SEC Info - 374Water Inc. - ‘10-Q/A’ for 9/30/22

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021 Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited) Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021 (Unaudited) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited) Controls and Procedures Defaults upon Senior Securities Exhibits Financial Information Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Unaudited Condensed Consolidated Financial Statements Other Information Part I Part Ii Quantitative and Qualitative Disclosures about Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I
"	Financial Information
"	Item 1
"	Condensed Consolidated Financial Statements (Unaudited)
"	Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021
"	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited)
"	Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021 (Unaudited)
"	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited)
"	Notes to Unaudited Condensed Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures about Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii
"	Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ i Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ i Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). i ☐ Yes ☒ No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 1, 2022, the issuer had i 126,680,895 shares of common stock outstanding.

This Form 10-Q contains certain statements related to future results of the Company that are considered “forward-looking statements'' within the meaning of the Private Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions; interest rate fluctuation; competitive pricing pressures within the Company’s market; equity and fixed income market fluctuation; technological changes; changes in law; changes in fiscal, monetary, regulatory, and tax policies; monetary fluctuations as well as other risks and uncertainties detailed elsewhere in this Form 10-Q or from time-to-time in the filings of the Company with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

The patented technology underlying 374Water’s supercritical water oxidation (SCWO) units, which was developed principally through the efforts of Messrs. Nagar and Deshusses at the facilities of Duke University, Durham, North Carolina (“Duke”), where Dr. Deshusses is a professor. The SCWO technology is licensed to 374Water pursuant to a worldwide license agreement with Duke executed on April 16, 2021 (the “License Agreement”) simultaneous with the Merger. In connection with the License Agreement, 374Water also executed an equity transfer agreement with Duke pursuant to which Duke received a small number of shares of common stock (see Note 5).

As a result of the Merger Agreement, for financial statement reporting purposes, the business combination between 374Water Inc. and 374Water was treated as a reverse acquisition and recapitalization for accounting purposes with 374Water deemed the accounting acquirer and 374Water Inc. deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB (“ASC”) Section 805.

On April 16, 2021, as a result of the closing of the Merger Agreement (see Note 4), the equity of the consolidated entity is the historical equity of 374Water Inc (“Private 374Water”) retroactively restated to reflect the number of shares issued by the Company in the reverse recapitalization.

Pursuant to the Merger, all Private 374Water shares were canceled and the Company issued to the former Private 374Water stockholders a total of i 62,410,452 shares of the Company’s common stock.

On April 16, 2021, the Company issued a small number of shares of common stock estimated to have a fair value of $ i 1,073,369 as consideration for the grant of a license to the Company (see Notes 5 and 8).

During the nine months ended September 30, 2022, the Company issued i 1,363,149 shares of common stock from the conversion of i 27,272 Preferred Stock shares.

During the nine months ended September 30, 2022, and 2021, the Company recorded stock-based compensation of $ i 419,995 and $ i 86,152, respectively, related to common stock issued or vested options to employees and various consultants of the Company. For the nine months ended September 30, 2022, $ i 380,383 was charged as general and administrative expenses and $ i 39,612 as research and development expenses in the accompanying condensed consolidated statements of operations. For the nine months ended September 30, 2021, $ i 75,761 was charged as general and administrative expenses and $ i 10,391 as research and development expenses in the accompanying condensed consolidated statements of operations.

Stock option activity for the nine months ended September 30, 2022, is summarized as follows:

Total unrecognized compensation associated with these unvested options is approximately $ i 1,956,165 which will be recognized over a period of four years.

The fair value of these options granted were estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions:

In April 2021, pursuant to the binding Memorandum of Understanding dated as of March 30, 2021, between 374Water and MB Holding Inc. (the “MOU”), a warrant for the purchase of i 3,783,333 shares of common stock at an exercise price of $ i 0.30 per share was issued to MB Holding Inc. as consideration for executing the MOU and was considered fully vested upon the execution of the MOU. These warrants were to expire in March 2022. Those warrants were estimated to have a grant-date fair value of $ i 0.37 per warrant or aggregate fair value of $ i 1,399,833 which has been presented as product development expense on the condensed consolidated statements of operations.

