ADDING and REPLACING OriginClear Contributes Modular Water Systems Division to its Water On Demand Subsidiary

Rhea-AI Summary

OriginClear Inc. (OTC Pink: OCLN) announced the transfer of its Modular Water Systems division to its subsidiary Water On Demand, Inc. (WOD) in exchange for 6 million shares of common stock. This acquisition includes a global master license to five patents and the right to file for new patents since 2018, with a valuation between $26.6 million and $53.2 million. The total available market is projected to exceed $8 billion by 2026. CEO Riggs Eckelberry views this as beneficial for shareholders as WOD executes its business plan. Additionally, WOD has an LOI with Fortune Rise Acquisition Corporation (NASDAQ: FRLA) for a potential merger. This aligns with a growing trend in water treatment and recycling among local businesses, positioning WOD favorably in the market.

Positive

• Transfer of Modular Water Systems improves strategic focus.
• Valuation of patents between $26.6 million and $53.2 million may enhance company assets.
• Projected market growth exceeding $8 billion by 2026 indicates potential for revenue generation.
• Partnership with FRLA may provide additional capital and growth opportunities.

Negative

• Transaction involves dilution of existing shares due to the issuance of 6 million shares.
• The LOI with FRLA is non-binding and may not guarantee a successful merger.

Synergy of technology and finance could accelerate adoption of private water treatment by local businesses

CLEARWATER, Fla.--(BUSINESS WIRE)-- Additional information has been added in multiple places.

Water On Demand purchased Modular Water’s intellectual property and assets in exchange for 6 million shares of Water On Demand common stock. The assets include an assignment of OriginClear’s existing global master license to the five patents of inventor Daniel M. Early, P.E., who heads Modular Water, and the right to file patents for all additional inventions since 2018, when OriginClear created the unit. (Graphic by OriginClear)

The updated release reads:

ORIGINCLEAR CONTRIBUTES MODULAR WATER SYSTEMS DIVISION TO ITS WATER ON DEMAND SUBSIDIARY

Synergy of technology and finance could accelerate adoption of private water treatment by local businesses

OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub™, announces that it recently transferred its Modular Water Systems division (MWS or Modular Water) (www.modularwater.com) and the related assets to OriginClear’s subsidiary, Water On Demand, Inc. (WOD or Water On Demand) (www.waterondemand.net).

Water On Demand purchased Modular Water’s intellectual property and assets in exchange for 6 million shares of Water On Demand common stock. The assets include an assignment of OriginClear’s existing global master license to the five patents of inventor Daniel M. Early, P.E., who heads Modular Water, and the right to file patents for all additional inventions since 2018, when OriginClear created the unit.

Recently, OriginClear commissioned a valuation of the five existing Dan Early patents, which yielded a nominal value between $26,637,185 and $53,224,807. According to the valuation, the Projected Total Available Market in 2026 exceeds $8 Billion. (View PDF).

“This is an example of OriginClear successfully incubating and growing a healthy business over five years, and selling it for many times its investment,” said Riggs Eckelberry, OriginClear CEO. “We anticipate this transaction will further benefit OriginClear shareholders as Water On Demand executes on its business plan.”

Water On Demand issued a new presentation describing the new combined businesses and planning: (View HERE)

“As governments are tasked with improving water quality, businesses are doing their part by treating and recycling their own water right on the spot,” said Riggs Eckelberry, OriginClear CEO and Chairman of Water On Demand. “This fast-growing trend requires two things: scaled-down technology, and capital. By uniting Modular Water with Water On Demand, we create the perfect synergy. Water On Demand is now well positioned to lead the new water managed services segment; and the only company in that segment to accept investments from everyday investors.”

Accredited Investors interested in the Water On Demand investing opportunity, which offers a share of net profits from water services, can review the offering at www.water.originclear.com/offer.

On January 5, 2023, Water On Demand, Inc. executed a Letter of Intent (“LOI”) with Fortune Rise Acquisition Corporation, a Delaware special purpose acquisition corporation (NASDAQ: FRLA) (“FRLA”) under which FRLA proposes to acquire all the outstanding securities of Water on Demand, Inc. (“WODI”), 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 WODI, including all shares of common stock, preferred stock, outstanding options and warrants. In return, WODI 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 will trade publicly on Nasdaq under a new trading symbol.

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

Previously, Water On Demand announced that it closed the acquisition of the equity interests of Fortune Rise Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), which is the sponsor of FRLA.

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 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.

About OriginClear

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, and now the innovative fintech, Water On Demand™, is fueling this movement. For the first time, Clean Water is becoming an investable asset, open to Main Street investors, with the potential for generational royalties. OriginClear® is the Clean Water Innovation Hub™ for both Water On Demand and Modular Water Systems™ – a leader in onsite, prefabricated systems made with sophisticated materials that can last decades. 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 the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology and our need to increase the size of our organization, and if or when the Company will receive and/or fulfill its obligations under any purchaser orders. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230418006211/en/

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

Source: OriginClear Inc.

FAQ

What is the significance of OriginClear's acquisition of Modular Water Systems?

The acquisition enhances OriginClear's subsidiary Water On Demand's capabilities in the private water treatment market and boosts its intellectual property portfolio.

How will the acquisition impact OriginClear's shareholders?

The CEO suggests the transaction will benefit shareholders as Water On Demand executes its business plan, potentially increasing overall company value.

What is the projected market size for water treatment by 2026?

The projected total available market for water treatment is expected to exceed $8 billion by 2026.

What is the purpose of the Letter of Intent signed with Fortune Rise Acquisition Corporation?

The LOI outlines the potential acquisition of Water On Demand by FRLA, which could lead to a public listing on NASDAQ.

What are the risks associated with the acquisition of Modular Water Systems?

The key risks include share dilution due to the issuance of 6 million shares and the non-binding nature of the LOI with FRLA, which may not result in a merger.