UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in Charter) |
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(State of Incorporation) |
| (Commission File No.) |
| (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)(Zip Code)
(
(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:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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| The |
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 August 9, 2023, 374Water Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended June 30, 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 |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
2 |
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: August 9, 2023 | 374WATER INC. |
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By: | /s/ Yaacov Nagar |
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| Name: | Yaacov Nagar |
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| Title: | Chief Executive Officer |
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3 |
EXHIBIT 99.1
374Water Releases Q2 2023 Results and Defines Path Forward while Preparing to Deploy First Commercial AirSCWO Unit
Leading California public agency expects to begin AirSCWO operations in November
DURHAM, NC, August 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 June 30, 2023.
“It’s been a busy quarter and first half of the year as we pursue our goal of revolutionizing waste management - concentrating on operational execution with a sharp focus on delivering our first commercial AirSCWO 6 system to OC San later this year,” said Kobe Nagar, 374Water Chairman and CEO. “We are keen to leverage forthcoming opportunities. Our accomplishments thus far provide a robust foundation for an exciting future. Our innovative technology signifies a paradigm shift in tackling environmental issues, encompassing PFAS elimination and the treatment of diverse waste streams globally. Aligned with these objectives, we are strategically advancing our operations and refining our product portfolio to accommodate heightened demand from larger-scale customers."
Nagar continued, “Many factors are fueling the demand for our product offering, giving rise to the need to scale our business as well as our confidence in our growth trajectory. In the United States alone, 292 million tons of solid waste is produced annually and wastewater treatment facilities process approximately 34 billion gallons of wastewater every day. Pending EPA regulations mandating clean water and landfills nearing capacity creates an urgent need for innovative technologies and reliable solutions, supporting our demand projections.”
| 1 |
Financial Highlights
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| · | For the six month period ended June 30, 2023, the Company generated revenue of $851,000 which compares to $1,304,000 for the six months ended June 30, 2022, a 35% decrease. Revenue for the quarter decreased 95% to $50,000, compared to last year’s quarter of $1,031,000. |
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| ○ | The decrease in revenue is primarily attributed to a long sales cycle. During the six and three months ending June 30, 2022, our contracts included a greater number of conditions, as compared to the six and three months ending June 30, 2023, thereby allowing us to generate increased revenue. As a growing business with a product that is capital intensive, it is expected that our revenues will fluctuate on a quarter-over-quarter basis. |
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| · | Total Operating Expenses increased as the Company makes strides in building its pipeline while commercializing and improving its technology: |
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| ■ | For the six month period ended June 30, 2023, Total Operating Expenses increased 58% to $3,534,000 from $2,242,000 driven primarily by an increase in Compensation and Related expenses to $1,452,000 from $701,000 and an increase in General and Administrative expenses to $1,262,000 from $641,000. |
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| ■ | For the quarter ended June 30, 2023, Total Operating Expenses increased 32% to $1,774,000 from $1,343,000. Compensation and Related Expenses grew to $733,000 from $399,000. General and Administrative expenses increased to $676,000 from $380,000. |
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| · | For the six and three month periods, Compensation and Related expenses increased primarily due to increases in payroll and benefit expenses as a result of growing our talented and capable workforce to meet our scaling objectives. |
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| · | For the six and three month periods, General and Administrative expenses increased primarily as a result of increased marketing expenses thoughtfully incurred to expand our customer base and brand awareness. |
| 2 |
Capital Structure
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| · | As of June 30, 2023 the Company had working capital of $17,820,000 compared to $7,061,000 at December 31, 2022. This increase in working capital provides sufficient capital to execute on the Company’s goals and objectives. |
Operational Highlights
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| · | The Company continued to make great progress in preparing to ship ANA, the first commercial-grade AirSCWO system to Orange County Sanitation District. |
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| · | At the same time, our second system, Genesis, is also underway with an anticipated completion at the end of 2023 to become our first service fleet system. |
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| · | The Company formed a strategic partnership with The Environmental Group Limited (EGL) to combat PFAS contamination in Australia and New Zealand. Under the agreement, EGL will act as an exclusive provider of 374Water's AirSCWO technology throughout Australia and New Zealand |
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| · | The Company announced its AirSCWO units will optionally include a newly launched HEC-Prime engine that converts waste heat into renewable electricity. |
“We continue to make progress toward our long term growth objectives, while managing our expenses and capital outlays,” said Israel Abitbol, 374Water Chief Financial Officer. “Finalizing delivery of our first commercial unit has been a key priority as this proof of concept should aid in crystallizing future revenues.”
