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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): March 27, 2025
374WATER INC. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
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001-41420 |
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88-0271109 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
100 Southcenter Court, Suite 200
Morrisville, NC 27560
(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 |
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SCWO |
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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 2.02 Results of Operations and Financial Condition.
On March 27, 2025, 374Water Inc. (the “Company”) issued a press release reporting its financial results for the year ended December 31, 2024, and certain other business information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
The information furnished in Item 2.02 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, 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 into any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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Press release issued by 374Water Inc., dated March 27, 2025. |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 27, 2025 |
374WATER INC. |
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By: |
/s/ Christian Gannon |
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Name: |
Christian Gannon |
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Title: |
Chief Executive Officer |
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3 |
EXHIBIT 99.1
374Water Reports Fourth Quarter and Full Year 2024 Financial Results
Second AirSCWO Deploying to Orange County, CA in 2025, Multiple Additional
Deployments Scheduled throughout 2025 to Showcase AirSCWO
Successful Demonstrations in Collaboration with Municipal and Federal
Government Agencies, Prime Contractors, and Industry
Awarded Aqueous Film-Forming Foam Waste Destruction Services Contract for the
State of North Carolina
DURHAM, NC – March 27, 2025 - 374Water Inc. (NASDAQ: SCWO) ("374Water") (the "Company"), a global leader in waste destruction technology for the municipal, federal, and industrial markets, today reported its financial and operational results for the fourth quarter and full year ended December 31, 2024.
“The fourth quarter of 2024 and early 2025 demonstrated ongoing progress in the development and commercial scale deployment of our proprietary AirSCWO (“AS”) system,” said Chris Gannon, President and CEO of 374Water. “With our AS system deployed to the City of Orlando’s Iron Bridge Water Reclamation Facility, we made significant progress ruggedizing and optimizing our AS system and completed numerous municipal, federal, and industrial waste destruction demonstrations on a wide variety of solid and liquid waste streams. We were recently awarded a contract by the State of North Carolina to destroy 1,000 gallons of aqueous film forming form (“AFFF”) containing per- and polyfluoroalkyl ("PFAS"), this contract could increase by up to 28,000 gallons in a subsequent phase. We also continued to strengthen our leadership team, with the addition of Russell Kline as Chief Financial Officer, and Raj Malkote, who will be joining as Chief Technology Officer. We are focused on executing our business strategy in 2025, including completing the manufacturing of additional AS units, deploying our AS to Orange County Sanitation, launching and beginning to accept 3rd-party waste streams at our initial Waste Destruction Services (“WDS”) site(s), converting our backlog and pipeline to revenue, continuing to improve our AS technology, and scaling our manufacturing capacity to meet client demand for our AS systems.
Recent Highlights
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| · | Significant progress made in further ruggedizing and optimizing AirSCWO, pre-treatment, and post-treatment systems. |
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| · | Conducted numerous demonstrations on a wide variety of organic waste streams at commercial and lab bench scale with waste destruction results at or above 99.99%. |
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| · | Appointed Russell Kline as Chief Financial Officer, bringing more than two decades of domestic and international strategic, financial, operational, and capital market experience from his time with large public and private companies. |
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| · | Appointed Raj Melkote as Chief Technology Officer, bringing more than 30 years of domestic and international engineering executive with an extensive track record in conceptualizing, developing, and commercializing innovative new industrial technology products across a wide range of industries. |
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| · | Closed a registered direct offering with gross proceeds of $12.2 million. |
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| · | Awarded AFFF Destruction Contract by the State of North Carolina. |
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| · | Complete 90-day biosolids destruction demonstration at Orlando’s Iron Bridge Water Reclamation Facility. |
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| · | Complete manufacturing second AS6 system and deploy to Orange County Sanitation District in Fountain Valley, CA. |
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| · | Complete manufacturing of AS1 system for immediate deployment to municipal, federal, and industrial facility destruction demonstrations, beginning with deployment to City of St. Cloud, MN facility, as part of a Legislative-Citizen Commission on Minnesota Resources, for a wastewater sludge/biosolid destruction demonstration. |
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| · | Participate in a highly anticipated Department of Defense (“DoD”) project in Detroit Michigan aimed at identifying commercial-scale technology solutions to destroy PFAS contaminated wastes. |
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| · | Launch and begin accepting 3rd-party waste streams for our initial WDS site(s). |
2024 Financial Summary
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| · | For the year ended December 31, 2024, revenue totaled $0.4 million compared to $0.7 million in the prior year. The company’s business has been focused on the development and commercialization of its supercritical water oxidation (SCWO) systems. Revenue generated was primarily attributable to manufacturing assembly services and from treatability study services during the years ended December 31, 2024, and 2023, respectively. |
