8-K

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): November 1, 2022

374WATER INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-27866	88-0271109
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

701 W Main Street, Suite 410

Durham, NC 27701

(Address of Principal Executive Offices)(Zip Code)

(919) 888-8194

(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)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	SCWO	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02 Results of Operations and Financial Condition

On November 1, 2022, 374Water Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended September 30, 2022. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including the press release attached as Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued November 1, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

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

	374WATER INC.
Dated: November 1, 2022	By:	/s/ Yaacov Nagar
	Name:	Yaacov Nagar
	Title:	Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

374Water Q3 2022 Revenue Increases 4,756% as the Company Pioneers a New Era of Sustainability

DURHAM, NC / 374Water Inc. (NASDAQ:SCWO), a global cleantech and social impact company, today provides a business update and reports its financial results for the quarter ended September 30, 2022.

The third quarter was marked by meaningful progress. Q3 and YTD Highlights:

· Revenue for the third quarter of 2022 was $0.9 million compared to $19,000 for the same quarter of 2021, an increase of 4,756%.

· Entered into a Memorandum of Understanding (MOU) with Forever Water Ecuador to promote and distribute 374Water's innovative and sustainable AirSCWO™ wastewater and waste management technology in Ecuador. According to Ecuadorian government statistics, 14% of the population lack access to basic sanitation services, which heightens the need for sanitation infrastructure investment. This joint effort will provide long-term and sustainable waste management solutions to the urban and rural underserved regions of Ecuador.

· Participated in the Goldman Sachs Water Symposium

· 374Water and its manufacturing partner Merrell Bros., advanced the development of the AirSCWO™ 6 system - a decentralized, prefabricated, compact, and modular solution for sustainable wet waste management. Manufacturing of the first commercial units, which have already been sold, is underway and expected to be completed in Q4 2022.

 

Kobe Nagar, CEO of 374Water Inc. commented, "Strong momentum since commercializing our technology in February 2022, continues. In Q3, we announced an MOU with Forever Water Ecuador to help solve sanitation in Latin America. Additionally, we progressed development of The AirSCWO™ 6 system for Orange County Sanitation District (OC San), expected to be completed in the 4th quarter of 2022, and to become operational in 2023. Mr. Nagar continued, "The market opportunity development is enormous and we are dedicated to delivering our newly commercial units that treat waste and eliminate pollutants. In fact, PFAS, the ‘forever chemical' is estimated to be present in more than 57,000 sites in the U.S. alone, representing a trillion dollar market opportunity. PFAS is just a single vertical for our solutions. Considering OC San, our partnerships with Merrell Bros, ESC, MOUs with Ecuador and Midway and numerous addressable verticals, set ourselves to drive substantial shareholder value in the near and long term."

Third Quarter ended September 30, 2022 Financial Results

Revenue for the third quarter of 2022 was $0.9 million compared to $19,000 for the same quarter of 2021, an increase of 4,756%. The increase in revenue during 2022 was primarily as a result of recognizing a portion of the revenue associated with the sale of our first AirSCWO™ system.

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General and administrative expenses were $387,018 in the third quarter of 2022, compared to $143,147 in the third quarter of 2022. The change in the quarter is primarily associated with our increased insurance costs, marketing and business development expenses, dues and subscriptions, and stock-based compensation expenses.

Research and development expenses were $118,253 in the third quarter of 2022, compared to $115,936 in the third quarter of 2021. The change in the quarter is primarily associated with the increase in engineering expenses attributed to the design of the AirSCWO™ 30 - which has a capacity of 30 wet tonne / day, a 5x scale up of the AirSCWO™ 6 system.

Net loss was $(912,826), or $(0.01) per basic and diluted share, compared to a net loss of $ (551,959) million, or $(0.01) per basic diluted share, in the third quarter of 2021.

Total cash and investments were $8,402,255 as of September 30, 2022, compared to $11,131,175 at December 31, 2021. Total current assets were $9,864,788 and current liabilities were $1,262,157 as of the same date, compared to $ 11,349,641 and $86,371 respectively, in the year-ended reporting period.

For more on AirSCWO™ or about our team, visit 374Water.com or follow us on LinkedIn and Twitter.

Cautionary Language

This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning.

About 374Water

374Water Inc. (Nasdaq:SCWO), is a global cleantech, social impact company whose mission is to preserve a clean and healthy environment that sustains life. We are pioneering a new era of sustainable waste management that supports a circular economy and enables organizations to achieve their environmental, social, and governance (ESG) and sustainability goals. Follow us on LinkedIn and Twitter.

