8-K - SCWO - Equibles

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): August 15, 2024

374WATER INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	001-41420	88-0271109
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(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File No.)	(I.R.S. Employer<br><br>Identification No.)

701 W Main Street, Suite 410

Durham, NC 27701

(Address of Principal Executive

Offices)(Zip Code)

(440) 609-9677

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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<br><br>Symbol(s)	Name of each exchange on<br><br>which registered
Common Stock, par value $0.0001	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 August 15, 2024, 374Water Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2024 and certain other business information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information furnished in Item 2.02 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, 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 into any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On August 15, 2024, the Company issued a press release regarding the strengthening of its management team with the addition of Peter Mandel as its General Counsel. A copy of the press release is furnished as Exhibit 99.2 to this Current Report.

The information furnished in Item 7.01 of this Current Report, including Exhibit 99.2, 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 into any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by 374Water Inc., dated August 15, 2024.
99.2	Press release issued by 374Water Inc., dated August 15, 2024.
104	Cover Page Interactive Data File (formatted as Inline XBRL)
2
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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: August 15, 2024	374WATER INC.
	By:	/s/ Christian Gannon
	Name:	Christian Gannon
	Title:	Chief Executive Officer
3
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scwo_ex991.htm EXHIBIT 99.1

374Water Releases Second Quarter 2024 Results and Provides Business Update

374Water Inc. (NASDAQ:SCWO), a global leader in organic waste destruction technology for the federal, municipal and industrial markets, today provides a business update and reports its financial results for the second quarter and six months ended June 30, 2024.

Chirs Gannon, President and CEO of 374Water commented: "In just one quarter as a new executive leadership team, we have made significant progress on our path towards commercializing our AirSCWO technology by taking meaningful steps in the four priority areas outlined when I took the helm as CEO: (1) fulfill contractual commitments to demonstrate the efficacy of our AirSCWO technology; (2) commercialize our AirSCWO system and expand our market opportunity; (3) secure strategic TSDF partnerships; and (4) expand our manufacturing and engineering capabilities. Notably, we deployed our AirSCWO system to the City of Orlando where we will treat biosolids waste and complete previously announced PFAS destruction demonstrations for federal agencies. This deployment aligns with our broader strategy to address the pressing need for effective, clean waste destruction solutions. We have made substantial progress in our AirSCWO product development activities and have seen material improvements in our technology. We believe deploying to Orlando will showcase our technology's versatility and effectiveness, accelerate the path towards commercialization, and provide the foundation to achieve our near and long-term goals. We estimate the global market opportunity for our waste destruction technology across our municipal, federal and industrial markets to be measured in the hundreds of billions of dollars and we are committed to efficiently scaling our technology while creating value for our stakeholders."

Financial Highlights

·	For the three-month period ended June 30, 2024, the Company generated revenue of approximately $37,000 which compares to approximately $50,000 for the three months ending June 30, 2023, a 26% decrease.
·	For the six-month period ended June 30, 2024, the Company generated revenue of approximately $352,000 which compares to approximately $851,000 for the six months ending June 30, 2023, a 59% decrease.

○

Our revenue is primarily based on progress toward completion of our sold unit and also includes the sale of treatability services. Costs associated with our sold unit have started to decline as we reach the end of our fabrication and testing, which have had a direct correlation to the reduced revenue recognized in this period under our percentage of completion revenue recognition method. This has had a direct impact on our change in revenue in the first half of 2024 compared to the first half of 2023.

·	Total operating expenses increased from $3.5 million in the first half of 2023 to $4.9 million in the first half of 2024, driven primarily by an increase in our research and development expenses of approximately $474,000, increase in our general and administrative expenses of approximately $250,000, increase in our professional fees of approximately $677,000.

○	The increases in research and development and general and administrative expenses stem from our continued effort to commercialize our AirSCWO systems and our strategic growth plan to ensure we have sufficient personnel and an executive team to support our expected growth.
○	The increase in our professional fees are primarily non-recurring expenses related to the settlement of a legal matter and the changes in our executive leadership and board of directors that occurred during the quarter ended June 30, 2024.

Capital Structure

·	As of June 30, 2024, we have working capital of $7.2 million, consisting of $8.8 million of current assets comprised primarily of cash, receivables and inventory offset by $1.5 million of current liabilities comprised of accounts payable and accrued expenses arising from the normal course of business. We currently have no outstanding debt obligations.