Upcoming Events
As part of its robust investor engagement plan, the Company is participating in several upcoming investor events:
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| · | Jefferies Industrials Conference September 6-7 |
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| · | HC Wainwright 25th Annual Global Investment Conference September 11-13 |
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| · | Jefferies Tech Trek September 11-14 |
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| · | Gabelli Funds PFAS Symposium - September 28 |
For more on AirSCWO or about our team, visit 374Water.com or follow us on LinkedIn.
| 3 |
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
| 4 |
374Water Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2023 (Unaudited) and December 31, 2022
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| 2023 |
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| 2022 |
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| Assets |
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| Current Assets: |
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| Cash |
| $ | 14,599,361 |
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| $ | 4,046,937 |
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| Accounts receivable, net of allowance of $406 and $0 |
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| 17,526 |
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| — |
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| Unbilled accounts receivable |
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| 1,709,027 |
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| 918,164 |
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| Inventory |
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| 1,804,495 |
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| 1,660,710 |
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| Investments |
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| — |
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| 1,944,464 |
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| Prepaid expenses |
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| 206,453 |
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| 153,455 |
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| Total Current Assets |
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| 18,336,862 |
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| 8,723,730 |
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| Long-Term Assets: |
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| Equipment, net |
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| 139,965 |
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| 143,079 |
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| Intangible asset, net |
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| 1,021,781 |
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| 1,050,022 |
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| Total Long-Term Assets |
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| 1,161,746 |
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| 1,193,101 |
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| Total Assets |
| $ | 19,498,608 |
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| $ | 9,916,831 |
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| Liabilities and Stockholders’ Equity |
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| Current Liabilities: |
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| Accounts payable and accrued expenses |
| $ | 334,229 |
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| $ | 1,449,582 |
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| Deferred revenue |
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| 183,061 |
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| 200,109 |
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| Other liabilities |
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| - |
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| 13,528 |
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| Total Current Liabilities |
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| 517,290 |
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| 1,663,219 |
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| Total Liabilities |
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| 517,290 |
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| 1,663,219 |
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| Stockholders’ Equity |
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| Preferred stock: 50,000,000 authorized; par value $0.0001 per share, nil issued and outstanding at June 30, 2023 and December 31, 2022 |
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| — |
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| — |
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| Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 130,679,012 and 126,702,545 shares outstanding at June 30, 2023 and December 31, 2022, respectively |
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| 13,067 |
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| 12,669 |
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| Additional paid-in capital |
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| 30,103,715 |
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| 16,110,221 |
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| Accumulated (deficit) |
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| (11,140,902 | ) |
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| (7,849,982 | ) |
| Accumulated other comprehensive loss |
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| 5,438 |
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| (19,296 | ) |
| Total Stockholders’ Equity |
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| 18,981,318 |
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| 8,253,612 |
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| Total Liabilities and Stockholders’ Equity |
| $ | 19,498,608 |
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| $ | 9,916,831 |
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| 5 |
374Water Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2023 and 2022
(Unaudited)
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| Three months ended June 30, |
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| Six months ended June 30, |
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| 2023 |
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| 2022 |
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| 2023 |
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| 2022 |
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| Revenue |
| $ | 49,863 |
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| $ | 1,030,528 |
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| $ | 851,321 |
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| $ | 1,303,759 |
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| Cost of Goods Sold |
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| 45,257 |
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| 902,508 |
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| 765,403 |
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| 1,150,494 |
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| Gross Profit |
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| 4,606 |
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| 128,020 |
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| 85,918 |
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| 153,265 |
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| Operating Expenses |
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| Research and development |
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| 271,964 |
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| 422,695 |
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| 627,869 |
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| 608,348 |
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| Compensation and related expenses |
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| 733,121 |
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| 399,448 |
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| 1,451,881 |
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| 700,683 |
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| Professional Fees |
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| 92,285 |
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| 141,104 |
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| 191,857 |
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| 291,760 |
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| General and administrative |
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| 676,333 |
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| 379,661 |
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| 1,261,995 |
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| 641,067 |
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| Total Operating Expenses |
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| 1,773,703 |
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| 1,342,908 |
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| 3,533,602 |
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| 2,241,858 |
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| Loss from Operations |
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| (1,769,097 | ) |
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| (1,214,888 | ) |
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| (3,447,684 | ) |
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| (2,088,593 | ) |
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| Other Income (Expense) |
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| Interest income |