During the year ended December 31, 2021, the warrants were exercised resulting in the issuance of i 3,783,333 shares of common stock and proceeds of $ i 1,134,499. Terry Merrell, a member of the Company’s Board of Directors, has sole voting and dispositive power over the securities held by MB Holdings Inc.

As of September 30, 2022, there were i 1,250,000 warrants outstanding which relate to the Series 1 offering executed in December 2021, where investors were offered a warrant for every two common shares purchased during the offering at an exercise price of $ i 2.50 per share. The intrinsic value of all outstanding warrants as of September 30, 2022 was $ i 412,500 based on the market price of our common stock of $ i 2.83 per share, which was the Company’s closing per share common stock price as reported on Nasdaq as of September 30, 2022.

During the nine months ended September 30, 2022, no warrants were issued or exercised. As of September 30, 2022, there are i 1,250,000 outstanding warrants.

A summary of warrant activity during the nine months ended September 30, 2022, is as follows:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Readers are cautioned that the statements in this Report that are not descriptions of historical facts may be “forward-looking statements” that are subject to risks and uncertainties. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on the beliefs of our management, as well as on assumptions made by and information currently available to us as of the date of this Report. When used in this Report, the words “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project” and similar expressions are intended to identify such forward-looking statements. Although we believe these statements are reasonable, actual actions, operations and results could differ materially from those indicated by such forward-looking statements as a result of the risk factors included in our 2021 Annual Report on Form 10-K filed with the SEC on March 1, 2022, or other factors. We must caution, however, that this list of factors may not be exhaustive and that these or other factors, many of which are outside of our control, could have a material adverse effect on us and our ability to achieve our objectives. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above.

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

The condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. We believe the following critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our condensed consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2019, 2020 and 2021, the tax years which remain subject to examination by major tax jurisdictions as of September 30, 2022.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the condensed consolidated financial statements as general and administrative expense.

Revenues for the three and nine months ended September 30, 2022, and 2021 were generated from the sale of a AirSCWO system, consulting and advisory services, which was recognized when the Company performed the service pursuant to its agreements with its clients which was the point in time when the Company completed its performance obligations under the agreements.

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). As of September 30, 2022, there were 1,250,000 outstanding warrants.

We account for stock-based compensation based on ASC Topic 718-Stock Compensation which requires expensing of stock options and other share-based payments based on the fair value of each stock option awarded. The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. This model requires management to estimate the expected volatility, expected dividends, and expected term as inputs to the valuation model.

On April 16, 2021, we closed the Merger with the former 374Water Inc. (“374 Water”) (the “374Water Merger”). Pursuant to the parties’ merger agreement, our acquisition subsidiary merged into 374Water, with 374Water as the surviving corporation. In connection with the 374Water Merger, all 374Water shares were canceled and 374Water Inc. f/k/a PowerVerde, Inc., issued to the former 374Water shareholders a total of 62,410,452 shares of our common stock.

Immediately following the Merger, 374Water changed its name to 374Water Systems Inc. and PowerVerde changed its name to 374Water Inc.

Since inception, we have focused on the development, testing and commercialization of our clean energy electric power generation systems. Since the closing of the 374Water Merger, our business has been focused on development and commercialization of 374Water’s supercritical water oxidation (SCWO) systems. Our business is subject to significant risks, including the risks inherent in our research and development efforts, uncertainties associated with obtaining and enforcing patents and intense competition.

We generated $922,718 and $19,000 in revenue during the periods ended September 30, 2022, and 2021, respectively. The increase in revenue during 2022 was primarily as a result of the sale of our first AirSCWO system whereas in the past our revenues were derived from treatability studies, consulting and advisory services. Our general and administrative expenses were $387,018 during the period ended September 30, 2022, as compared to $143,147 in the same period of 2021, primarily because of increased insurance costs, marketing and business development expenses, dues and subscriptions, and stock-based compensation expenses. Our professional fees decreased to $82,752 during the period ended September 30, 2022, as compared to $84,515 in the same period of 2021, primarily because of decreased legal fees. Our research and development expenses were $118,253 during the period ended September 30, 2022, as compared to $115,936 in the same period of 2021, primarily because of the increase in engineering expenses following the 374Water Merger.

