374Water Inc. Files 8-K with Key Corporate Updates

TL;DR

374Water filed an 8-K covering director changes, bylaw amendments, and shareholder votes.

AI Summary

On June 13, 2024, 374Water Inc. filed an 8-K report detailing several key events. These include material modifications to the rights of security holders, changes related to directors and officers, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting 374Water Inc.'s structure, governance, and shareholder rights, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions and potential changes in governance and shareholder rights, which can introduce uncertainty.

Key Players & Entities

• 374Water Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 SCWO The Nasdaq Capital Market LLC

Filing Documents

• scwo_8k.htm (8-K) — 55KB
• scwo_ex31.htm (EX-3.1) — 57KB
• 0001654954-24-007989.txt ( ) — 252KB
• scwo-20240613.xsd (EX-101.SCH) — 6KB
• scwo-20240613_lab.xml (EX-101.LAB) — 15KB
• scwo-20240613_cal.xml (EX-101.CAL) — 1KB
• scwo-20240613_pre.xml (EX-101.PRE) — 9KB
• scwo-20240613_def.xml (EX-101.DEF) — 2KB
• scwo_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of 374Water Inc. (the " Company ") held on June 13, 2024, the Company's stockholders approved the amendment and restatement of the Company's 2021 Equity Incentive Plan (the " 2021 EIP ") to increase the number of shares of its common stock authorized and issuable pursuant to the 2021 EIP Plan by 14,000,000 shares. A more complete description of the terms of the 2021 EIP and the amendment thereto can be found in " Proposal No. 3 " on page 26 in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the " 2024 Proxy Statement "), which description is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 19, 2024, the Board of Directors (the " Board ") of the Company amended and restated the Company's Bylaws (the " Bylaws "), effective immediately. The Bylaws amendments include: Modifying the Bylaws to reflect and conform to the current provisions of the Delaware General Corporation Law (the " DGCL "), including, but not limited to, provisions relating to the fixing of record dates, stockholder actions by written consent, the list of stockholders entitled to vote at stockholder meetings, and stock certificates; Providing that in order for a person to be qualified to stand for election or re-election as a director such person must (i) in the case of an annual meeting of stockholders, no later than the close of business on the 90th day prior to the first anniversary of the immediately preceding year's annual meeting of stockholders, subject to certain exceptions as set forth in the Bylaws and (ii) in the case of a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting, no later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which the special meeting is publicly announced, deliver, or cause to be delivered, to the Secretary of the Company (a) such person's written consent to being named in a proxy statement relating to the meeting of stockholders at which directors are to be elected and to serve if elected, and (b) a completed and signed written questionnaire with respect to the background, qualifications, stock ownership and independence of such person (the form of which shall be provided by the Secretary within five business days following a written request therefor); Providing that (i) for a person nominated for election or re-election as a director by a stockholder in accordance with the procedures set forth in the Company's Amen

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders elected all the Company's director nominees to the Board and approved all the Company's proposals, which are more fully described in the 2024 Proxy Statement. The Company's stockholders did not elect the stockholder's four director nominees to the Board or approve the stockholder proposal, which were presented by a stockholder at the Annual Meeting. The final votes on the proposals presented at the Annual Meeting are as follows: Election of Directors. Company's Board Nominees: Votes For Withheld Marc Deshusses 111,538,919 1,071,393 Richard H. Davis 111,894,642 715,670 Deanna Rene Estes 74,917,276 38,087,139 Christian Gannon 75,136,798 37,866,258 Terry Merrell 74,556,703 38,447,712 Buddie Joe (BJ) Penn 70,717,337 41,894,333 James M. Vanderhider 75,133,379 37,871,036 Stockholder's Board Nominees: Votes For Withheld David Rurak 0 0 Usha Rao-Monari 0 0 Itzik Polad 0 0 Yaacov "Kobe" Nagar 0 0 Advisory vote on named executive officer compensation. Votes For Votes Against Votes Abstaining 73,645,181 38,277,348 1,081,886 Amendment to increase the number of shares of common stock authorized and issuable under the 2021 EIP. Votes For Votes Against Votes Abstaining 67,755,316 44,165,950 1,083,149 3 Ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Votes Abstaining 112,890,976 89,813 23,626 Stockholder proposal to reduce the size of the Board from seven directors to five directors. Votes For Votes Against Votes Abstaining 0 113,004,415 0

01 Other Events

Item 8.01 Other Events. In order for a stockholder proposal to be considered for inclusion in the Company's proxy statement for the 2025 Annual Meeting of Stockholders, the written proposal must be received by the Company by January 4, 2025 and comply with Rule 14a-8 of the Exchange Act. Stockholders who intend to nominate a director to the Board or bring a proposal (that is not intended for inclusion in the Company's proxy statement) at the Company's 2025 Annual Meeting of Stockholders (the " 2025 Annual Meeting ") must deliver or cause to be delivered the required notice of nomination or business proposal to the secretary of the Company no less than 60 days prior to the 2025 Annual Meeting, regardless of any postponements, deferrals or adjournments thereof; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the 2025 Annual Meeting is given or made, a stockholder must deliver or cause to be delivered such notice not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the 2025 Annual Meeting was mailed or the day on which such public disclosure was made. Any such director nomination or proposal must comply with the requirements set forth in the Company's Amended and Restated Certificate of Incorporation and in the case of director nominations to the Board, the qualifications set forth in the Bylaws, which are summarized under Item 5.03 above. Stockholders who intend to solicit proxies in support of director nominees to the Board other than the Company's director nominees must comply with the requirements of Rule 14a-19, including, but not limited to, providing notice to the Company in accordance with Rule 14a-19(b) no later than March 15, 2025.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws of 374Water Inc., dated as of June 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: June 20, 2024 /s/ Christian Gannon Christian Gannon Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR