining
• Bitmern Investments LLC (company) — joint venture partner for Bitcoin mining
• SEC (regulator) — U.S. Securities and Exchange Commission
• $4,055,252 (dollar_amount) — revenue for nine months ended September 30, 2025
• $(31,431,668) (dollar_amount) — net loss attributable to OCLN for nine months ended September 30, 2025
• 15,535,055,885 (dollar_amount) — shares of common stock outstanding as of November 19, 2025
• $12,616,080 (dollar_amount) — total Level 3 derivative liabilities as of September 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern due to recurring net losses and negative operating cash flows. For the nine months ended September 30, 2025, the net loss attributable to OCLN widened to $(31.43M) from $(15.97M) in the prior year, and net cash used in operating activities was $(2.33M).
• Significant Debt and Dilution [high — financial]: The company has a substantial amount of liabilities, although total liabilities decreased from $52.29M to $27.52M. However, the number of common shares outstanding increased dramatically from 1.67B to 15.54B, indicating significant dilution for existing shareholders.
• Loss on Debt Conversion [high — financial]: A substantial loss of $(8.32M) on the conversion of debt contributed significantly to the widened net loss in the nine months ended September 30, 2025. This highlights the financial strain and cost of debt restructuring.
• Strategic Shift and Deactivation [medium — operational]: The company deactivated its Modular Water Systems (MWS) division in Q2 2025 as part of a strategic shift away from direct equipment competition. While this reduced operating expenses, it signifies a change in business focus and potential write-offs.
• Low Cash Position [medium — financial]: Despite an increase in cash and cash equivalents to $756,729 from $371,515 at December 31, 2024, the absolute amount remains low relative to the company's liabilities and operational needs.
• Diversification into Bitcoin Mining [medium — market]: The company entered into two joint ventures for Bitcoin mining in September 2025. While this represents diversification, it introduces exposure to the volatile cryptocurrency market and new operational complexities.

Industry Context

OriginClear operates in the water treatment solutions sector through its subsidiary WODI, focusing on custom solutions for commercial and industrial clients. The company has also diversified into Bitcoin mining via joint ventures. The water treatment industry is characterized by regulatory compliance and demand for efficient, sustainable solutions, while the Bitcoin mining industry is highly volatile and energy-intensive.

Regulatory Implications

The company's financial condition, including the going concern doubt, may attract scrutiny from regulators. The diversification into Bitcoin mining also brings exposure to evolving cryptocurrency regulations in the US and globally.

What Investors Should Do

1. Monitor cash burn and financing activities closely.
2. Evaluate the strategic rationale and execution of the Bitcoin mining ventures.
3. Analyze the impact of debt conversion and ongoing debt obligations.
4. Assess the sustainability of revenue growth against increasing losses.

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 — Reporting period showing significant revenue growth but a substantially widened net loss and reduced assets/liabilities.
• 2025-09-16: Joint Venture Agreements for Bitcoin Mining — Marks a strategic diversification into the cryptocurrency mining sector with Block40X JV and Bitmern JV.
• 2025-05-08: WODI Board approved wind-down of MWS division — Strategic shift away from direct equipment competition, leading to reduced operating expenses but also asset disposal.
• 2025-01-01: Beginning of the fiscal year 2025 — Sets the stage for the financial performance and strategic changes observed throughout the year.
• 2024-12-31: End of fiscal year 2024 — Baseline for comparison of assets and liabilities at the start of the current reporting period.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt, it must be disclosed. (The company's ability to continue operating is in doubt due to recurring losses and negative cash flows.)

Loss on Conversion of Debt

A non-cash expense recognized when debt is converted into equity at a value higher than its carrying amount. (A significant $(8.32M) loss from this item contributed to the widened net loss for the period.)

Derivative Liabilities

Liabilities arising from financial contracts whose value is derived from an underlying asset, index, or rate. (These liabilities decreased from $14.65M to $12.62M, contributing to the overall reduction in total liabilities.)

Convertible Secured Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity, secured by company assets. (These notes represent a significant portion of the company's debt, with a substantial reduction noted in the current period.)

Accumulated Deficit

The cumulative net losses of a company since its inception that have not been offset by net income. (The accumulated deficit increased to $(168.83M) from $(137.39M), reflecting ongoing profitability challenges.)

Noncontrolling Interest

The portion of equity in a subsidiary that is not attributable to the parent company. (This account saw a significant swing from a deficit of $(3.03M) to a positive $16.78M, indicating changes in ownership structure or accounting for subsidiaries.)

Equity Method of Accounting

An accounting method where an investment in another company is initially recorded at cost and adjusted thereafter for the investor's share of the investee's net income or loss. (Used for the new Bitcoin mining joint venture, indicating a significant stake but not full control.)

Year-Over-Year Comparison

Compared to the prior year, OriginClear, Inc. (OCLN) has demonstrated a significant 57.3% increase in revenue for the nine months ended September 30, 2025, reaching $4.06M. However, this top-line growth has been overshadowed by a substantial widening of the net loss to $(31.43M) from $(15.97M), largely due to non-operating expenses like debt conversion losses. While operating expenses decreased by 41.2%, the overall financial health remains precarious, evidenced by a continued going concern doubt and a dramatic increase in common shares outstanding, indicating significant dilution.

