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): May 9, 2023

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 May 9, 2023, 374Water Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended March 31, 2023. 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 May 9, 2023.
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: May 9, 2023	By:	/s/ Yaacov Nagar
	Name:	Yaacov Nagar
	Title:	Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

374Water Nearly Triples Q1 2023 Revenue while Building Pipeline of Prospects for Next Commercial Units

Company successfully demonstrated its technology to over 400 attendees

DURHAM, NC / ACCESSWIRE / May 9, 2023 / 374Water Inc. (NASDAQ:SCWO), a global social impact and cleantech company offering a revolutionary commercial waste management solution for the environment, today provides a business update and reports its financial results for the quarter ended March 31, 2023.

"This quarter was marked by progress in building our pipeline of prospective customers that witnessed our first commercial AirSCWO™ 6 system that was purchased by Orange County Sanitation District," said Kobe Nagar, 374Water Chairman and CEO. "The addressable market for our technology is significant and, looking ahead, our focus is on soundly scaling our business to meet demand in line with our commitment to create a world without waste through development of commercial solutions for environmental preservation."

"During the quarter, we saw an opportunity to utilize our at-the-market equity tool to raise capital to meet the growing market demand," said Israel Abitbol, 374Water Chief Financial Officer. "Our goal is to efficiently scale our business in line with the opportunity we see, while taking steps toward improved margins and profitability."

Financial Highlights

●		Revenue for the quarter ended March 31, 2023 was $801,000, compared to $273,000 for the same period in 2022, an increase of 193%.
	○	2023 revenue was due to manufacturing assembly services while 2022 revenue was primarily due to consulting and advisory services.
●		At the same time, the Company managed its Cost of Goods Sold to generate a 222% increase in its Gross Profit compared to the period ended March 31, 2022.
●		Total Operating Expenses increased as the Company makes strides in building its pipeline while commercializing and improving its technology:
	○	Research and Development expenses increased from $186,000 to $356,000, primarily a result of the increase in engineering costs related to commercializing our system.
	○	Compensation-related expenses grew to $719,000 from $301,000 primarily due to increased payroll and benefit expenses as a result of growing active projects.
	○	General and administrative expenses increased to $586,000 from $261,000 primarily as a result of increased insurance costs and public company expenses.

Capital Structure

· As of March 31, 2023 we had working capital of $13,966,018 compared to working capital of $7,060,511 at December 31, 2022. This increase in working capital is due primarily to share issuances under the Company's the-market common stock offering.

Operational Highlights

● The Company successfully demonstrated its AirSCWO™ supercritical water oxidation (SCWO) technology during SCWO week at its manufacturing partner's facility in Indiana. The event showcased the company's revolutionary waste management solution to hundreds of prospective customers, along with analysts and investors. The 3-day event, attended by over 400 guests featured a demonstration of the first commercial unit (Ana), set to be deployed in Orange County, CA, later this year. Attendees included over 200 potential customers, and several municipalities, representing over 10 countries.

● 374Water participated in the United Nations 2023 Water Conference and hosted an accredited side event. During the conference, the Company hosted its own "Future of PFAS, Waste and Clean Water" expert panel in the Nasdaq Boardroom.

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

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.

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.

Investor Contact:

Heather Crowell

ir@374water.com

Media Contact:

Christian Rizzo

media@374water.com

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374Water Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2023 (Unaudited) and December 31, 2022