Business Highlights

·	The Company announced the election of our Board of Directors, overwhelmingly approved by stockholders, including Richard H. Davis, Marc Deshusses, Deanna Rene Estes, Chris Gannon, Terry Merrell, Buddie Joe (BJ) Penn, and James Vanderhider.
·	Deborah Cooper was appointed as the Company's new Chief Administrative Officer (CAO), bringing over 20 years of administrative leadership experience in the technology and environmental sectors, where she has excelled in streamlining operations and enhancing organizational efficiency.
·	The AirSCWO system was successfully deployed and delivered to Orlando's Iron Bridge Water Pollution Control Facility. This deployment marks a significant milestone in our partnership with the City of Orlando and reinforces our commitment to fulfilling customer contracts.
·	The Company announced the successful completion of pharmaceutical waste testing using its innovative AirSCWO technology. The results demonstrated exceptional efficacy in destroying pharmaceutical contaminants, which we believe will position the Company as a leader in addressing complex waste streams.
·	The Company released a comprehensive white paper detailing the potential of its AirSCWO technology to address lithium-ion battery waste. The paper highlights the technology's potential to safely and efficiently process hazardous battery materials and to offer a sustainable solution to a growing environmental challenge.

Earnings Conference Call

Management will hold a conference call at 10:00 am Pacific Time (1:00 pm Eastern Time) on Thursday, August 15, 2024, to provide a more detailed business update, discussion of quarterly results and conduct a Q&A session. Participants who wish to join the conference by telephone can access the call by dialing (Toll Free) 888-506-0062 or (International) 973-528-0011. Participants may join the live webcast by accessing it at the webcast registration link here: https://www.webcaster4.com/Webcast/Page/3040/51011

A webcast replay will be available through August 29, 2024 on the Investors Section of the Company's website at https://374water.com/2022-investor-presentation/.

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 company providing innovative solutions addressing wastewater treatment and waste management issues within the municipal, federal and industrial markets. 374Water's AirSCWO technology is designed to efficiently destroy and mineralize a broad spectrum of organic non-hazardous and hazardous organic wastes producing safe dischargeable water streams, safe mineral effluent, safe vent gas, and recoverable heat energy. 374Water's AirSCWO technology has the potential to assist its customers to meet discharge requirements, reduce or eliminate disposal costs, remove bottlenecks, and reduce litigation and other risks. 374Water continues to be a leader in innovative waste treatment solutions, dedicated to creating a greener future and eradicating harmful pollutants. Learn more by visiting www.374water.com and follow us on LinkedIn.

Cautionary Language on Forward-Looking Statements

Certain statements in this communication are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance, including statements relating to our ability to execute on our strategic plan, the anticipated benefits of our move to Orlando and our progress toward commercialization, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as well as the Company's subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contact:

Heather Crowell

ir@374water.com

Media Contact:

Christian Rizzo

media@374water.com

374Water Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

			December 31,<br> <br>2023

| Cash | 5,083,482 | | $ | 10,445,404 | |

| Accounts receivable, net of allowance | 57,437 | | | 64,792 | |

| Other accounts receivable | 24,801 | | | 39,749 | |

| Unbilled accounts receivable | 1,771,609 | | | 1,494,553 | |

| Inventory, net | 1,016,231 | | | 2,276,677 | |

| Prepaid expenses | 856,580 | | | 581,085 | |

| Total Current Assets | 8,810,140 | | | 14,902,260 | | | Property and equipment, net | 260,154 | | | 230,971 | |

| Equipment-in-process | 2,148,062 | | | - | |

| Intangible asset,net | 981,335 | | | 988,029 | |

| Other assets | 15,709 | | | - | |

| Total Long-Term Assets | 3,405,260 | | | 1,219,000 | |

| Total Assets | 12,215,400 | | $ | 16,121,260 | |

| Accounts payable and accrued expenses | 892,275 | | $ | 572,297 | |

| Accrued contract loss provision | 600,000 | | | 500,000 | |

| Accrued legal settlement | - | | | 135,000 | |

| Unearned Revenue | 32,768 | | | 130,000 | |

| Other liabilities | 11,743 | | | 36,787 | |

| Total Current Liabilities | 1,536,786 | | | 1,374,084 | |

| Total Liabilities | 1,536,786 | | | 1,374,084 | | | Stockholders Equity | | | | | |

| Common stock: 200,000,000 common shares authorized, par value 0.0001 per share, 132,932,335 and 132,667,107 shares outstanding at June 30, 2024 and December 31, 2023, respectively | 13,292 | | | 13,266 | |

| Additional paid-in capital | 31,573,140 | | | 30,684,943 | |

| Accumulated deficit | (20,910,289 | ) | | (15,953,504 | ) |

| Accumulated other income | 2,471 | | | 2,471 | |

| Total Stockholders Equity | 10,678,614 | | | 14,747,176 | | | Total Liabilities & Stockholders Equity | 12,215,400 | | $ | 16,121,260 | |

All values are in US Dollars.

