OriginClear (OCLN) files 12b-25 delaying Q1 2026 Form 10-Q; will file in five days

Rhea-AI Filing Summary

OriginClear, Inc. filed a Form 12b-25 notifying the SEC of a late Form 10-Q for the quarter ended March 31, 2026. The company states its auditors are reviewing financial information and that completing the Form 10-Q on time would impose undue hardship and expense. OriginClear says it will file the quarterly report within five (5) days after the original due date. The notice is signed by Cory Mertes, Chief Executive Officer, and is dated May 15, 2026.

Key Figures

Commission File Number: 000-53955 Quarter Ended: March 31, 2026 Filing Cure Period: five (5) days +2 more

5 metrics

Commission File Number 000-53955 Form 12b-25 header

Quarter Ended March 31, 2026 subject of the delayed Form 10-Q

Filing Cure Period five (5) days company undertakes to file within five days after original due date

Contact Telephone 727-761-1630 contact for the notification: Cory Mertes, CEO

Notice Date May 15, 2026 date the Form 12b-25 is signed

Key Terms

Rule 12b-25, Form 10-Q, unreasonable effort or expense

3 terms

Rule 12b-25 regulatory

"The reasons described in reasonable detail in Part III of this form could not be eliminated"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"financial information to be contained in registrants Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

unreasonable effort or expense legal

"could not be filed without unreasonable effort or expense"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 000-53955

(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:  March 31, 2026         

o	Transition Report on Form 10-K
o	Transition Report on Form 20-F
o	Transition Report on Form 11-K
o	Transition Report on Form 10-Q
o	Transition Report on Form N-SAR

For the Transition Period Ended: ________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:   Not applicable 

PART I - REGISTRANT INFORMATION

Full Name of Registrant: OriginClear, Inc.

Former Name if Applicable:

Address of Principal Executive Office:

600 Cleveland St., Ste 307

Clearwater FL 33755

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate). 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed period. 

The Company auditors are in the process of reviewing the financial information of the Company.  Due to unforeseeable circumstances financial information to be contained in registrants Form 10-Q for the quarter ended March 31, 2026, cannot be completed on a timely basis, without incurring undue hardship and expense due to unforeseeable circumstance.

The Company undertakes the responsibility to file such annual report no later than five (5) days after its original date.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification:  

Cory Mertes, Chief Executive Officer

Telephone: 727-761-1630

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    

x Yes   o No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    

o Yes   x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 

OriginClear, Inc., has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. 

Dated: May 15, 2026		/s/ Cory Mertes
		By: Cory Mertes
		Its: Chief Executive Officer

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FAQ

What did OriginClear (OCLN) file with the SEC?

OriginClear filed a Form 12b-25 notifying the SEC of a late Form 10-Q for the quarter ended March 31, 2026. The company cited auditor review and stated it will file the Form 10-Q within five (5) days after the original due date.

Why is OriginClear delaying its Form 10-Q for Q1 2026?

The company states its auditors are reviewing financial information and that completing the Form 10-Q timely would require undue hardship and expense. The notice characterizes these circumstances as unforeseeable and requests relief under Rule 12b-25(b).

When does OriginClear expect to submit the delayed Form 10-Q?

OriginClear undertakes to file the quarterly report no later than five (5) days after the original due date for the Form 10-Q. The 12b-25 notice itself is dated May 15, 2026.

Who can investors contact about the filing delay at OriginClear?

The contact listed is Cory Mertes, Chief Executive Officer, with telephone 727-761-1630. This person is provided as the point of contact regarding the Form 12b-25 notification and the filing status.

Will OriginClear’s delayed filing reflect a major change in results versus last year?

The notice states no—the company indicates it does not anticipate a significant change in results of operations from the corresponding period last fiscal year in the earnings statements to be included in the delayed report.