	2023			2022
Assets
Current Assets:
Cash	$	9,153,161			4,046,937
Accounts receivable, net of allowance of $191 and $0		26,188			-
Unbilled accounts receivable		1,672,454			918,164
Other accounts receivable		308,374			-
Inventory		1,788,019			1,660,710
Investments		1,960,761			1,944,464
Prepaid expenses		130,170			153,455
Total Current Assets		15,039,127			8,723,730
Long-Term Assets:
Equipment, net		140,857			143,079
Intangible asset, net		1,035,817			1,050,022
Total Long-Term Assets		1,176,674			1,193,101
Total Assets	$	16,215,801			9,916,831
Liabilities and Stockholders` Equity
Current Liabilities:
Accounts payable and accrued expenses	$	868,000			1,449,582
Deferred revenue		205,109			200,109
Other liabilities		-			13,528
Total Current Liabilities		1,073,109			1,663,219
Total Liabilities		1,073,109			1,663,219
Stockholders` Equity
Preferred stock: 50,000,000 convertible Series D preferred shares authorized; par value $0.0001 per share, nil issued and outstanding at March 31, 2023 and December 31, 2022		-			-
Common stock : 200,000,000 common shares authorized, par value $0.0001 per share, 128,840,421 and 126,702,545 shares outstanding at March 31, 2023 and December 31, 2022, respectively		12,883			12,669
Additional paid-in capital		24,619,639			16,110,221
Accumulated (deficit)		(9,490,325	)		(7,849,982	)
Accumulated other comprehensive loss		495			(19,296	)
Total Stockholders` Equity		15,142,692			8,253,612
Total Liabilities and Stockholders` Equity	$	16,215,801			9,916,831

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374Water, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2023 and 2022

(Unaudited)

	Three months ended March 31,
	2023			2022
Revenue	$	801,458			273,231
Cost of goods sold		720,146			247,986
Gross profit		81,312			25,245
Operating Expenses
Research and development		355,905			185,653
Compensation and related expenses		718,760			301,235
Professional fees		99,572			150,658
General and administrative		585,659			261,403
Total Operating Expenses		1,759,896			898,950
Loss from Operations		(1,678,584	)		(873,705	)
Other Income (Expense)
Interest income		37,859			840
Other income		382			7
Total Other Income (Expense)		38,241			847
Net Loss before Income Taxes		(1,640,343	)		(872,858	)
Provision for Income Taxes		-			-
Net Loss	$	(1,640,343	)		(872,858	)
Other comprehensive loss
Change in foreign currency translation		824			-
Change in unrealized loss on marketable securities		18,967			-
Total other comprehensive loss		19,791			-
Total comprehensive loss		(1,620,552	)		(872,858	)
Net Loss per Share - Basic and Diluted	$	(0.01	)		(0.01	)
Weighted Average Common Shares Outstanding - Basic and Diluted		127,146,695			126,499,142

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374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2023 and 2022 (Unaudited)

	2023			2022
Cash Flows from Operating Activities
Net loss	$	(1,640,343	)		(872,858	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		29,105			16,458
Stock based compensation		214,924			97,558
Change in foreign currency translation		824			-
Changes in operating assets and liabilities:
Accounts receivable		(26,188	)		-
Unbilled accounts receivable		(754,290	)		-
Other accounts receivable		(308,374	)		-
Inventory		(127,309	)		-
Prepaid expenses		23,285			(50,599	)
Accounts payable and accrued expenses		(581,582	)		81,059
Deferred revenue		5,000			763,333
Other liabilities		(13,528	)		(20,238	)
Cash Provided by (Used In) Operating Activities		(3,178,476	)		115,911
Cash Flows from Investing Activities
Purchase of equipment		(7,303	)		(3,291	)
Increase in intangible assets		(2,705	)		-
Cash Provided by (Used In) Investing Activities		(10,008	)		(3,291	)
Cash Flow from Financing Activities
Proceeds from the issuance of common stock		8,294,708			-
Cash Provided by Financing Activities		8,294,708			-
Net Increase in Cash		5,106,224			112,620
Cash, Beginning of the Period		4,046,937			11,131,175
Cash, End of the Period	$	9,153,161			11,243,795
NON-CASH FINANCING ACTIVITIES
Conversion of preferred stock to common stock	$	-			133

SOURCE: 374Water Inc.

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XML

Cover	May 09, 2023
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	May 09, 2023
Entity Ex Transition Period	false
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	88-0271109
Written Communications	false
Entity File Number	000-27866
Entity Address Address Line 1	701 W Main Street
Entity Address Address Line 2	Suite 410
Entity Address City Or Town	Durham
Entity Address State Or Province	NC
Entity Address Postal Zip Code	27701
City Area Code	919
Local Phone Number	888-8194
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	SCWO
Security Exchange Name	NASDAQ