Capital Stock | 4. Capital Stock OriginClear, Inc. Preferred Stock Series C On March 14, 2017, the Board of Directors authorized the issuance of 1,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry in exchange for his continued employment with the Company. The holder of Series C preferred stock is not entitled to receive dividends, has no liquidation preference, and the shares do not have any conversion rights. The Series C Preferred Stock entitles the holder to 51% of the total voting power of the stockholders. The purchase price of the Series C preferred stock was $0.0001 per share, representing a total purchase price of $0.10 for 1,000 shares. As of June 30, 2024, there were 1,000 shares of Series C preferred stock outstanding held by Mr. Eckelberry. Series D-1 On April 13, 2018, the Company designated 50,000,000 shares of its authorized preferred stock as Series D-1 preferred stock. The shares of Series D-1 preferred stock are not entitled to dividends and do not have a liquidation preference. Each share of Series D-1 preferred stock is convertible into 0.0005 of one share of common stock. The Series D-1 preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of outstanding common stock, which may be increased to 9.99% at the holder’s discretion upon 61 days’ written notice. As of June 30, 2024, there were 31,500,000 shares of Series D-1 preferred stock issued and outstanding. Series F On August 14, 2018, the Company designated 6,000 shares as Series F preferred stock. The shares of Series F preferred stock have a liquidation preference equal to the stated value of $1,000 per share plus any accrued but unpaid dividends. The Series F preferred stock is not convertible into common stock. The holders of Series F preferred stock are entitled to quarterly dividends at the annual rate of 8% of the stated value, in preference to any dividends on the common stock. The shares do not carry any voting rights. The Company may, in its sole discretion, redeem all or any portion of the outstanding Series preferred stock at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem all outstanding shares of Series F preferred stock on September 1, 2020. During the six months ended June 30, 2024, the Company exchanged an aggregate of 10 shares of Series F preferred stock for 10 shares of Series Q preferred stock. No gain or loss was recognized in the exchange. As of June 30, 2024, the Company had 50 outstanding shares of Series F preferred stock, which the Company was required to, and failed to, redeem on September 1, 2020, and remains in default for an aggregate redemption price (equal to the stated value) of $50,000. Series G On January 16, 2019, the Company designated 6,000 shares as Series G preferred stock, each share having a stated value of $1,000. Holders of Series G preferred stock are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly. The Series G preferred stock does not have voting rights, except as required by law and is not convertible into common stock. The Company may, at its sole discretion, redeem all or any portion of the outstanding Series G preferred stock at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem such shares of Series G preferred stock on April 30, 2021. Pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser received shares of the Company’s common stock equal to an amount of, for each share of Series G preferred stock purchased, five hundred dollars ($500) divided by the closing price on the date the Company receives the executed subscription documents and purchase price from such investor. As of June 30, 2024, there were 25 shares of Series G preferred stock issued and outstanding, which the Company was required to, and failed to redeem on April 30, 2021, for an aggregate redemption price (equal to the stated value) of $25,000. Series I On April 3, 2019, the Company designated 4,000 shares of preferred stock as Series I with a stated value of $1,000 per share. Series I holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series I preferred stock is not entitled to any voting rights except as may be required by applicable law, and are not convertible into common stock. The Company has the right to redeem the Series I preferred stock at any time at a price equal to the stated value plus any accrued but unpaid dividends. The Company is required to redeem the Series I preferred stock two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series I between May 2, 2021, and June 10, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. As of June 30, 2024, there were 25 shares of Series I preferred stock issued and outstanding which the Company was required to, and failed to redeem by June 10, 2021, and was and remains in default for an aggregate redemption price (equal to the stated value) of $25,000. Series J On April 3, 2019, the Company designated 100,000 shares of preferred stock as Series J, with a stated value of $1,000 per share. Holders of Series J preferred stock are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series J preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series J Certificate of Designation (“COD”), which includes certain make-good shares for certain prior investors. As of June 30, 2024, there were 210 shares of Series J preferred stock issued and outstanding. Series K On June 3, 2019, the Company designated 4,000 shares of preferred