Nine Months Ended September 30, 2022, as Compared to Nine Months Ended September 30,2021

We generated $2,226,477 and $33,600 in revenue during the periods ended September 30, 2022, and 2021, respectively. The increase in revenue during 2022 was primarily as a result of the sale of our first AirSCWO system whereas in the past our revenues were derived from treatability studies, consulting and advisory services. Our general and administrative expenses were $1,027,287 during the period ended September 30, 2022, as compared to $206,931 in the same period of 2021, primarily because of increased insurance costs, marketing and business development expenses, dues and subscriptions, and stock-based compensation expenses. Our professional fees increased to $375,313 during the period ended September 30, 2022, as compared to $245,152 in the same period of 2021, primarily because of increased legal fees and accounting fees relating to our status as a public company. Our research and development expenses were $726,602 during the period ended September 30, 2022, as compared to $269,796 in the same period of 2021, primarily because of the increase in engineering expenses following the 374Water Merger.

In April 2021, in connection with the Merger, we raised approximately $6.6 million from the sale of Series D Preferred Stock and converted all of its convertible debt notes and accrued interest to shares of common stock. On December 17, 2021, the Company raised approximately $5 million from the sales of Common Stock.

We believe that these funds will satisfy our working capital needs for the next twelve months.

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, 2022, our internal control over financial reporting was effective. The Company’s management determined that the previously identified material weakness (as described below) had been remediated as of September 30, 2022.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting:

Effective June 13, 2022, the Company appointed Buddie Joe (BJ) Penn, Yizhaq (Itzik) Polad, James M. Vanderhider and Deanna Rene to the Board of Directors. Additionally and in connection with their appointment to the Board, Mr. Penn was appointed to the Company’s recently established Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (Chairperson), Mr. Polad was appointed to the Audit Committee, Compensation Committee (Chairperson) and Nominating and Corporate Governance Committee and Mr. Vanderhider was appointed to the Audit Committee (Chairperson). As of September 30, 2022, the Company now has the knowledge and expertise deemed to satisfy the entity level controls for a board of directors and associated audit committee.

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

Except for controls implemented to address the deficiencies described above, there have been no other changes in our internal control over financial reporting during the first nine months of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with Section 13(a) or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.0001		i SCWO		The i Nasdaq Capital Market LLC

☐	Large accelerated filer	☐	Accelerated filer
☐	i Non-accelerated Filer	i ☒	Smaller reporting company
		i ☒	Emerging Growth Company

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4.	Controls and Procedures	16

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

SIGNATURES		19

	2022			2021
Assets
Current Assets:
Cash	$	i 2,407,983		$	i 11,131,175
Accounts receivable		i 164,600			i -
Investments		i 5,994,272			i -
Prepaid expenses		i 1,297,933			i 218,466
Total Current Assets		i 9,864,788			i 11,349,641
Long-Term Assets:
Equipment, net		i 124,593			i 959
Intangible asset, net		i 980,753			i 1,028,114
Other assets		i 35,170			i 34,742
Total Long-Term Assets		i 1,140,516			i 1,063,815
Total Assets	$	i 11,005,304		$	i 12,413,456

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	i 1,043,660		$	i 62,981
Deferred revenue		i 200,109			i —
Other liabilities		i 18,388			i 23,390
Total Current Liabilities		i 1,262,157			i 86,371
Total Liabilities		i 1,262,157			i 86,371
Stockholders’ Equity
Preferred Stock: i 1,000,000 Convertible Series D preferred shares authorized; par value $ i 0.0001 per share, nil issued and outstanding at September 30, 2022 and i 27,272 issued and outstanding at December 31, 2021		i —			i 3

Common stock: i 200,000,000 common shares authorized, par value $ i 0.0001 per share, i 126,680,895 and i 125,317,746 shares outstanding at September 30, 2022 and December 31, 2021, respectively		i 12,667			i 12,531
Additional paid-in capital		i 15,894,426			i 15,474,566
Accumulated (deficit)		( i 6,159,975	)		( i 3,160,015	)
Accumulated other comprehensive loss		( i 3,971	)		i —
Total Stockholders’ Equity		i 9,743,147			i 12,327,085
Total Liabilities and Stockholders’ Equity	$	i 11,005,304		$	i 12,413,456

