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): March 29, 2024

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 March 29, 2024, 374Water Inc. (the “Company”) issued a press release reporting the Company’s results for the fourth quarter and year ended December 31, 2023. 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 March 29, 2024.
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: March 29, 2024	374WATER INC.
	By:	/s/ Jeffrey M. Quick
	Name:	Jeffrey M. Quick
	Title:	Interim Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

374Water Releases 2023 Results

Announced Collaboration with DIU, Arcadis and Clean Earth to Advance PFAS Remediation for Defense Sites Announced new contract with City of Orlando

DURHAM, NC / ACCESSWIRE / March 29, 2024 / 374Water Inc. (NASDAQ:SCWO), a global social impact and cleantech company offering a revolutionary waste management solution for the environment, today provides a business update and reports its financial results for the fourth quarter and year ended December 31, 2023.

“In the fourth quarter, we’ve made significant progress with our AirSCWO 6 system, moving closer to its deployment to Orange County Sanitation District which we still expect to occur in the first half of this year,” said Jeff Quick, Interim CEO of 374Water. “We are excited to have recently secured a contract with another major municipality in Orlando, a testament to the compelling nature of our SCWO technology. While our sales cycle is lengthy, we expect our pipeline to accelerate following successful system installations.”

Financial Highlights

·	For the twelve month period ended December 31, 2023, the Company generated revenue of $744,000 which compares to $3,016,000 for the twelve months ending December 31, 2022, a 75% decrease.
	○	Our 2023 revenue reflects continued emphasis on operations and manufacturing with a focus on deploying our sold unit. At the same time, we continue to conduct treatability studies and cultivate long-term customer relationships.
·	Total Operating Expenses increased as the Company makes strides in building its pipeline while commercializing and improving its technology:
	○	For the twelve month period ended December 31, 2023, Total Operating Expenses increased to $7,535,000 from $5,093,000 driven primarily by an increase in Compensation and Related expenses to $2,855,000 from $1,645,000 and an increase in General and Administrative expenses to $2,675,000 from $1,566,000.
		■	For the full year, Compensation and Related expenses increased primarily due to increases in payroll and benefit expenses as a result of deliberate growth of our talented and capable workforce to meet our development objectives, improve operations and customer service and drive innovation.
		■	For the full year, General and Administrative expenses increased primarily as a result of increased marketing expenses thoughtfully incurred to expand our customer base and brand awareness.

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Capital Structure

· As of December 31, 2023, the Company had working capital of $13,528,000 compared to $7,061,000 at December 31, 2022. This increase in working capital provides sufficient capital to execute the Company’s goals and objectives.

Operational Highlights

· The Company continues to gain traction with new customers. After the close of the quarter, the Company announced a new contract with the City of Orlando, highlighted by the deployment of an AirSCWO 6 service unit, which will be integrated into Orlando’s Iron Bridge Water Pollution Control Facility. This unit is expected to be deployed in the second half of 2024 as the Company aims to satisfy manufacturing requirements for the previously-sold unit, and is designed to treat no less than 400 metric tons of sludge monthly during a three-month collaboration period for fees totaling $812,000. This contract aims to enhance the facility’s operational efficiency and reduce its environmental footprint.

· The Company announced its participation in a pivotal environmental initiative spearheaded by the Defense Innovation Unit (DIU) within the Department of Defense (DoD). This collaboration is dedicated to showcasing advanced technologies for the treatment of persistent contaminants, specifically per- and polyfluoroalkyl substances (PFAS). The Company is excited to be working alongside companies like Arcadis and Clean Earth for this project.

· The Company announced in partnership with Global Partners for Development, the Homa Bay Blueprint, a clean water initiative for Africa’s Great Lakes region. Featuring 374Water’s advanced AirSCWO technology, this project in Lake Victoria aims to improve health and ecology for Homa Bay’s 1.3 million inhabitants and devastate ecology. Preparations involve the University of Nairobi, Kenya’s Ministry of Water and Environment, Homa Bay government, and local stakeholders.

· 374Water continued its progress tracking for an expected first half 2024 deployment to Orange County Sanitation District, working collaboratively with the customer to make final improvements to ensure the system meets all of the customer’s requirements.

· The Company has made tangible progress in pursuit of building a C-Suite that can appropriately scale the business and expects to name a permanent CEO as soon as possible.

· The Company is in the process of transitioning from its existing manufacturing location to its own, larger facility in furtherance of its business plan. The Company has identified a location sufficient to house manufacturing and laboratory space and anticipates being fully operational in this space or similar space in July of this year. During 2023 and into 2024, the Company has undertaken initiatives to build in-house operational expertise for managing the new facility.

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

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374 Water Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2023 and December 31, 2022

	2023			2022
Assets
Current Assets:
Cash and cash equivalents	$	10,445,404		$	4,046,937
Accounts receivable, net of allowance of $2,909 and $0, respectively		64,792			-
Other receivables		39,749			-
Unbilled accounts receivable		1,494,553			918,164
Inventory		2,276,677			1,660,710
Investments		-			1,944,464
Prepaid expenses		581,085			153,455
Total Current Assets		14,902,260			8,723,730
Long-Term Assets:
Property and equipment, net		230,971			143,079
Intangible asset, net		988,029			1,050,022
Total Long-Term Assets		1,219,000			1,193,101
Total Assets	$	16,121,260		$	9,916,831
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	572,297		$	1,449,582
Accrued contract loss provision		500,000			-
Accrued legal settlement		135,000			-
Unearned revenue		130,000			200,109
Other liabilities		36,787			13,528
Total Current Liabilities		1,374,084			1,663,219
Total Liabilities		1,374,084			1,663,219
Commitments and contingencies (Note 10)
Stockholders’ Equity
Preferred stock: 50,000,000 Convertible Series D preferred shares authorized; par value $0.0001 per share, nil issued and outstanding at December 31, 2023 and 2022, respectively		-			-
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 132,667,107 and 126,702,545 shares issued and outstanding at December 31, 2023 and 2022, respectively		13,266			12,669
Additional paid-in capital		30,684,943			16,110,221
Accumulated deficit		(15,953,504	)		(7,849,982	)
Accumulated other comprehensive income (loss)		2,471			(19,296	)
Total Stockholders’ Equity		14,747,176			8,253,612
Total Liabilities and Stockholders’ Equity	$	16,121,260		$	9,916,831

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374 Water Inc. and Subsidiaries

Consolidated Statements of Operations

	For the years ended December 31,
	2023			2022
Revenue	$	743,952		$	3,015,521
Cost of revenues		(1,852,208	)		(2,679,020	)
Gross margin		(1,108,256	)		336,501
Operating Expenses
Research and development		1,496,129			1,113,500
Compensation and related expenses		2,854,494			1,644,861
Professional fees		508,795			768,548
General and administrative		2,675,202			1,565,723
Total Operating Expenses		7,534,620			5,092,632
Loss from Operations		(8,642,876	)		(4,756,131	)
Other Income
Interest income		446,669			67,067
Other income (expense)		92,685			(903	)
Total Other Income, net		539,354			66,164
Net Loss before Income Taxes		(8,103,522	)		(4,689,967	)
Provision for Income Taxes		-			-
Net Loss	$	(8,103,522	)	$	(4,689,967	)
Other comprehensive income (loss)
Unrealized losses on marketable securities		-			(18,968	)
Foreign currency translation		2,799			(328	)
Total other comprehensive income (loss)		2,799			(19,296	)
Total comprehensive loss		(8,100,723	)		(4,709,263	)
Net Loss per Share - Basic and Diluted	$	(0.06	)	$	(0.04	)
Weighted Average Common Shares Outstanding - Basic and Diluted		130,367,662			126,641,536

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374 Water Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

	For the years ended
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(8,103,522	)	$	(4,689,967	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization expense		85,816			67,573
Stock-based compensation		925,181			610,741
Issuance of restricted stock for services		71,200			-
Changes in operating assets and liabilities:
Accounts receivable		(64,792	)		-
Other receivables		(39,749	)		-
Unbilled accounts receivable		(576,389	)		(918,164	)
Inventory		(615,967	)		(1,660,710	)
Prepaid expense and other assets		(427,630	)		65,011
Accounts payable and accrued expenses		(877,285	)		1,386,601
Contract loss provision		500,000			-
Accrued legal settlement		135,000			-
Unearned revenue		(70,109	)		200,109
Other liabilities		23,259			(9,862	)
Net cash used in operating activities		(9,034,987	)		(4,948,668	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment		(105,990	)		(144,567	)
Purchases of marketable securities		-			(1,963,432	)
Proceeds from marketable securities		1,963,432			-
Increase in intangible assets		(5,725	)		(52,292	)
Net cash provided by (used in) investing activities		1,851,717			(2,160,291	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the exercise of options and warrants		137,500			25,049
Proceeds from the issuance of common stock		13,441,438			-
Net cash provided by financing activities		13,578,938			25,049
Effect of exchange rates on cash		2,799			(328	)
NET INCREASE (DECREASE) IN CASH		6,398,467			(7,084,238	)
CASH - Beginning of year		4,046,937			11,131,175
CASH - End of year	$	10,445,404		$	4,046,937
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
NON-CASH INVESTING ACTIVITIES:
Change in unrealized loss on AFS investment securities	$	-		$	(18,968	)
Transfers of investment securities from AFS to HTM	$	1,963,432		$	-
Amortization of AFS investment securities unrealized loss in AOCI into interest income as yield adjustment	$	18,968			-

SOURCE: 374Water Inc.

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XML

Cover	Mar. 29, 2024
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	Mar. 29, 2024
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