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 6, 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 November 10, 2023, 374Water Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended September 30, 2023 (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of November 6, 2023, the Company appointed Brad I. Meyers as its Chief Operating Officer (“COO”).

Mr. Meyers, 53, has served as the Company’s Head of Manufacturing since August 1, 2023. From 2022 to 2023, Mr. Meyers served as the Director of Engineering Services for NRTC Automation / NRTC Equipment Sales (“NRTC”), a private company. From 2015 to 2023, Mr. Meyers provided various engineering, design and construction services for multiple liquid ECOAT systems, industrial wastewater systems, and robotics to NRTC and other private companies. From 2012 to 2018, Mr. Meyers served as the Chief Operating Officer of New Rubber Technologies Holdings Inc. (“NRTH”) where he was instrumental in the construction and operation of the first at scale commercial rubber devulcanization plant in North America as well as the commercialization and implementation of other specialized processes developed by New Rubber Technologies of Canada. NRTC is a spin-off of NRTH.

Mr. Meyers will receive an annual base salary of $200,000. Mr. Meyers received an option grant to purchase up to 400,000 shares of the Company’s common stock at an exercise price of $1.42 per share, the closing price of the Company’s common stock on November 6, 2023. The option vests and become exercisable over a three-year period with: (a) 25% vesting on November 6, 2023 and (b) the balance vesting equally every month thereafter over the following 36 months.

Mr. Meyers has no familial relationships with the Company and there have been no reportable related party transactions between the Company and Mr. Meyers.

Item 7.01 Regulation FD Disclosure.

The Company announced Mr. Meyers’s appointment as COO in the Press Release. The Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits

Exhibit Number	Description
99.1	374Water Inc. Press Release dated November 10, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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

Dated: November 13, 2023
	/s/ Jeffrey M. Quick
	Jeffrey M. Quick
	Interim Chief Executive Officer

3

EX-99.1

EXHIBIT 99.1

374Water Releases Q3 2023 Results

Updates OC Sanitation unit deployment timeline

Announces Brad Meyers as become Chief Operating Officer

DURHAM, NC / ACCESSWIRE / November 10, 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 September 30, 2023.

"We continue to make great progress in our pursuit to deliver our first commercial AirSCWO 6 system to Orange County Sanitation District and bring to life our plans to engage with additional municipalities to redefine industry standards in waste management," said Jeff Quick, Interim CEO of 374Water. "While our revolutionary technology has the ability to shape the future of the industry, our unwavering dedication to perfection and our resolve to anticipate issues have led to an anticipated delivery timeline for our debut unit in early 2024. The additional months will help ensure flawless operation to meet our customer's objectives such that we can showcase a technology that not only meets, but surpasses, expectations of our existing and prospective customers as well as our shareholders. We are confident that the presence of an operational unit will help solidify new transactions."

Mr. Quick continued, "At the same time, we continue to invest in building and maturing transactions in our pipeline. We look forward to sharing news of successful deployment and new contracts in the near future that support revenue growth and profitability over the long term."

Financial Highlights

· For the nine month period ended September 30, 2023, the Company generated revenue of $864,000 which compares to $2,226,000 for the nine months ended September 30, 2022, a 61% decrease. Revenue for the quarter decreased 99% to $12,000, compared to last year's quarter of $923,000.

○ Our revenue streams this quarter reflect continued emphasis on cultivating long-term customer relationships. We are currently nurturing several key partnerships that are in the later stages of our sales cycle, which have the potential not only to enhance upcoming revenues but to provide a stable foundation for sustainable growth.

· Total Operating Expenses increased as the Company makes strides in building its pipeline while commercializing and improving its technology:

○ For the nine month period ended September 30, 2023, Total Operating Expenses increased to $5,250,000 from $3,265,000 driven primarily by an increase in Compensation and Related expenses to $2,191,000 from $1,136,000 and an increase in General and Administrative expenses to $1,804,000 from $1,027,000.

◾	For the quarter ended September 30, 2023, Total Operating Expenses increased to $1,716,000 from $1,023,000. Compensation and Related Expenses grew to $739,000 from $435,000. General and Administrative expenses increased to $542,000 from $387,000.
◾	For the nine 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, improve operations and customer service and drive innovation.
◾	For the nine 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.

Capital Structure

· As of September 30, 2023 the Company had working capital of $16,278,000 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

· Brad Meyers has been promoted from our Head of Manufacturing to Chief Operating Officer demonstrating 374Water's commitment to successfully scaling its business. Mr. Meyers is an experienced executive with a demonstrated history of working in automotive and industrial manufacturing. He has designed, installed, and removed systems for the automotive manufacturing, recycling, aggregate processing, rubber processing, and industrial manufacturing sectors. Mr. Meyers has also commercialized several technologies and products during his industrial career, being instrumental from the R&D phase through full scale production and sales.

· The Company continues to gain traction in testing in quality control as it plans to deploy ANA, the first commercial-grade AirSCWO unit to Orange County Sanitation District. Brad Meyers, 374Water's newly appointed Chief Operating Officer commented on the progress being made in preparation of deployment, "We are excited to announce the successful completion of the Factory Acceptance Test (FAT) for our dewatering skid, along with significant enhancements to the control interface that connects it with the AirSCWO 6 system. These advancements enable real-time adjustments in the solid concentrations during the biosolids processing phase. This innovation not only ensures seamless continuous operation but optimizes the concentration and throughput. Furthermore, it affords greater control over the inert mineral load, enhancing the overall efficiency of the AirSCWO's solids management system."

· At the same time, our second unit, Genesis, is also underway with an anticipated deployment in 2024 as our demonstration unit.

