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
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| Transition Report on Form 10-K
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| Transition Report on Form 20-F
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| Transition Report on Form 11-K
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| Transition Report on Form 10-Q
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| Transition Report on Form N-SAR
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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.
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Former Name if Applicable:
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Address of Principal Executive Office:
600 Cleveland St., Ste 307
Clearwater FL 33755
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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).
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| The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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| 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
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| (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.
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Dated: May 15, 2026
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| /s/ Cory Mertes
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| By: Cory Mertes
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| Its: Chief Executive Officer
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