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| · | Total operating expenses increased 59% to $11.9 million for the year ended December 31, 2024, compared to $7.5 million for the year ended December 31, 2023. The increase was primarily due to an increase in professional fees of $1.7 million, an increase of $1.2 million in general and administrative expenses, an increase in compensation and related expenses of $0.8 million, and an increase in research and development expenses of $0.6 million. |
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| o | The increase in our professional fees are primarily non-recurring expenses related to the settlement of a legal matter and the changes in our executive leadership and board of directors that have been previously disclosed. |
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| o | The increases in general and administrative expenses stem from our continued efforts to establish our executive team as well as the relocation of our manufacturing facility and continued commercialization and growth efforts. |
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| o | The increase in our research and development expenses is primarily due to an increase in engineering expenses and from continued efforts to commercialize our systems. |
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| · | Net loss for the year ended December 31, 2024, was $12.4 million, as compared with $8.1 million in the prior year. |
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| · | Cash and cash equivalents as of December 31, 2024, was $10.7 million, as compared to $10.4 million as of December 31, 2023. As of December 31, 2024, working capital was $11.5 million, compared to $13.5 million as of December 31, 2023. |
Fourth Quarter & Full Year 2024 Results Conference Call
374Water CEO Chris Gannon and CFO Russell Kline will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed following the call via the investor relations section of the Company’s website here.
To access the call, please use the following information:
| Date: | Thursday, March 27, 2025 |
| Time: | 4:30 p.m. Eastern time (1:30 p.m. Pacific time) |
| Dial-in: | 1-877-423-9813 |
| International Dial-in: | 1-201-689-8573 |
| Conference Code: | 13752175 |
| Webcast: | https://viavid.webcasts.com/starthere.jsp?ei=1711128&tp_key=c9013ba56e |
A telephone replay will be available approximately three hours after the call and will run through April 10, 2025, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 13752175. The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available in the Company’s investor relations section here.
About 374Water
374Water Inc. (NASDAQ: SCWO) is a global industrial technology and services company providing innovative solutions addressing wastewater treatment and waste management issues within the municipal, federal and industrial markets. 374Water's AirSCWO technology is designed to efficiently destroy and mineralize a broad spectrum of organic non-hazardous and hazardous organic wastes producing safe dischargeable water streams, safe mineral effluent, safe vent gas, and recoverable heat energy. 374Water's AirSCWO technology has the potential to assist its customers to meet discharge requirements, reduce or eliminate disposal costs, remove bottlenecks, and reduce litigation and other risks. 374Water continues to be a leader in innovative waste treatment solutions, dedicated to creating a greener future and eradicating harmful pollutants. Learn more by visiting www.374water.com and follow us on LinkedIn.
Cautionary Language on Forward-Looking Statements
Certain statements in this communication are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance, including statements relating to our ability to execute on our strategic plan, our ability to process a range of waste and contaminants at scale, our progress toward commercialization, the timing to complete our demonstration in Orlando, the timing to manufacture and deploy AirSCWO systems, demand for our products, including capital sales, leases, and waste destruction services, whether we will receive additional AFFF to destroy from North Carolina, whether we will be successful in converting our pipeline to revenue, and whether we will be able to scale our business to meet demand, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as the Company's subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations and Media Contact
Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
SCWO@mzgroup.us
www.mzgroup.us
374 Water Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2024 and, 2023
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| December 31, 2024 |
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| December 31, 2023 |
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| Assets |
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| Current Assets: |
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| Cash and cash equivalents |
| $ | 10,651,644 |
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| $ | 10,445,404 |
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| Accounts receivable, net of credit allowance |
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| 269,733 |
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| 64,792 |
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| Other accounts receivable |
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| 43,886 |
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| 39,749 |
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| Unbilled accounts receivable |
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| 1,653,007 |
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|
| 1,494,553 |
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| Inventory, net |
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| 1,701,474 |
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| 2,276,677 |
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| Contract assets |
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| 136,651 |
|
|
| - |
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| Prepaid expenses |
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| 431,412 |
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|
| 581,085 |
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| Total Current Assets |
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| 14,887,807 |
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| 14,902,260 |
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| Property and equipment, net |
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| 2,567,571 |
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| 230,971 |
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| Intangible asset, net |
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| 1,016,594 |
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|
| 988,029 |
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| Right-of-use asset, net |
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| 691,014 |
|
|
| - |
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| Other assets |
