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): July 5, 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 8.01 Other Events.

On July 5, 2023, 374Water Inc. (the “Company”) issued a press release announcing the entry into a Strategic Partnership Agreement with The Environmental Group Limited, an Australian company (“EGL”), whereby EGL will act as an exclusive distributor for the Company's AirSCWO technology throughout Australia and New Zealand and be responsible for servicing and supporting systems deployed in the region during the term of the partnership.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 8.01 of this report, including the press release attached as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, or the Exchange Act.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit  No.	Description
99.1	Press release issued by 374Water Inc., dated July 5, 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.

Dated: July 5, 2023	374WATER INC.
	By:	/s/ Yaacov Nagar
	Name:	Yaacov Nagar
	Title:	Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

374Water and EGL enter into a Strategic Partnership Agreement to Eliminate PFAS Contamination in Australia

EGL will adopt and place an initial order of the AirSCWO solution for the Australian market

DURHAM, NC / ACCESSWIRE - 374Water Inc. (Nasdaq:SCWO), a global social impact and cleantech company offering an innovative commercial waste solution for the environment, has formed a strategic partnership with The Environmental Group Limited (EGL) to combat PFAS contamination in Australia and New Zealand. The collaboration between these two industry leaders will be a catalyst  for the expansion of 374Water's commercial solution in regions where it is urgently needed.

PFAS and its remediation have long been pressing concerns in Australia, where they have been addressing the problem for over five years as early adopters and advocates of PFAS-eliminating technologies. Recognizing EGL as a pioneer in tackling PFAS contamination challenges in a progressive and developed nation, 374Water eagerly formed this exclusive partnership agreement. Through this alliance, EGL will gain access to 374Water's groundbreaking AirSCWO^TM technology and robust customer base, including waste, utilities, and industrial sectors.

"EGL's demonstrable commitment to eliminating PFAS contaminants, and our mission at 374Water to foster a better future through a circular economy, provides a strong foundation for this strategic partnership in Australia, known for its progressive response to forever chemicals ," said Kobe Nagar, CEO and Co-founder of 374Water, "Australia has been ahead of the curve when it comes to solving this problem, and partnering with EGL provides us with  access to their expertise while expanding our global reach as we execute on our vision to create a world without waste."

Under the terms of the agreement, EGL will act as an exclusive distributor for 374Water's AirSCWO technology throughout Australia and New Zealand. Additionally, EGL will be responsible for servicing and supporting systems deployed in the region during the term of their partnership. The collaboration is set to kick off with an initial order for an AirSCWO 6 system upon execution of the agreement.

Jason Dixon, CEO of EGL noted: "Our goal is not just remediating PFAS contamination; it's about paving the way forward for future generations. Partnering with 374Water allows us to harness the power of cutting-edge AirSCWO technology so we can make significant strides in protecting our environment."

This strategic partnership signifies a major milestone in both companies' journeys towards eliminating waste and addressing PFAS contamination on a global scale. By joining forces, 374Water and EGL aim to provide effective solutions that support environmental stewardship while delivering sustainable outcomes for communities in need.

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.

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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XML

Cover	Jul. 05, 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	Jul. 05, 2023
Entity Ex Transition Period	false
Entity File Number	000-27866
Entity Incorporation State Country Code	DE
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 State Or Province	NC
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