stock as Series K, with a stated value of $1,000 per share. Series K holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series K preferred stock is not entitled to voting rights except as required by law and is not convertible into common stock. The Company has the right to redeem the Series K preferred stock at any time at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem the Series K shares two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series K between August 5, 2021 and April 24, 2022, at a price equal to the stated value plus any accrued but unpaid dividends. The issuance of the shares was accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the six months ended June 30, 2024, the Company exchanged an aggregate of 10 shares of Series K preferred stock for 10 shares of Series W preferred stock. No gain or loss was recognized. As of June 30, 2024, there were 297.15 shares of Series K preferred stock issued and outstanding, which the Company was required to, and failed to redeem by April 24, 2022, and was and remains in default for an aggregate redemption price (equal to the stated value) of $297,150. Series L On June 3, 2019, the Company designated 100,000 shares of preferred stock as Series L, with a stated value of $1,000 per share. Holders of Series L preferred stock are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series L preferred stock is convertible into shares of the Company’s common stock pursuant to the Series L COD, which includes certain make-good shares for certain prior investors. As of June 30, 2024, there were 320.5 shares of Series L preferred stock issued and outstanding. Series M Pursuant to the Amended and Restated Certificate of Designation of Series M Preferred Stock filed with the Secretary of State of Nevada on July 1, 2020, the Company designated 800,000 shares of its preferred stock as Series M preferred stock, with a stated valued of $25per share. The Series M preferred stock is not convertible into common stock. Holders of outstanding shares of Series M preferred stock are entitled to receive dividends at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of dividends on common stock. The Series M preferred stock is entitled to a liquidation preference equal to $25 per share plus any declared but unpaid dividends before any payments to holders of common stock. The Series M preferred stock does not have pre-emptive or subscription rights, and there are no sinking fund provisions applicable to it. The Series M preferred stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the COD (see ITEM 15. Exhibit 3.29). The Company may, at its sole discretion, redeem any or all of the outstanding shares of Series M Preferred Stock at a redemption price of $37.50 per share (150% of the stated value) plus any accrued but unpaid dividends. As of June 30, 2024, there were 40,300 shares of Series M preferred stock issued and outstanding. Series O On April 27, 2020, the Company designated 2,000 shares of preferred stock as Series O preferred stock, with a stated value of $1,000 per share. Holders of Series O preferred stock are entitled to receive cumulative dividends (i) in cash at an annual rate of 8% of the stated value, and (ii) in shares of common stock of the Company (valued based on the conversion price as in effect on the last trading day of the applicable fiscal quarter) at an annual rate of 4% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series O preferred stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series O preferred stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to it. The Series O preferred stock does not have voting rights except as required by law. The Series O preferred stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value by the conversion price, provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series O preferred stock at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the six months ended June 30, 2024, the Company issued an aggregate of 436,819 shares of common stock in prorated 4% annualized dividends, recorded as interest expense. The shares were issued within the terms of the agreement and no gain or loss was recognized. During the six months ended June 30, 2024, the Company issued an aggregate of 965,252 shares of common stock upon conversion of 5 shares of Series O preferred stock. There was no gain or or loss recognized. As of June 30, 2024, there were 185 shares of Series O preferred stock issued and outstanding. Series P On April 27, 2020, the Company designated 500 shares of preferred stock as Series P preferred stock with a stated value of $1,000 per share. Holders of Series P preferred shares are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series P preferred stock is convertible into stock of the Company pursuant to the Series P COD, which includes certain make-good shares for certain prior investors, provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Series P preferred stock entitles the holders to a payment on an as-converted and pari-passu basis with the common stock upon any liquidation. The Series P preferred stock has no preemptive or subscription rights, and there is no sinking fund or redemption provisions applicable. The Series P preferred stock votes on an as-converted basis with the common stock, subject to the beneficial ownership limitation. As of June 30, 