374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited )

Three Months Ended Six Months Ended

	June 30,Three Months Ended						June 30,Six Months Ended

| | 2024 | | | 2023 | | | 2024 | | | 2023 | | |

| Revenue | $ | 36,821 | | $ | 49,863 | | $ | 352,099 | | $ | 851,321 | |

| Cost of goods sold | | 43,543 | | | 45,257 | | | 660,841 | | | 765,403 | |

| Gross margin | | (6,722 | ) | | 4,606 | | | (308,742 | ) | | 85,918 | | | Operating Expenses | | | | | | | | | | | | |

| Research and development | | 566,568 | | | 271,964 | | | 1,101,715 | | | 627,869 | |

| Compensation and related expenses | | 777,825 | | | 733,121 | | | 1,429,429 | | | 1,451,881 | |

| Professional fees | | 615,987 | | | 92,285 | | | 868,692 | | | 191,857 | |

| General and administrative | | 1,051,998 | | | 676,333 | | | 1,511,725 | | | 1,261,995 | |

| Total Operating Expenses | | 3,012,378 | | | 1,773,703 | | | 4,911,561 | | | 3,533,602 | | | Loss from Operations | | (3,019,100 | ) | | (1,769,097 | ) | | (5,220,303 | ) | | (3,447,684 | ) | | Other Income | | | | | | | | | | | | |

| Interest income | | 74,192 | | | 74,967 | | | 178,812 | | | 112,826 | |

| Other income | | 12,588 | | | 43,553 | | | 84,706 | | | 43,938 | |

| Total Other Income | | 86,780 | | | 118,520 | | | 263,518 | | | 156,764 | | | Net Loss before Income Taxes | | (2,932,320 | ) | | (1,650,577 | ) | | (4,956,785 | ) | | (3,290,920 | ) |

| Provision for Income Taxes | | - | | | - | | | - | | | - | | | Net Loss | $ | (2,932,320 | ) | $ | (1,650,577 | ) | $ | (4,956,785 | ) | $ | (3,290,920 | ) | | Net Loss per Share - Basic and Diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.03 | ) | | Weighted Average Common Shares Outstanding | | 132,801,137 | | | 129,389,098 | | | 132,735,552 | | | 128,274,091 | | | Comprehensive loss: | | | | | | | | | | | | |

| Net Loss | $ | (2,932,320 | ) | $ | (1,650,577 | ) | $ | (4,956,785 | ) | $ | (3,290,920 | ) |

| Change in foreign currency translation | | - | | | 4,943 | | | - | | | 5,438 | |

| Total comprehensive loss | $ | (2,932,320 | ) | $ | (1,645,634 | ) | $ | (4,956,785 | ) | $ | (3,285,482 | ) |

374Water Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

	Six Months<br> <br>Ended<br> <br>June 30,<br> <br>2024			Six Months<br> <br>Ended<br> <br>June 30,<br> <br>2023
Net loss	$	(4,956,785	)	$	(3,290,920	)

| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | |

| Depreciation and amortization | | 50,953 | | | 44,281 | |

| Issuance of common stock for services | | 342,600 | | | - | |

| Stock-based compensation | | 458,584 | | | 514,934 | |

| Change in foreign currency translation | | - | | | 5,767 | |

| Gain on legal settlement | | (22,303 | ) | | - | |

| Inventory reserve | | 50,000 | | | - | |

| Changes in operating assets and liabilities: | | | | | | |

| Accounts receivable | | 7,355 | | | (17,526 | ) |

| Other accounts receivable | | 14,948 | | | - | |

| Unbilled accounts receivable | | (277,056 | ) | | (790,863 | ) |

| Inventory | | (608,838 | ) | | (143,785 | ) |

| Prepaid expenses | | (275,495 | ) | | (52,998 | ) |

| Other assets | | (15,709 | ) | | - | |

| Accounts payable and accrued expenses | | 319,978 | | | (1,115,353 | ) |

| Accrued contract loss provision | | 100,000 | | | - | |

| Unearned Revenue | | (97,232 | ) | | (17,048 | ) |

| Other Liabilities | | (25,044 | ) | | (13,528 | ) |

| Net cash used in operating activities | | (4,934,044 | ) | | (4,877,039 | ) | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |

