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

 

374WATER INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-41420

 

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)

 

(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 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 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.

 

Exhibit Number

 

Description

3.1

 

Amendment to the Amended and Restated Bylaws of 374Water Inc., dated as of June 7, 2024.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

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 7, 2024

 

 

/s/ Christian Gannon

 

Christian Gannon

 

Chief Executive Officer

 

 

 

3

  

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Cover
Jun. 07, 2024
Cover [Abstract]  
Entity Registrant Name 374WATER INC.
Entity Central Index Key 0000933972
Document Type 8-K
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Emerging Growth Company false
Document Period End Date Jun. 07, 2024
Entity File Number 001-41420
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 440
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 609-9677
Security 12b Title Common Stock, par value $0.001
Trading Symbol SCWO
Security Exchange Name NASDAQ
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