2024, there were 30 shares of Series P preferred stock issued and outstanding. Series Q On August 21, 2020, the Company designated 2,000 shares of preferred stock as Series Q Preferred Stock. The Series Q Preferred Stock has a stated value of $1,000 per share and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series Q Preferred Stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series Q Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provision applicable. The Series Q Preferred Stock does not have voting rights except as required by law. The Series Q Preferred Stock is convertible into common stock in an amount determined by dividing 200% of the stated value by the conversion price, provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series Q Preferred Stock at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the six months ended June 30, 2024, the Company issued an aggregate of 4,576,458 shares of common stock upon conversion of 20 shares of Series Q preferred stock. No gain or loss was recognized. As of June 30, 2024, there were 410 shares of Series Q preferred stock issued and outstanding. Series R On November 16, 2020, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share and entitles holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series R holders are not entitled to any voting rights except as may be required by applicable law. The Series R is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series R at any time at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid cash dividends, or, if paid in shares of common stock, in an amount of shares determined by dividing the stated value being redeemed by the conversion price. During the six months ended June 30, 2024, the Company issued an aggregate of 30,496,772 shares of common stock upon conversion of 135 shares of Series R preferred stock. No gain or loss was recognized. As of June 30, 2024, there were 1,473 shares of Series R preferred stock issued and outstanding. Series S On February 5, 2021, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series S holders are not entitled to any voting rights except as required by law. The Series S is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value by the conversion price, provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series S at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the six months ended June 30, 2024, the Company issued an aggregate of 2,272,728 shares of common stock upon conversion of 10 shares of Series S preferred stock. No gain or loss was recognized. As of June 30, 2024, there were 110 shares of Series S preferred stock issued and outstanding. Series U On May 26, 2021, the Company designated 5,000 shares of preferred stock as Series U, with a stated value of $1,000 per share. The Series U holders are not entitled to any dividends and do not have any voting rights except as required by applicable law. The Series U is convertible into common stock of the Company in an amount determined by dividing 150% of the stated value of by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that conversion does not result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the lesser of $0.20 or the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series U at any time at a redemption price equal to, if paid in cash, the stated value, or, if paid in shares of common stock, in an amount of shares determined by dividing 200% of the stated value being redeemed by the conversion price then in effect, and adding any applicable make-good shares. As of June 30, 2024, there were 270 shares of Series U preferred stock along with 1,511,500 warrants with a fair value of $0 (with exercise price of $1) issued and outstanding. These warrants associated with Series U were valued using the Black Scholes model (See Note 5). Series W On April 28, 2021, the Company designated 3,390 shares of preferred stock as Series W, with a stated value of $1,000 per share. Series W holders are entitled to cumulative dividends in cash at an annual rate of 12%, payable quarterly. The Series W holders are not entitled to any voting rights except as required by law. The Series W is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value by the conversion price; provided that conversion does not result in the holder beneficially owning more than 4.99% of the outstanding common stock. The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right to redeem the Series W at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the six months ended June 30, 2024, the Company issued an aggregate of 41,715,134 shares of common stock upon conversion of 200 shares of Series W preferred stock. No gain or loss was recognized. As of June 30, 2024, there were 696.5 shares of Series W preferred stock issued and outstanding. Series Y On December 6, 2021, the Company designated 3,000 shares of preferred stock as Series Y, with an original issue price of $100,000 per share. Holders are entitled to receive, on a pro rata and pari passu basis, annual distribution of up to 25% of the annual net profits of newly established, wholly-owned, WOD subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series Y holders are not entitled to any voting rights except as required by law. The Series Y is convertible into common stock of the Company pursuant to the Series Y COD, provided that, the Series Y