| Purchases of property and equipment | | (46,093 | ) | | (7,303 | ) |

| Purchases of equipment-in-process | | (328,778 | ) | | - | |

| Increase in intangible assets | | (27,349 | ) | | (5,623 | ) |

| Proceeds from the sale of investments | | - | | | 1,963,430 | |

| Net cash provided by (used in) investing activities | | (402,220 | ) | | 1,950,504 | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |

| Net (issuance costs) proceeds from the sale of commonstock | | (25,658 | ) | | 13,478,959 | |

| Net cash provided by (used in) financing activities | | (25,658 | ) | | 13,478,959 | | | Net increase (decrease) in cash | | (5,361,922 | ) | | 10,552,424 | | | Cash, beginning of period | | 10,445,404 | | | 4,046,937 | |

| Cash, end of period | $ | 5,083,482 | | $ | 14,599,361 | | | Supplemental cash flow disclosures | | | | | | |

| Cash paid for interest | $ | - | | $ | - | |

| Cash paid for taxes | $ | - | | $ | - | | | Supplemental disclosure investing activities | | | | | | |

| Reclassification of inventory to equipment-in-process | $ | 1,819,284 | | $ | - | |

SOURCE: 374Water, Inc.

scwo_ex992.htm EXHIBIT 99.2

374Water Strengthens Management Team with Addition of Peter Mandel as General Counsel

DURHAM, NC, August 15, 2024 – 374Water Inc. (Nasdaq: SCWO), a global leader in organic waste destruction technology for the municipal, federal and industrial markets, today announced the appointment of Peter Mandel as General Counsel, effective August 19, 2024. With extensive experience in corporate and securities law, public company representation, and transformative capital markets transactions, Mr. Mandel will oversee the Company’s legal functions while serving as a trusted adviser to the management team and Board of Directors as it scales its operations and commercializes its innovative technology.

"As we grow our organization, we are excited to welcome Peter to 374Water’s executive team," said Chris Gannon, CEO of 374Water. "His legal expertise, business acumen, and strategic insight will be instrumental as we scale our business and commercialize our AirSCWO technology. With his extensive experience, Peter will be a key partner in shaping our strategies for long-term sustainable growth and ensuring the tactical execution of key initiatives. He will play a critical role in driving our mission to deliver innovative waste destruction technologies and capitalize on expanding market opportunities."

Previously, Mandel served as General Counsel at HALO Precision Diagnostics, where he led the legal function and provided guidance on risk mitigation and business operations, executed business transactions and advised the board on corporate governance matters. Prior to his role at HALO Precision Diagnostics, he was Head of Corporate Legal at Olema Oncology, a publicly traded biotech where he was instrumental in the company's initial public offering and subsequent public filings, governance and securities compliance, overseeing equity compensation programs and managing board matters. Mandel began his legal career at Latham & Watkins LLP and later joined Cooley LLP, representing numerous high-profile public and private technology and biotechnology companies across a multitude of strategic and capital markets transactions. Mandel holds a J.D. from Stanford Law School and a B.A. with honors from the University of California, Berkeley. Mr. Mandel holds a J.D. from Stanford Law School and a B.A. with honors from the University of California, Berkeley.

"I’m honored to join 374Water and contribute to a company with such a compelling mission and innovative technology,” said Peter Mandel. “This is a unique opportunity to help shape the future of this company and capitalize on the tremendous opportunities ahead to deliver sustainable waste destruction solutions. I look forward to working closely with Chris, the Board, and the entire team to drive strategies that advance our mission, support growth and innovation initiatives, and deliver long-term value to our stakeholders.”

About 374Water

Cautionary Language on Forward-Looking Statements

Certain statements in this communication are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance, including statements relating to our ability to execute on our strategic plan and the results of our 2024 Annual Meeting and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contact:

Heather Crowell

ir@374water.com

Media Contact:

Christian Rizzo

media@374water.com