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| 74,967 |
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| 613 |
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| 112,826 |
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| 1,453 |
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| Other income |
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| 43,553 |
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| — |
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| 43,938 |
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| 7 |
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| Total Other Income (Expense) |
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| 118,520 |
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| 613 |
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| 156,764 |
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| 1,460 |
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| Net Loss before Income Taxes |
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| (1,650,577 | ) |
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| (1,214,275 | ) |
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| (3,290,920 | ) |
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| (2,087,133 | ) |
| Provision for Income Taxes |
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| — |
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| — |
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| — |
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| — |
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| Net Loss |
| $ | (1,650,577 | ) |
| $ | (1,214,275 | ) |
| $ | (3,290,920 | ) |
| $ | (2,087,133 | ) |
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| Other comprehensive loss |
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| Change in foreign currency translation |
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| 4,943 |
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| (771 | ) |
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| 5,438 |
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| (771 | ) |
| Change in unrealized loss on marketable securities |
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| — |
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| (11,243 | ) |
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| — |
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|
| (11,243 | ) |
| Total other comprehensive gain (loss) |
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| 4,943 |
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|
| (12,014 | ) |
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| 5,438 |
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|
| (12,014 | ) |
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| Total comprehensive loss |
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| (1,645,634 | ) |
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| (1,226,289 | ) |
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| (3,285,482 | ) |
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| (2,099,147 | ) |
| Net Loss per Share - Basic and Diluted |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
| $ | (0.03 | ) |
| $ | (0.02 | ) |
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| Weighted Average Common Shares Outstanding - Basic and Diluted |
|
| 129,389,098 |
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| 126,680,895 |
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| 128,274,091 |
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|
| 126,591,017 |
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| 6 |
374Water Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2023 and 2022 (Unaudited)
|
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| 2023 |
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| 2022 |
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| Cash Flows from Operating Activities |
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| Net loss |
| $ | (3,290,920 | ) |
| $ | (2,087,133 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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| Depreciation and amortization expense |
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| 44,281 |
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| 33,174 |
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| Stock based compensation |
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| 514,934 |
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| 236,470 |
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| Change in foreign currency translation |
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| 5,767 |
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|
| — |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
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| (17,526 | ) |
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| (242,816 | ) |
| Unbilled accounts receivable |
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| (790,863 | ) |
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| — |
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| Inventory |
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| (143,785 | ) |
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| — |
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| Prepaid expenses |
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| (52,998 | ) |
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| (309,234 | ) |
| Accounts payable and accrued expenses |
|
| (1,115,353 | ) |
|
| 619,652 |
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| Deferred revenue |
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| (17,048 | ) |
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| 732,620 |
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| Other liabilities |
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| (13,528 | ) |
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| (6,465 | ) |
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| Cash Provided by (Used In) Operating Activities |
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| (4,877,039 | ) |
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| (1,023,731 | ) |
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| Cash Flows from Investing Activities |
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| Purchase of marketable securities |
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| — |
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|
| (6,999,927 | ) |
| Purchase of equipment |
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| (7,303 | ) |
|
| (6,608 | ) |
| Increase in intangible assets |
|
| (5,623 | ) |
|
| (494 | ) |
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|
|
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|
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|
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| Cash Provided by (Used In) Investing Activities |
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| (12,926 | ) |
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| (7,007,029 | ) |
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| Cash Flow from Financing Activities |
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| Proceeds from the sale of investments |
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| 1,963,430 |
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| — |
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| Proceeds from the issuance of common stock |
|
| 13,478,959 |
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|
| — |
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|
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| Cash Provided by Financing Activities |
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| 15,442,389 |
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|
| — |
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| Net Increase in Cash |
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| 10,552,424 |
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|
| (8,030,760 | ) |
| Cash, Beginning of the Period |
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| 4,046,937 |
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|
| 11,131,175 |
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| Cash, End of the Period |
| $ | 14,599,361 |
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| $ | 3,100,415 |
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| NON-CASH FINANCING ACTIVITIES |
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| Conversion of preferred stock to common stock |
| $ | - |
|
| $ | 133 |
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| License agreement |
| 17 Years |
|
| $ | 1,028,114 |
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| $ | - |
|
| $ | 63,149 |
|
| $ | 964,965 |
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| Patents |
| 20 Years |
|
|
| 34,742 |
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|
| 52,292 |
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|
| 1,977 |
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|
| 85,057 |
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| Total |
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|
|
|
| $ | 1,062,856 |
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| $ | 52,292 |
|
| $ | 65,126 |
|
| $ | 1,050,022 |
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| 7 |
Cover |
Aug. 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 | Aug. 09, 2023 |
| Entity Ex Transition Period | false |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 88-0271109 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | 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 |
| Security 12b Title | Common Stock, par value $0.001 |
| Trading Symbol | SCWO |
| Security Exchange Name | NASDAQ |
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