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| 20,847 |
|
|
| - |
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| Total Long-Term Assets |
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| 4,296,026 |
|
|
| 1,219,000 |
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| Total Assets |
| $ | 19,183,833 |
|
| $ | 16,121,260 |
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| Liabilities and Stockholders’ Equity |
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| Current Liabilities: |
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|
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|
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| Accounts payable and accrued expenses |
| $ | 906,394 |
|
| $ | 572,297 |
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| Accrued bonuses |
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| 570,000 |
|
|
| - |
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| Accrued contract loss provision |
|
| 1,000,000 |
|
|
| 500,000 |
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| Accrued legal settlement |
|
| 335,000 |
|
|
| 135,000 |
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| Unearned revenue |
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| 197,683 |
|
|
| 130,000 |
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| Operating lease liability |
|
| 101,320 |
|
|
| - |
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| Other liabilities |
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| 17,279 |
|
|
| 36,787 |
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| Total Current Liabilities |
|
| 3,127,676 |
|
|
| 1,374,084 |
|
|
|
|
|
|
|
|
|
|
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| Unearned revenue, less current portion |
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| 30,000 |
|
|
| - |
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| Operating lease liability, less current portion |
|
| 551,376 |
|
|
| - |
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| Total Long-term Liabilities |
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| 581,376 |
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|
| - |
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| Total Liabilities |
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| 3,709,052 |
|
|
| 1,374,084 |
|
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|
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|
|
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| Stockholders’ Equity |
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| Preferred Stock: 50,000,0000; 1,000,000 Designated as Convertible Series D preferred shares authorized; par value $0.0001 per share, nil issued and outstanding at December 31, 2024 and 2023, respectively. |
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| - |
|
|
| - |
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| Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 144,301,977 and 132,667,107 shares outstanding at December 31, 2024 and 2023, respectively. |
|
| 14,429 |
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| 13,266 |
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| Additional paid-in capital |
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| 43,845,499 |
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| 30,684,943 |
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| Accumulated deficit |
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| (28,387,618 | ) |
|
| (15,953,504 | ) |
| Accumulated other income |
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| 2,471 |
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| 2,471 |
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| Total Stockholders' Equity |
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| 15,474,781 |
|
|
| 14,747,176 |
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| Total Liabilities & Stockholders’ Equity |
| $ | 19,183,833 |
|
| $ | 16,121,260 |
|
374 Water Inc. and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2024 and 2023
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| 2024 |
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| 2023 |
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| Revenues |
| $ | 445,445 |
|
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| 743,952 |
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| Cost of revenues |
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| (1,358,152 | ) |
|
| (1,852,208 | ) |
| Gross Margin |
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| (912,707 | ) |
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| (1,108,256 | ) |
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|
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|
|
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| Operating Expenses |
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|
|
|
|
|
|
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| Research and development |
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| 2,143,471 |
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| 1,496,129 |
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| Compensation and related expenses |
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| 3,685,007 |
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| 2,854,494 |
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| Professional fees |
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| 2,231,005 |
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| 508,795 |
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| General and administrative |
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| 3,831,068 |
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| 2,675,202 |
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| Total Operating Expenses |
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| 11,890,551 |
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| 7,534,620 |
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| Loss from Operations |
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| (12,803,258 | ) |
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| (8,642,876 | ) |
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| Other Income |
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| Interest income |
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| 281,117 |
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| 446,669 |
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| Other income |
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| 88,027 |
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| 92,685 |
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| Total Other Income |
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| 369,144 |
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| 539,354 |