· The Company was pleased to win the esteemed Innovative Technology Award at this year's WEFTEC conference, reflecting its unwavering commitment to pushing the boundaries of innovation to create sustainable solutions for the water industry while pioneering a new era in sustainable waste management.

· The Company announced it had received approval for funding from the Legislative-Citizen Commission on Minnesota Resources (LCCMR). The team's study, "Breaking the PFAS Cycle with a Full-Scale Demonstration" was selected for inclusion in the LCCMR's annual recommendations to the Minnesota Legislature on how to allocate proceeds from the state's Environment and Natural Resources Trust Fund.

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

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

374Water Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2023 (Unaudited) and December 31, 2022

	2023			2022
Assets
Current Assets:
Cash	$	12,802,091		$	4,046,937
Accounts receivable, net of allowance of $74 and $0		16,761			-
Unbilled accounts receivable		1,697,576			918,164
Inventory		1,910,123			1,660,710
Investments		-			1,944,464
Prepaid expenses		416,464			153,455
Total Current Assets		16,843,015			8,723,730
Long-Term Assets:
Equipment, net		182,099			143,079
Intangible asset, net		1,004,957			1,050,022
Total Long-Term Assets		1,187,056			1,193,101
Total Assets	$	18,030,071		$	9,916,831
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	382,027		$	1,449,582
Deferred revenue		183,060			200,109
Other liabilities		-			13,528
Total Current Liabilities		565,087			1,663,219
Total Liabilities		565,087			1,663,219
Stockholders' Equity
Preferred stock: 50,000,000 authorized; par value $0.0001 per share, nil issued and outstanding at September 30, 2023 and December 31, 2022		-			-
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 132,667,107 and 126,702,545 shares outstanding at September 30, 2023 and December 31, 2022, respectively		13,266			12,669
Additional paid-in capital		30,326,463			16,110,221
Accumulated (deficit)		(12,872,333	)		(7,849,982	)
Accumulated other comprehensive loss		(2,412	)		(19,296	)
Total Stockholders' Equity		17,464,984			8,253,612
Total Liabilities and Stockholders' Equity	$	18,030,071		$	9,916,831

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

374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Operations 

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Revenue	$	12,290		$	922,718		$	863,611		$	2,226,477
Cost of Goods Sold		178,680			812,386			944,082			1,962,879
Gross Profit (Loss)		(166,390	)		110,332			(80,471	)		263,598
Operating Expenses
Research and development		317,573			118,253			945,443			726,602
Compensation and related expenses		739,181			435,297			2,191,061			1,135,979
Professional fees		117,543			82,752			309,398			375,313
General and administrative		541,697			387,018			1,803,691			1,027,287
Total Operating Expenses		1,715,994			1,023,320			5,249,593			3,265,181
Loss from Operations		(1,882,384	)		(912,988	)		(5,330,064	)		(3,001,583	)
Other Income (Expense)
Interest income		148,834			162			261,660			1,617
Other income		2,119			-			46,053			7
Total Other Income (Expense)		150,953			162			307,713			1,624
Net Loss before Income Taxes		(1,731,431	)		(912,826	)		(5,022,351	)		(2,999,959	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(1,731,431	)	$	(912,826	)	$	(5,022,351	)	$	(2,999,959	)
Other Comprehensive Loss
Change in foreign currency translation		(7,850	)		-			(2,412	)		(850	)
Change in unrealized loss on marketable securities		-			(3,122	)		-			(3,122	)
Total other comprehensive gain (loss)		(7,850	)		(3,122	)		(2,412	)		(3,972	)
Total Comprehensive Loss		(1,739,281	)		(915,948	)		(5,024,763	)		(3,003,931	)
Net Loss per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.02	)
Weighted Average Common Shares Outstanding - Basic and Diluted		132,145,497			126,680,895			129,578,743			126,621,412

374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022 (Unaudited)

	2023			2022
Cash Flows from Operating Activities
Net loss	$	(5,022,351	)	$	(2,999,959	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		63,582			50,052
Stock based compensation		667,950			419,995
Change in foreign currency translation		(2,083	)		-
Changes in operating assets and liabilities:
Accounts receivable		(16,761	)		(164,600	)
Unbilled accounts receivable		(779,412	)		-
Inventory		(249,413	)		-
Prepaid expenses		(263,009	)		(1,079,467	)
Accounts payable and accrued expenses		(1,067,555	)		980,679
Deferred revenue		(17,049	)		200,109
Other liabilities		(13,528	)		(5,002	)
Cash Provided by (Used In) Operating Activities		(6,699,629	)		(2,598,193	)
Cash Flows from Investing Activities
Purchase of marketable securities		-			(5,998,243	)
Purchase of equipment		(51,813	)		(125,011	)
Increase in intangible assets		(5,724	)		(1,745	)
Cash Provided by (Used In) Investing Activities		(57,537	)		(6,123,999	)
Cash Flows from Financing Activities
Proceeds from the sale of investments		1,963,431			-
Proceeds from the issuance of common stock		13,548,889			-
Cash Provided by Financing Activities		15,512,320			-
Net Increase in Cash		8,755,154			(8,723,192	)
Cash, Beginning of the Period		4,046,937			11,131,175
Cash, End of the Period	$	12,802,091		$	2,407,983
NON-CASH FINANCING ACTIVITIES
Conversion of preferred stock to common stock	$	-		$	133

SOURCE: 374Water Inc.

XML

Cover	Nov. 06, 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	Nov. 06, 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
Local Phone Number	888-8194
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	SCWO
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false