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): December 14, 2021

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: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
-	-	-

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 December 14, 2021, 374Water Inc. (the “Company”) issued a press release announcing that the U.S. Department of Energy and Israel’s Ministry of Energy along with the Israel Innovation Authority selected the partnership of the Company and Environmental Services Company, Ltd. to conduct a clean energy project through the Binational Industrial Research and Development Energy program. 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 December 14, 2021.

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.

	374WATER INC.
Dated: December 14, 2021	By:	/s/ Yaacov Nagar
	Name:	Yaacov Nagar
	Title:	Chief Executive Officer

3

EX-99.1

EXHIBIT 99.1

374Water and Environmental Services Company are Selected for an Energy and Resource Recovery Project by the U.S. DOE and Israel MoE

DURHAM, NC / ACCESSWIRE/ December 14, 2021 / 374Water Inc. (OTCQB: SCWO), is pleased to announce that the U.S. Department of Energy (DOE) and Israel’s Ministry of Energy (MoE), along with the Israel Innovation Authority, have selected 374Water and Environmental Services Company, Ltd. (ESC) to conduct a cleantech project through the Binational Industrial Research and Development (BIRD) Energy program.

374Water and ESC will adapt and deploy an AirSCWO™ Nix6 system to harness energy and resource recovery from hazardous organic waste using supercritical water oxidation. The $3.5M USD project will accelerate technology innovation on the water-energy nexus. BIRD Energy will contribute $900,000 USD.

“374Water is excited to partner with ESC on a project supported by the US and Israeli governments, and the BIRD Energy program. Our AirSCWO™ technology coupled with ESC’s extensive waste management experience will shift the waste paradigm from energy-intensive treatment and disposal to energy-efficient elimination and resource recovery,” commented 374Water, Co-Founder and CEO, Kobe Nagar. “We are excited to expand our global footprint into Israel, a country well known for innovation.”

AirSCWO™ is a revolutionary physical-thermal process that uses supercritical water oxidation to convert waste to recoverable energy, water, and minerals, while eliminating organic pollutants, including “forever” chemicals such as PFAS.

BIRD Energy supports research and development that benefits both the United States and Israel by enabling commercialization of sustainable energy technologies that improve economic competitiveness, create jobs, and increase energy security. It has funded 60 cooperative Israel-U.S. clean energy projects for a total government investment of approximately $47.5 million and approximately $62 million in funds matched by the private sector.

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 Inc.

374Water is a US-based 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 the United Nations Sustainable Development Goals.

CONTACT: Mr. Richard Davis ir@374Water.com, (786) 412-7015

XML

Cover	Dec. 14, 2021
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	Dec. 14, 2021
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