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): June 7, 2024

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):

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 3.03 Material Modification to Rights of Security Holders.

To the extent applicable, the information set forth under Item 5.03 below is incorporated by reference as if fully set forth herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 7, 2024, the Board of Directors (the “Board”) of 374Water Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to clarify that the chairman of a meeting of stockholders has the authority to adjourn a meeting of stockholders from time to time, whether or not a quorum is present (the “Amendment”).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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_ex31.htm EXHIBIT 3.1

AMENDMENT TO

THE AMENDED AND RESTATED BYLAWS OF

374WATER INC.

On June 7, 2024, the Board of Directors of 374Water Inc. approved and adopted the following amendments to Article I of the Amended and Restated Bylaws thereof.

Section 1.4. Adjournments.

Any meeting of stockholders, annual or special, may be adjourned from time to time, whether or not a quorum is present, either by the chairman of the meeting or by the stockholders, by the affirmative vote of a majority of shares present in person or represented by proxy at a meeting entitled to vote thereon. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting unless required by law. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum; Required Vote.

Except as otherwise required by law or these Bylaws, at each meeting of stockholders, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum.