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): August 31, 2023

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):

Securities registered pursuant to Section 12(b) of the Act:

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

Effective as of September 1, 2023, the Board of Directors (the “Board”) of 374Water Inc. (the “Company”) appointed Jeff Quick as Interim Chief Executive Officer (“CEO”) of the Company. In connection with the appointment of Mr. Quick, Yacoov Nagar, the CEO and Chairman of the Board will transition out of his role as CEO and into the role of Technology Principal. Mr. Nagar will continue as the Chairman of the Board.  Mr. Nagar will report to Mr. Quick in his new Technology Principal role.

Mr. Quick, 52, has served as the Company’s General Counsel since June 16, 2022.  Since 2003, Mr. Quick has been the principal of Quick Law Group, a law firm focusing on private and public company corporate and securities law. From November 2021 and prior to assuming the role of General Counsel, Mr. Quick served as the Company’s outside legal counsel. Mr. Quick currently receives an annual base salary of $80,000 and will not receive any additional compensation, at this time. Mr. Quick has no familial relationships with the Company and there have been no reportable related party transactions between the Company and Mr. Quick.

Item 7.01  Regulation FD Disclosure.

On September 1, 2023, the Company issued a press release announcing Mr. Quick’s appointment as Interim CEO. 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 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, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

scwo_ex991.htm EXHIBIBT 99.1

374Water Announces CEO Transition

Yaacov Nagar to Transition from CEO and Continue as Chairman of the Board

Jeff Quick Appointed Interim CEO as Board Initiates Search for Successor

DURHAM, NC / ACCESSWIRE / September 1, 2023 / – 374Water Inc. (Nasdaq:SCWO), a global cleantech and social impact company, today announced that Yaacov “Kobe” Nagar will transition from Chief Executive Officer, effective September 1, 2023, as part of a strategic realignment by the Company to focus on technology deployment, enhancement, and customer delivery. Mr. Nagar assumes the role of Technology Principal and will continue as the Chairman of the Board of Directors.

“Creating 374Water and bringing it to this critical point has been an apex of my career,” said Mr. Nagar, 374Water’s Co-founder. “As we look ahead, advancing our technology and deploying our systems is a top priority. I am grateful to have been able to assemble a team of pioneers that propelled the company forward and look forward to continuing to advance our mission together.”

Mr. Nagar will continue supporting development and the deployment of the Company’s commercial AirSCWO systems, including the deployment of the initial system to Orange County Sanitation District. As co-founder, inventor, and one of the lead engineers developing the AirSCWO technology, Mr. Nagar remains instrumental to fulfill the Company’s mission of ushering in a new era in waste management.

“On behalf of the Board and the entire company, I want to thank Kobe for his vision and contribution in developing this groundbreaking technology and creating the company to commercialize it,” said Rick Davis, a member of the Board. “Kobe’s knowledge and expertise will continue to support the Company and deployment of the technology during this transitional period as the Company takes steps toward meaningful milestones and continued growth.”

Jeff Quick, General Counsel of 374Water, has been appointed interim CEO. Since July 2022, Mr. Quick has served as General Counsel, focusing on all aspects of 374Water’s legal and business needs. Mr. Quick has extensive corporate and securities experience including venture capital, M&A and private equity, and has managed complex public and private company issues for decades. He graduated from Harvard Law School and received his B.S. in Accounting from the University of Colorado, Boulder.

The Board will conduct a comprehensive CEO search for a successor with broad based skills and experience, through the engagement of a strategic executive recruiting firm.

Mr. Quick notes, "What unifies and guides 374Water is our mission-driven purpose. This transition is another step in our journey to achieve longer-term goals. I am grateful for Kobe’s leadership, the foundational principles he has established throughout the company and his continued commitment to 374Water and our mission. I look forward to ensuring a smooth transition, effectuating our goals while supporting the Board’s search for a successor CEO, and continuing to work with Kobe in his new role."

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

374Water Inc. (Nasdaq:SCWO) is a global cleantech and 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.

Media contact

Christian Rizzo

media@374water.com

Investor contact

Heather Crowell

ir@374water.com