Form 8-K
8-K — 374Water Inc.
Accession: 0001654954-26-008681
Filed: 2026-09-30
Period: 2026-09-25
CIK: 0000933972
SIC: 3621 (MOTORS & GENERATORS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — scwo_8k.htm (Primary)
EX-3.1 — CERTIFICATE OF AMENDMENT (scwo_ex31.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
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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): September 25, 2026
374WATER INC.
(Exact name of registrant as specified in its charter)
Delaware
000-27866
88-0271109
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)
(440) 601-9677
(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 $0.0001
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2026, 374Water Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to (i) decrease the number of authorized shares of common stock of the Company from 1,000,000,000 shares to 75,000,000 shares and (ii) amend and restate Article EIGHT, Section A of the Company’s certificate of incorporation relating to the personal liability of directors and officers, in order to conform such provision to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”). As further described under Item 5.07 below, the proposals for these amendments were approved by the Company’s stockholders at the Annual Meeting (as defined below). A copy of the Charter Amendment, which became effective upon its filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendments effected by the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment filed as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 18, 2026, the Company convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual-only meeting, as previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 25, 2026 (the “2026 Proxy Statement”). At the Annual Meeting, the Company’s Inspector of Election reported that a quorum was not present. Pursuant to Section 1.4 of the Company’s Amended and Restated Bylaws, the chairman of the Annual Meeting adjourned the Annual Meeting to reconvene on September 25, 2026. The Annual Meeting reconvened on September 25, 2026, at which a quorum was present.
As of July 31, 2026, the record date for the Annual Meeting, there were 17,493,924 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters at the Annual Meeting, which are described in detail in the 2026 Proxy Statement: (i) to elect six directors, James Pawloski, Marc Deshusses, Richard Davis, Bradley Freels, Stephen McKnight and Charles Weiser, to serve on the Company’s Board of Directors until the 2027 Annual Meeting of Stockholders or until successors have been duly elected and qualified (“Proposal 1”), (ii) to approve an amendment to the Company’s Certificate of Incorporation, as amended, to decrease the number of authorized shares of common stock of the Company from 1,000,000,000 shares to 75,000,000 shares (“Proposal 2”), (iii) to approve an amendment to the Company’s Certificate of Incorporation to amend and restate Article EIGHT, Section A relating to the personal liability of directors and officers, in order to conform such provision to Section 102(b)(7) of the DGCL (“Proposal 3”), and (iv) to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 4”).
The Company’s stockholders approved the director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for directors as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
James Pawloski
5,790,072
3,279,926
80,296
-
Marc Deshusses
5,851,090
3,263,577
35,627
-
Richard Davis
5,574,069
2,821,615
754,610
-
Bradley Freels
7,612,623
776,946
760,725
-
Stephen McKnight
7,612,633
783,051
754,610
-
Charles Weiser
8,170,674
946,660
32,960
-
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
9,073,279
71,377
5,638
-
2
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
8,874,279
266,525
9,490
-
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
9,138,772
5,013
6,509
-
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
3.1
Certificate of Amendment of Certificate of Incorporation of 374Water Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
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.
374WATER INC.
Dated: September 30, 2026
By:
/s/ Danny Bogar
Name:
Danny Bogar
Title:
President and Chief Executive Officer
4
EX-3.1 — CERTIFICATE OF AMENDMENT
EX-3.1
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scwo_ex31.htm
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
374WATER INC.
374Water Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY that:
FIRST: That the name of the Corporation is 374Water Inc. The Corporation was originally incorporated under the name Vyrex Corporation, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 8, 2005.
SECOND: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth two proposed amendments of the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), declaring said amendments to be advisable and submitting said amendments to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
RESOLVED, that Article FOURTH, Section A of the Certificate of Incorporation of the Corporation be amended by deleting the first paragraph thereof in its entirety and replacing it with the following:
“The total number of shares of capital stock that the Corporation shall have authority to issue is One Hundred Twenty-Five Million (125,000,000), of which Seventy-Five Million (75,000,000) shares shall be designated as common stock, par value $0.0001 per share (“Common Stock”), and Fifty Million (50,000,000) shares shall be designated as preferred stock, par value $0.0001 per share (“Preferred Stock”).”
FURTHER RESOLVED, that Article EIGHT, Section A of the Certificate of Incorporation of the Corporation be amended and restated in its entirety to read as follows:
“A. Limitation of Liability. To the fullest extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), as the same exists or may hereafter be amended, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable; provided, however, that this Article EIGHT, Section A shall not eliminate or limit the liability of: (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders; (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director under Section 174 of the DGCL; (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit; or (v) an officer in any action by or in the right of the Corporation. Any repeal or modification of the foregoing provisions of this Article EIGHT, Section A by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director or officer of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”
THIRD: That thereafter, pursuant to resolutions of its Board of Directors, said amendments were submitted to the stockholders of the Corporation for their consideration at the 2026 Annual Meeting of Stockholders held on September 25, 2026, and at said meeting the necessary number of shares as required by statute were voted in favor of each such amendment.
FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That this Certificate of Amendment shall become effective upon its filing with the Secretary of State of the State of Delaware.
1
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this 30th day of September, 2026.
374WATER INC.
By:
/s/ Daniel Bogar
Name:
Daniel Bogar
Title:
President and Chief Executive Officer
2
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