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

 

374WATER INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-27866

 

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)

 

(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):

 

☐

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 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

 

Exhibit

Number

 

Description

99.1

 

374Water Inc. Press Release dated September 1, 2023

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: September 5, 2023

 

 

 

 

/s/ Israel D. Abitbol

 

 

Israel D. Abitbol

 

 

Chief Financial Officer

 

 

 
3

 

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Cover
Aug. 31, 2023
Cover [Abstract]  
Entity Registrant Name 374WATER INC.
Entity Central Index Key 0000933972
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Aug. 31, 2023
Entity Ex Transition Period false
Entity File Number 000-27866
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 919
Local Phone Number 888-8194
Security 12b Title Common Stock, par value $0.001
Trading Symbol SCWO
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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