8-K
374Water Inc. (SCWO)
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): June 11, 2025
| 374WATER INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 000-27866 | 88-0271109 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)
(440) 601-9677
(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 Symbol(s) | Name of each exchange on 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of 374Water Inc. (the “Company”) held on June 11, 2025, the Company’s stockholders approved certain amendments to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) to (i) increase the amount of authorized common stock of the Company issuable under the 2021 EIP by 12,150,000 shares and (ii) increase the individual non-employee director compensation limit to $300,000 in any calendar year. A more complete description of the terms of the 2021 EIP and the amendments thereto can be found in “Proposal No. 3” beginning on page 40 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “2025 Proxy Statement”), which description is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2025, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 200,000,000 to 1,000,000,000. As further described under Item 5.07 below, the proposal for the amendment was approved by the Company’s stockholders at the Annual Meeting. A copy of the Charter Amendment, which became effective immediately upon filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendment effected by the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment filed as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of April 21, 2025, the record date for the Annual Meeting, there were 144,682,963 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters at the Annual Meeting, which are described in detail in the 2025 Proxy Statement: (i) to elect seven directors, Christian Gannon, Marc Deshusses, Deanna Rene Estes, Stephen Jones, James Pawloski, Buddie Joe (BJ) Penn and James M. Vanderhider, to serve on the Company’s Board of Directors until the 2026 Annual Meeting of Stockholders or until successors have been duly elected and qualified (“Proposal 1”), (ii) to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”), (iii) to approve certain amendments to the 2021 EIP to (a) increase the amount of authorized common stock of the Company issuable under the 2021 EIP by 12,150,000 shares and (b) increase the individual non-employee director compensation limit to $300,000 in any calendar year (“Proposal 3”), and (iv) to approve and adopt an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 200,000,000 shares to 1,000,000,000 shares (“Proposal 4”).
The Company’s stockholders approved the director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for directors as follows:
| Votes For | Withheld | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|
| Christian Gannon | 71,727,224 | 3,549,262 | 22,625,197 | |||
| Marc Deshusses | 69,861,448 | 3,615,038 | 22,625,197 | |||
| Deanna Rene Estes | 66,022,141 | 9,254,345 | 22,625,197 | |||
| Stephen Jones | 72,655,525 | 2,610,961 | 22,625,197 | |||
| James Palowski | 72,657,658 | 2,618,828 | 22,625,197 | |||
| Buddie Joe (BJ) Penn | 68,425,405 | 6,911,081 | 22,625,197 | |||
| James M. Vanderhider | 65,300,261 | 9,976,225 | 22,625,197 | |||
| 2 | ||||||
| --- |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 93,357,121 | 263,896 | 280,666 | - |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 55,412,765 | 19,794,860 | 68,861 | 22,625,197 |
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 79,225,999 | 17,114,263 | 1,561,421 | - | ||||
| 3 | |||||||
| --- |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 3.1 | Certificate of Amendment of Certificate of Incorporation of 374Water Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 4 | |
| --- |
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: June 16, 2025 | |
|---|---|
| /s/ Christian Gannon | |
| Christian Gannon | |
| Chief Executive Officer | |
| 5 | |
| --- |
scwo_ex31.htm EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
374WATER INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
374Water Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
| 1. | That the name of this corporation is 374Water Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on September 8, 2005. |
|---|---|
| 2. | That the Board of Directors and Stockholders duly adopted resolutions proposing to amend the Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders. |
| 3. | The amendment to this corporation’s Certificate of Incorporation to be effected hereby is as follows: |
| Article SIX of the Certificate of Incorporation shall be deleted in its entirety and replaced with the following: |
The total number of shares of stock this corporation shall have authority to issue is One Billion Fifty Million (1,050,000,000) shares, divided into two classes of stock designated respectively “Common Stock” and “Preferred Stock”, both of which shall have a par value of $.0001 per share. The number of shares of Common Stock which this corporation shall have authority to issue is One Billion (1,000,000,000) shares. The number of shares of Preferred Stock which this corporation shall have authority to issue is Fifty Million (50,000,000) shares.
The Board of Directors of this corporation is authorized, subject to limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereon including, but not limited to, the determination of dividend, voting, liquidation, redemption and conversion rights, preferences and limitations and any other preferences and relative, participating, optional or other special rights. The Board of Directors is also authorized to increase or decrease the number of shares of any series before or after the issue of that series, but not above the total number of authorized and unissued shares of the series or below the number of shares of such series then outstanding.
| 4. | That this Certificate of Amendment to Certificate of Incorporation, which further amends the provisions of this Corporation’s Certificate of Incorporation, has been duly adopted in accordance with Section 242 of the General Corporation Law. |
|---|---|
| 5. | This Certificate of Amendment shall be effective upon filing. |
| 1 |
|---|
IN WITNESS WHEREOF, 374Water Inc. has caused this Certificate of Amendment to be executed by the undersigned officer, on this the 11^th^ day of June, 2025.
| 374WATER INC. | |
|---|---|
| By: | /s/ Christian Gannon |
| | Christian Gannon, President and |
| | CEO |
| 2 |
|---|