Current Report Filing (8-k)
07 January 2023 - 8:58AM
Edgar (US Regulatory)
0001419793
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0001419793
2023-01-05
2023-01-05
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
January 5, 2023
ORIGINCLEAR, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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333-147980 |
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26-0287664 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
13575 58th Street North, Suite 200
Clearwater,
Florida 33760
(Address of Principal Executive Offices)
(727) 440-4603
(Registrant’s Telephone Number, Including
Area Code)
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 8.01 Other Events.
On January 5, 2023, Water On Demand, Inc. (“WODI”),
a subsidiary of OriginClear, Inc. (the “Company”) filed a press release which announced the signing of a non-binding
Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware corporation (“Fortune Rise”), under which Fortune Rise
proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being
met.
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.
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.
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ORIGINCLEAR, INC. |
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January 6, 2023 |
By: |
/s/ T. Riggs Eckelberry |
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Name: |
T. Riggs Eckelberry |
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Title: |
Chief Executive Officer |
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