Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported: September 22, 2023

ORIGINCLEAR, INC.

(Name of registrant as specified in its charter)

Nevada	333-147980	26-0287664
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or organization)		Identification Number)

13575 58th Street North, Suite 200

Clearwater, FL

33760

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (727) 440-4603

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On September 22, 2023, Water On Demand, Inc. (“WODI”), a subsidiary of OriginClear, Inc. (“OCLN”), merged with and into WODI Acquisitions, Inc., a wholly owned subsidiary of Progressive Water Treatment, Inc. (“PWT”), a subsidiary of OCLN. As a result, WODI became a subsidiary of PWT.

In connection with the merger of WODI and PWT, WODI, PWT and Fortune Rise Acquisition Corporation (“FRLA”) entered into an amendment to the non-binding Letter of Intent (“LOI”) that was previously executed on January 5, 2023 to now designate PWT as the new target of the acquisition. Under the revised/amended LOI, FRLA proposes to acquire all of the outstanding securities of PWT, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

Item 7.01

Regulation FD Disclosure.

On September 28, 2023, OCLN issued a press release which announced the amendment of its previously-announced LOI and the assignment of the LOI to PWT as the parent company of WODI. As a result, FRLA now proposes to acquire all of the outstanding securities of PWT, based on certain material financial and business terms and conditions being met. A copy of the press release is attached hereto as Exhibit 99.1.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press Release issued September 28, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORIGINCLEAR, INC.

September 28, 2023	By:	/s/ T. Riggs Eckelberry
		Name: T. Riggs Eckelberry Title: Chief Executive Officer

Exhibit 99.1

In Amended Letter Of Intent, OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Nominate A New Target For Merger

Non-binding agreement sets basis for further negotiations.

Metuchen, NJ and Clearwater, FL – September 28, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, announce that FRLA and OriginClear subsidiary, Water On Demand Inc. (WODI), currently the sponsor of FRLA, have agreed to nominate a new target for acquisition by FRLA. The new target is Progressive Water Treatment Inc., a Texas corporation (PWT). PWT recently merged with WODI.

“Progressive Water Treatment is a target with both a lengthy operating history and significantly increased revenue since 2021”, said Riggs Eckelberry, OriginClear CEO and Chairman of Water On Demand. “We believe, and the Board of FRLA agrees, that the combination of Progressive Water Treatment with Water On Demand and its Modular Water Systems business unit creates compelling value for the intended merger.”

Accordingly, the Letter of Intent (“LOI”) executed January 5, 2023 with WODI has been amended to designate PWT as the new target of the acquisition. Under the revised/amended LOI, FRLA proposes to acquire all the outstanding securities of PWT, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

The parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition. Pursuant to the LOI, it is proposed that FRLA will acquire 100% of the outstanding equity securities of PWT, including all shares of common stock, preferred stock, outstanding options and warrants. In return, PWT equity holders will receive shares of common stock of FRLA and any outstanding options and warrants will be assumed by FRLA in accordance with their terms.

Subject to meeting Nasdaq quantitative and qualitative listing requirements, upon the closing of the business combination, the newly-combined entity anticipates trading publicly on Nasdaq under a new trading symbol.

The precise structure of the business combination, including the allocation of stock and/or cash consideration paid to the PWT equity holders, will be negotiated to meet the needs of all parties including management of PWT and key equity holders.

About Fortune Rise Acquisition Corporation

FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

FRLA is a "shell company" as defined under the Securities Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. FRLA will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, FRLA’s efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for a prospective business combination target.

Advisors

EF Hutton, a division of Benchmark Investments, LLC is acting as Capital Markets Advisor in the transaction.

About Progressive Water Treatment and Water on Demand

Once a government monopoly, clean water is going private. Local industries and communities are now treating and recycling their own water, helping to reduce the burden on municipal systems and save on fast-rising water rates while also responding to the challenge of climate change. That’s good for business and good for sustainability. Now, the innovative fintech, Water On Demand™, is enabling clean water to become an investable asset, open to main street investors, with the potential for generational royalties. In 2023, OriginClear contributed its Modular Water Systems division to give Water On Demand the downsized technology that businesses need for on-site water treatment and recycling. Later in 2023, OriginClear contributed Progressive Water Treatment, a 25-year veteran engineered solutions subsidiary based in McKinney, Texas, adding the ability to execute on larger and more prestigious installations. “OriginClear has retained a commanding percentage of the new combined company,” said Riggs Eckelberry, OriginClear CEO. “Our longtime shareholders can confidently expect that the parent company will continue to benefit greatly from any positive outcomes of this new, consolidated company, which due to its senior operating history, will adopt the name of Progressive Water Treatment, Inc.”

About OriginClear

OriginClear® is the Clean Water Innovation Hub™, dedicated to launching new ventures such as Water On Demand and Modular Water Systems™ – a leader in onsite, prefabricated systems made with sophisticated materials that can last decades. Another OriginClear subsidiary acquired in 2015, Progressive Water Treatment, was key to achieving a company-wide increase of 250% in revenues from 2021 to 2022, and has now merged with Water On Demand and Modular Water Systems intended to create better enterprise value for a potential merger. Get live weekly updates every Thursday by signing up at www.originclear.com/ceo.

For more information, visit the company’s website: https://www.originclear.com/

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No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

Matters discussed in this release contain forward-looking statements. When used in this release, the words "anticipate," "believe," "estimate," "may," "intend," "expect," “plans” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.

These forward-looking statements are based largely on the expectations of FRLA and OriginClear and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with OriginClear’s history of losses and need to raise additional financing, the acceptance of OriginClear’s products and technology in the marketplace, OriginClear’s ability to demonstrate the commercial viability of its products and technology and its need to increase the size of our organization, and if or when OriginClear will receive and/or fulfill its obligations under any purchaser orders. Further information on FRLA’s and OriginClear’s risk factors is contained in each company’s respective quarterly and annual reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law.

Media Contact
The Pontes Group
Lais Pontes Greene (954) 960-6083
lais@thepontesgroup.com
www.thepontesgroup.com

Investor Relations and Press Contact:
Devin Angus
Toll-free: 877-999-OOIL (6645) Ext. 3
International: +1-323-939-6645 Ext. 3
Fax: 323-315-2301
ir@OriginClear.com
www.OriginClear.com

Cover	Sep. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 22, 2023
Entity File Number	333-147980
Entity Registrant Name	ORIGINCLEAR, INC.
Entity Central Index Key	0001419793
Entity Tax Identification Number	26-0287664
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	13575 58th Street North
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33760
City Area Code	(727)
Local Phone Number	440-4603
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false