374Water Inc. Files 8-K: Agreements, Equity Sales, and Board Changes
Ticker: SCWO · Form: 8-K · Filed: May 22, 2024 · CIK: 933972
| Field | Detail |
|---|---|
| Company | 374water Inc. (SCWO) |
| Form Type | 8-K |
| Filed Date | May 22, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001, $300,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, management-change
TL;DR
374Water filed an 8-K detailing new deals, stock sales, and exec changes. Watch closely.
AI Summary
On May 16, 2024, 374Water Inc. entered into a material definitive agreement, likely related to its operations in the motors and generators sector. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and appointments. Financial statements and exhibits were also filed as part of this report.
Why It Matters
This 8-K filing indicates significant corporate activity for 374Water Inc., including new agreements and potential equity dilution, alongside changes in leadership, which could impact its strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities, which can lead to dilution, and changes in directors and officers, suggesting potential instability or strategic shifts.
Key Players & Entities
- 374Water Inc. (company) — Registrant
- May 16, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- POWERVERDE, INC. (company) — Former Company Name
- VYREX CORP (company) — Former Company Name
FAQ
What is the nature of the material definitive agreement entered into by 374Water Inc. on May 16, 2024?
The filing states that 374Water Inc. entered into a material definitive agreement on May 16, 2024, but the specific details of this agreement are not provided in the summary information.
What type of equity securities were sold unregistered by 374Water Inc.?
The filing indicates unregistered sales of equity securities occurred, but the specific type and amount of securities are not detailed in the provided summary.
What specific changes occurred regarding directors or officers of 374Water Inc.?
The filing notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements, but does not name the individuals involved.
What is the SIC code for 374Water Inc. and what industry does it represent?
The SIC code for 374Water Inc. is 3621, which corresponds to the 'MOTORS & GENERATORS' industry.
When was 374Water Inc. incorporated and in which state?
374Water Inc. was incorporated in Delaware.
Filing Stats: 1,025 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-05-22 16:05:20
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 SCWO The Nasdaq Capital Market LLC
- $300,000 — al annual base salary for Mr. Meyers of $300,000. Mr. Meyers is also eligible to earn an
Filing Documents
- scwo_8k.htm (8-K) — 30KB
- scwo_ex101.htm (EX-10.1) — 49KB
- 0001654954-24-006780.txt ( ) — 218KB
- scwo-20240516.xsd (EX-101.SCH) — 6KB
- scwo-20240516_lab.xml (EX-101.LAB) — 15KB
- scwo-20240516_cal.xml (EX-101.CAL) — 1KB
- scwo-20240516_pre.xml (EX-101.PRE) — 9KB
- scwo-20240516_def.xml (EX-101.DEF) — 2KB
- scwo_8k_htm.xml (XML) — 4KB
01 Entry Into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement. The information set forth in Item 5.02 below is incorporated herein by reference.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 5.02 below is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment Agreement On May 16, 2024 (the " Effective Date "), 374Water Inc. (the " Company ") entered into an employment agreement with Brad Meyers (the " Employment Agreement "), for Mr. Meyers to continue to serve as Chief Operating Officer of the Company, a position he has held since November 6, 2023. The Employment Agreement provides for an initial annual base salary for Mr. Meyers of $300,000. Mr. Meyers is also eligible to earn an annual fiscal year performance bonus with a target amount equal to 50% of Mr. Meyers' then base-salary (the " Annual Bonus "). Under the Employment Agreement and subject to the terms of the Company's 2021 Equity Incentive Plan (the " Plan "), Mr. Meyers is eligible to receive up to 231,000 Restricted Stock (as defined in the Plan) and 231,000 Options (as defined in the Plan, and collectively, the " Meyers Equity Awards "), vesting as follows: (a) with respect to 115,500 Restricted Stock and 115,500 Options, 25% shall vest on the first anniversary of the Effective Date, and the remaining 75% shall vest in equal increments over the following 36 months; and (b) with respect to the remaining 115,500 Restricted Stock and 115,000 Options, each shall vest in accordance with the Company milestones set forth in Exhibit A of the Employment Agreement. The per share exercise price of the Options will be the Fair Market Value (as defined in the Plan). If the Employment Agreement is terminated by the Company without "Cause" or by Mr. Meyers for "Good Reason" (each as defined in the Employment Agreement, subject to the Company's right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. M
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Employment Agreement, dated May 16, 2024, between the Company and Brad Meyers 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Indicates a management contract or compensatory plan. * Filed herewith. 3
SIGNATURES
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: May 22, 2024 /s/ Christian Gannon Christian Gannon Chief Executive Officer 4