Key Financial Figures

• $0.0001 — 5,885 shares of common stock, par value $0.0001 per share, issued and outstanding. TAB

Filing Documents

• ea0265420-10q_origin.htm (10-Q) — 886KB
• ea026542001ex31-1_origin.htm (EX-31.1) — 10KB
• ea026542001ex31-2_origin.htm (EX-31.2) — 10KB
• ea026542001ex32-1_origin.htm (EX-32.1) — 4KB
• ea026542001ex32-2_origin.htm (EX-32.2) — 4KB
• image_001.jpg (GRAPHIC) — 39KB
• 0001213900-25-112670.txt ( ) — 6842KB
• ocln-20250930.xsd (EX-101.SCH) — 71KB
• ocln-20250930_cal.xml (EX-101.CAL) — 64KB
• ocln-20250930_def.xml (EX-101.DEF) — 340KB
• ocln-20250930_lab.xml (EX-101.LAB) — 620KB
• ocln-20250930_pre.xml (EX-101.PRE) — 364KB
• ea0265420-10q_origin_htm.xml (XML) — 714KB

Financial Statements

Financial Statements. 1 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 24 Item 4.

Controls and Procedures

Controls and Procedures. 24 PART II 25 Item 1. Legal Proceedings. 25 Item 1A. Risk Factors. 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 25 Item 3. Defaults Upon Senior Securities. 25 Item 4. Mine Safety Disclosures. 25 Item 5. Other Information. 25 Item 6. Exhibits. 25

- FINANCIAL

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS ORIGINCLEAR, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 2025 December 31, 2024 (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 756,729 $ 371,515 Contracts receivable, net 834,256 2,404,545 Investment in marketable securities, at fair value 22,604 31,646 Contract assets 375,943 1,071,664 Prepaid assets and other current assets 89,235 - Assets of discontinued operations 66,102 452,656 Total Current Assets $ 2,144,869 $ 4,332,026 Property and equipment, net 73,837 55,869 Other Assets Security deposit 18,000 19,051 Investment in marketable securities, at fair value 3,200 3,200 Operating lease right of use asset (Note 4) 505,619 580,393 Total Other Assets 526,819 602,644 TOTAL ASSETS $ 2,745,525 $ 4,990,539 LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities Accounts payable $ 2,395,275 $ 1,742,397 Accrued expenses 2,270,760 5,299,519 Cumulate dividends payable on preferred stock 470,079 589,768 Contract liabilities 2,670,080 3,468,227 Operating lease liabilities 79,792 96,113 Warranty reserve 50,000 50,000 Loans payable 147,418 150,000 Related party loan 69,654 238,046 Tax liability 83(b) 13,600 13,600 Derivative liabilities 12,616,080 14,651,326 Redeemable non- convertible preferred stock, 397.15 shares issued and outstanding across four series (Note 5) 397,150 397,150 Convertible secured promissory notes (Note 8) 3,195,580 21,363,639 Convertible promissory notes 597,944 597,944 Liabilities discontinued operations (Note 3) 79,548 1,111,805 TOTAL CURRENT LIABILTIES $ 25,052,960 $ 49,769,534 Long-Term Liabilities Convertible promissory notes, net of current 2,019,748 2,019,748 Operating lease liabilities, net of current 447,148 501,123 TOTAL LONG-TERM LIABILITIES 2,466,896 2,520,871 TOTAL LIABILITIES $ 27,519,856 $ 52,290,405 COMMITMENTS AND

Financial Statements

Financial Statements (unaudited) 1. Organization and Line of Business The accompanying unaudited condensed consolidated financial statements of OriginClear, Inc. ("OCLN" or the "Company") have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), including Regulation S-X, Rule 10-01. These financial audited consolidated financial statements and notes included in its Form 10-K for the year ended December 31, 2024. Subsidiaries The Company's primary operating subsidiary is Water On Demand, Inc. ("WODI"), formed on September 21, 2023, through the merger of Progressive Water Treatment, Inc. ("PWT") with a newly created majority-owned entity. PWT, acquired by OCLN in 2015, remains WODI's only active business unit. PWT engineers and manufactures custom water treatment solutions for commercial and industrial customers. The Modular Water Systems ("MWS") division, previously focused on pre-fabricated infrastructure for decentralized treatment, was fully deactivated during the second quarter of 2025. On May 8, 2025, WODI's Board approved the wind-down of MWS as part of a strategic shift away from direct equipment competition. Disposal of remaining MWS assets was completed as of September 30, 2025. (See Note 3.) Water On Demand #1, Inc. ("WOD #1") is a Delaware statutory series entity managed by the Company. Capital raised under the Company's ongoing Series Y offering is aggregated in WOD #1 and advanced to WODI through intercompany transactions which are eliminated in consolidation. During the quarter ended June 30, 2025, the Company completed the formal dissolution of its inactive subsidiary OriginClear Technologies Ltd. ("OCHK"), a Hong Kong entity with no ope

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