374Water Investor Contact:

James Carbonara

ir@374water.com

374Water Media Contact:

Ashley Willis

media@374water.com

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PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

374Water Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2022 (Unaudited) and December 31, 2021

	2022			2021
Assets
Current Assets:
Cash	$	2,407,983		$	11,131,175
Accounts receivable		164,600			-
Investments		5,994,272			-
Prepaid expenses		1,297,933			218,466
Total Current Assets		9,864,788			11,349,641
Long-Term Assets:
Equipment, net		124,593			959
Intangible asset, net		980,753			1,028,114
Other assets		35,170			34,742
Total Long-Term Assets		1,140,516			1,063,815
Total Assets	$	11,005,304		$	12,413,456
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	1,043,660		$	62,981
Deferred revenue		200,109			-
Other liabilities		18,388			23,390
Total Current Liabilities		1,262,157			86,371
Total Liabilities		1,262,157			86,371
Stockholders' Equity
Preferred Stock: 1,000,000 Convertible Series D preferred shares authorized; par value $0.0001 per share, nil issued and outstanding at September 30, 2022 and 27,272 issued and outstanding at December 31, 2021		-			3
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 126,680,895 and 125,317,746 shares outstanding at September 30, 2022 and December 31, 2021, respectively		12,667			12,531
Additional paid-in capital		15,894,426			15,474,566
Accumulated (deficit)		(6,159,975	)		(3,160,015	)
Accumulated other comprehensive loss		(3,971	)		-
Total Stockholders' Equity		9,743,147			12,327,085
Total Liabilities and Stockholders' Equity	$	11,005,304		$	12,413,456

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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374Water, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30, 2022 and 2021

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenue	$	922,718		$	19,000		$	2,226,477		$	33,600
Cost of Goods Sold		812,386			-			1,962,879			-
Gross Profit		110,332			19,000			263,598			33,600
Operating Expenses
Research and development		118,253			115,936			726,602			269,796
Compensation and related expenses		435,297			227,790			1,135,979			405,456
Product and development expenses		-			-			-			1,399,833
Professional Fees		82,752			84,514			375,313			245,152
General and administrative		387,018			143,147			1,027,287			206,931
Total Operating Expenses		1,023,320			571,387			3,265,181			2,527,168
Loss from Operations		(912,988	)		(552,387	)		(3,001,583	)		(2,493,568	)
Other Income (Expense)
Award income		-			-			-			-
Interest income		162			428			1,617			751
Other income		-			-			7			-
Total Other Income (Expense)		162			428			1,624			751
Net Loss before Income Taxes		(912,826	)		(551,959	)		(2,999,959	)		(2,492,817	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(912,826	)	$	(551,959	)	$	(2,999,959	)	$	(2,492,817	)
Other comprehensive loss
Change in foreign currency translation		-			-			(850	)		-
Change in unrealized loss on marketable securities		(3,122	)		-			(3,122	)		-
Total other comprehensive loss		(3,122	)		-			(3,972	)		-
Total comprehensive loss		(915,948	)		(551,959	)		(3,003,931	)		(2,492,817	)
Net Loss per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted Average Common Shares Outstanding - Basic and Diluted		126,680,895			98,391,746			126,621,412			84,283,229

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2022 and 2021 (Unaudited)

	2022			2021
Cash Flows from Operating Activities
Net loss	$	(2,999,959	)	$	(2,492,817	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		50,052			16,314
Stock based compensation		419,995			86,152
Warrant issued for product development agreement		-			1,399,833
Changes in operating assets and liabilities:
Accounts receivable		(164,600	)		19,663
Prepaid expenses		(1,079,467	)		(26,185	)
Accounts payable and accrued expenses		980,679			(78,558	)
Deferred revenue		200,109			-
Other liabilities		(5,002	)		22,007
Cash Provided by (Used In) Operating Activities		(2,598,193	)		(1,053,591	)
Cash Flows from Investing Activities
Purchase of marketable securities		(5,998,243	)		-
Purchase of equipment		(125,011	)		(2,319	)
Proceeds from reverse acquisition		-			29,536
Increase in other asset		(1,745	)		(19,826	)
Cash Provided by (Used In) Investing Activities		(6,123,999	)		7,391
Cash Flow from Financing Activities
Repayments to (advances) from stockholders		-			(15,108	)
Proceeds from sale of series D preferred shares		-			6,551,745
Proceeds from exercise of options and warrants		-			1,285,344
Cash Provided by Financing Activities		-			7,821,981
Net Increase in Cash		(8,723,192	)		6,775,781
Cash, Beginning of the Period		11,131,175			71,799
Cash, End of the Period	$	2,407,983		$	6,847,580
NON-CASH FINANCING ACTIVITIES
Conversion of preferred stock to common stock	$	133		$	-
License		-			1,073,529
Accounts payable settled with Series D Preferred Stock		-			50,000
NET LIABILITIES ASSUMED IN REVERSE ACQUISITION
Cash		-			29,536
Prepaid expense		-			14,483
Accounts receivable		-			1,000
Account payable		-			(46,150	)
Accrued expenses		-			(83,094	)
Net liability assumed		-			(84,225	)

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XML

Cover	Nov. 01, 2022
Cover [Abstract]
Entity Registrant Name	374WATER INC.
Entity Central Index Key	0000933972
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Nov. 01, 2022
Entity Ex Transition Period	false
Entity File Number	000-27866
Entity Address State Or Province	NC
Entity Tax Identification Number	88-0271109
Entity Address Address Line 1	701 W Main Street
Entity Address Address Line 2	Suite 410
Entity Address City Or Town	Durham
Entity Address Postal Zip Code	27701
City Area Code	919
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	888-8194
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	SCWO
Security Exchange Name	NASDAQ
Entity Incorporation State Country Code	DE