may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company has the right to redeem the Series Y at any time at a redemption price equal to, if paid in cash, the original issue price plus any accrued but unpaid distributions of 25% of the subsidiary’s annual net profits. Additionally, the Series Y holders received shares of Series A preferred stock in the Company’s subsidiary Water On Demand, Inc or warrants to purchase common shares in WODI. During the six months ended June 30, 2024, the Company received aggregate funding in the amount of $575,100 through the sale of Series Y preferred stock and issued an aggregate of 83,840,346 shares of common stock upon conversion of 4.4 shares of Series Y preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of June 30, 2024, there were 25.95 shares of Series Y preferred stock along with 55,614,616 warrants with a fair value of $199,084 (with exercise prices between $0.13 and $0.25) issued and outstanding. The warrants were valued using the Black Scholes model (See Note 5). Series Z On February 11, 2022, the Company designated 25 shares of preferred stock as Series Z, with an original issue price of $10,000 per share. The Series Z holders were not entitled to dividends or any voting rights. The Series Z was convertible into common stock of the Company pursuant to the Series Z COD, provided that conversion does not result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may be increased up to 9.99% upon 61 days’ written notice). On February 18, 2022, the Company issued and sold to the Purchaser an aggregate of 25 shares of Series Z preferred stock and issued an aggregate of warrants. 25 shares of Series Z were converted to common stock during the year ended As of June 30, , there were 2,500,000 warrants with a fair value of $7,730 (with an exercise price of $0.10) and no shares of Series Z preferred stock issued and outstanding. . As of June 30, 2024, the Company accrued aggregate dividends in the amount of $613,215 for all series of preferred stock. During the six months ended June 30, 2024, the Company redeemed an aggregate of 139,560,037 shares of common stock at a price of $0.01 per share and recognized a gain of $1,255,178 in the condensed consolidated statements of operations relating to settlement and conversion agreements with certain WODI convertible secured promissory note holders. The Series J, Series L, Series M, Series O, Series P, Series Q, Series R, Series S, Series U, Series W, Series Y, and Series Z preferred stock are accounted for outside of permanent equity due to the terms of conversion at a market component or stated value of the preferred stock. WODI Preferred Stock On April 22, 2022, WODI authorized 50,000,000 shares of preferred stock with a par value of $0.0001per share. Due to WODI’s merger with PWT on September 21, 2023 (See Note 10 ) OriginClear, Inc. Common Stock Six Months Ended June 30, 2024 The Company issued 45,411,996 shares of common stock for services at a fair value of $412,154, at share prices ranging from $0.0065 - $0.012. The Company issued 436,819 shares of common stock for Series O preferred stock dividends payable. The Company issued 122,213,744 shares of common stock for settlement of conversion agreements at a fair value of $12,221. The Company issued 20,937,829 shares of common stock for alternate vesting at a fair value of $169,596. The Company issued 163,866,690 shares of common stock upon conversion of $810,000 of preferred stock. The Company redeemed 139,560,037 shares of common stock at a market price of $0.01 per share with a gain in the amount of $1,255,178. Six Months Ended June 30, 2023 The Company issued 18,645,028 shares of common stock for cash, through an equity financing agreement for a total aggregate of $130,584 based upon conversion prices ranging from $0.0064 to $0.00816. The Company issued 55,788,402 shares of common stock upon conversion of convertible promissory note in the amount of principal of $91,000, plus accrued interest of $76,365, for a total aggregate of $167,365 based upon a conversion price of $0.0085. The shares were issued within the terms of the agreements and no gain or loss was recognized. The Company issued 45,217,435 shares of common stock for services at fair value of $424,926, at share prices ranging from $0.0051 to $0.0135. The Company issued 498,280 shares of common stock for Series O preferred stock dividends payable. The Company issued 11,584,932 shares of common stock for alternate vesting at a fair value of $1,158. The Company issued 265,181,982 shares of common stock for settlement of conversion agreements at a fair value of $26,518. The Company issued 478,402,031 shares of common stock upon conversion of $2,510,000 of preferred stock. The shares were issued within the terms of the agreements and no gain or loss was recognized. The Company redeemed 589,253,845 shares of common stock at a market price of $0.01 per share in the amount of $5,403,828. WODI Common Stock Non-controlling Interest As of June 30, 2024, WODI had issued and outstanding shares, of which, the Company owns 90.83%, with a minority, non-controlling interest of 9.17%. The following table shows WODI ownership percentage as of June 30, 2024: WODI common stock holders Ownership OriginClear, Inc. 90.83 % Prior Reg A Holders 0.19 % Prior Series A Holders 3.87 % Prior Series B Holders 5.11 % Total 100 % |