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| Net Loss before Income Taxes |
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| (12,434,114 | ) |
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| (8,103,522 | ) |
| Provision for Income Taxes |
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| - |
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| - |
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| Net Loss before Income Taxes |
| $ | (12,434,114 | ) |
| $ | (8,103,522 | ) |
| Other comprehensive loss |
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| Foreign currency translation |
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| - |
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| 2,799 |
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| Total other comprehensive loss |
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| - |
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| 2,799 |
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| Total comprehensive loss |
| $ | (12,434,114 | ) |
| $ | (8,100,723 | ) |
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| Net Loss per Share - Basic and Diluted |
| $ | (0.09 | ) |
| $ | (0.06 | ) |
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| Weighted Average Common Shares Outstanding - Basic and Diluted |
|
| 134,491,348 |
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| 130,367,662 |
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374 Water Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2024 and 2023
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| 2024 |
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| 2023 |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss |
| $ | (12,434,114 | ) |
| $ | (8,103,522 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities |
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|
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|
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|
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| Depreciation and amortization |
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| 226,039 |
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| 85,816 |
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| Non-cash lease expense |
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| 35,450 |
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|
| - |
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| Issuance of common stock for services |
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| 383,879 |
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|
| 71,200 |
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| Stock-based compensation |
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| 1,215,624 |
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|
| 925,181 |
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| Gain on legal settlement |
|
| (22,303 | ) |
|
| - |
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| Inventory reserve |
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| 50,000 |
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|
| - |
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| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
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| Accounts receivable |
|
| (204,941 | ) |
|
| (64,792 | ) |
| Other accounts receivable |
|
| (4,137 | ) |
|
| (39,749 | ) |
| Unbilled accounts receivable |
|
| (158,454 | ) |
|
| (576,389 | ) |
| Inventory |
|
| (1,294,081 | ) |
|
| (615,967 | ) |
| Contract assets |
|
| (136,651 | ) |
|
| - |
|
| Prepaid expenses |
|
| 149,673 |
|
|
| (427,630 | ) |
| Other assets |
|
| (20,847 | ) |
|
| - |
|
| Accounts payable and accrued expenses |
|
| 215,721 |
|
|
| (877,285 | ) |
| Accrued bonuses |
|
| 570,000 |
|
|
| - |
|
| Accrued contract loss provision |
|
| 500,000 |
|
|
| 500,000 |
|
| Accrued legal settlement |
|
| 335,000 |
|
|
| 135,000 |
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| Unearned revenue |
|
| 97,683 |
|
|
| (70,109 | ) |
| Other liabilities |
|
| (19,508 | ) |
|
| 23,259 |
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| Operating lease liability |
|
| (73,768 | ) |
|
| - |
|
| Net cash used in operating activities |
|
| (10,589,735 | ) |
|
| (9,034,987 | ) |
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|
|
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|
|
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|
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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|
|
|
|
|
|
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| Purchases of property and equipment |
|
| (554,942 | ) |
|
| (105,990 | ) |
| Increase in intangible assets |
|
| (98,602 | ) |
|
| (5,725 | ) |
| Proceeds from the sale of investments |
|
| - |
|
|
| 1,963,432 |
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| Net cash (used in) provided by investing activities |
|
| (653,544 | ) |
|
| 1,851,717 |
|
|
|
|
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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|
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|
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| Proceeds from the exercise of options and warrants |
|
| 60,000 |
|
|
| 137,500 |
|
| Net proceeds from the sale of common stock |
|
| 11,389,519 |
|
|
| 13,441,438 |
|
| Net cash provided by financing activities |
|
| 11,449,519 |
|
|
| 13,578,938 |
|
|
|
|
|
|
|
|
|
|
|
| Effect of exchange rates on cash |
|
| - |
|
|
| 2,799 |
|
|
|
|
|
|
|
|
|
|
|
| Net increase in cash |
|
| 206,240 |
|
|
| 6,398,467 |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents, beginning of year |
|
| 10,445,404 |
|
|
| 4,046,937 |
|
| Cash and cash equivalents, end of year |
| $ | 10,651,644 |
|
| $ | 10,445,404 |
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| Supplemental cash flow disclosures |
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|
|
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|
|
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| Cash paid for interest |
| $ | - |
|
| $ | - |
|
| Cash paid for taxes |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
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| Supplemental disclosure operating, investing and financing activities |
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|
|
|
|
|
|
|
| Amortization of unrealized loss into interest income as yield adjustment |
| $ | - |
|
| $ | 18,968 |
|
| Cashless stock option exercises |
| $ | 100 |
|
| $ | - |
|
| Equipment purchase in accounts payable |
| $ | 118,376 |
|
| $ | - |
|
| Initial right-of-use asset and liability |
| $ | 726,464 |
|
| $ | - |
|
| Reclassification of inventory to property and equipment |
| $ | 1,819,284 |
|
| $ | - |
|
| Transfers of investments securities from AFS to HTM |
| $ | - |
|
| $ | 1,963,432 |
|