	2022			2021
Cash Flows from Operating Activities
Net loss	$	( i 2,999,959	)	$	( i 2,492,817	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		i 50,052			i 16,314
Stock based compensation		i 419,995			i 86,152
Warrant issued for product development agreement		i —			i 1,399,833

Changes in operating assets and liabilities:
Accounts receivable		( i 164,600	)		i 19,663
Prepaid expenses		( i 1,079,467	)		( i 26,185	)
Accounts payable and accrued expenses		i 980,679			( i 78,558	)
Deferred revenue		i 200,109			i —
Other liabilities		( i 5,002	)		i 22,007

Cash Provided by (Used In) Operating Activities		( i 2,598,193	)		( i 1,053,591	)

Cash Flows from Investing Activities
Purchase of marketable securities		( i 5,998,243	)		i —
Purchase of equipment		( i 125,011	)		( i 2,319	)
Proceeds from reverse acquisition		i —			i 29,536
Increase in other asset		( i 1,745	)		( i 19,826	)

Cash Provided by (Used In) Investing Activities		( i 6,123,999	)		i 7,391

Cash Flow from Financing Activities
Repayments to (advances) from stockholders		i —			( i 15,108	)
Proceeds from sale of series D preferred shares		i —			i 6,551,745
Proceeds from exercise of options and warrants		i —			i 1,285,344

Cash Provided by Financing Activities		i —			i 7,821,981

Net Increase in Cash		( i 8,723,192	)		i 6,775,781
Cash, Beginning of the Period		i 11,131,175			i 71,799
Cash, End of the Period	$	i 2,407,983		$	i 6,847,580

NON-CASH FINANCING ACTIVITIES
Conversion of preferred stock to common stock	$	i 133		$	i —
License		i —			i 1,073,529
Accounts payable settled with Series D Preferred Stock		i —			i 50,000
NET LIABILITIES ASSUMED IN REVERSE ACQUISITION
Cash		i —			i 29,536
Prepaid expense		i —			i 14,483
Accounts receivable		i —			i 1,000
Account payable		i —			( i 46,150	)
Accrued expenses		i —			( i 83,094	)
Net liability assumed		i —			( i 84,225	)

374Water Inc. – ‘10-Q/A’ for 9/30/22

On: Friday, 11/18/22, at 9:01am ET · For: 9/30/22 · Accession #: 1654954-22-15531 · File #: 1-41420

Previous ‘10-Q’: ‘10-Q’ on 11/1/22 for 9/30/22 · Next: ‘10-Q’ on 5/8/23 for 3/31/23 · Latest: ‘10-Q’ on 11/9/23 for 9/30/23

Amendment to Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q/A’ — Amendment to Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

	September 30,
	2022
2022 (Remaining 3 months)	$	i 16,243
2023		i 64,973
2024		i 64,973
2025		i 64,973
2026		i 64,973
Thereafter		i 739,788
Intangible assets, Net	$	i 1,015,923

	September 30, 2022		September 30, 2021
Dividend yield		i 0.00%		i 0.00%
Expected life	i 5.28 – i 6.10 Years		i 1 Year
Expected volatility	i 34.73 – i 34.79%			i 42.39	%
Risk-free interest rate	i 3.06 – i 3.94%			i 0.06	%

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	374WATER INC

Dated: November 18, 2022	By:	/s/ *Yaacov Nagar*
		Yaacov Nagar
		Chief Executive Officer

Dated: November 18, 2022	By:	/s/ *Israel Abitbol*
		Israel Abitbol
		Chief Financial Officer

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

This ‘10-Q/A’ Filing	Date	Other Filings

Filed on:	11/18/22
	11/1/22	10-Q, 8-K
For Period end:	9/30/22	10-Q
	6/30/22	10-Q
	6/13/22	3, 8-A12B, 8-K, CERT
	3/31/22	10-Q
	3/3/22
	3/1/22	10-K
	2/1/22	8-K
	1/12/22
	12/31/21	10-K, 10-K/A
	12/17/21	8-K
	9/30/21	10-Q
	9/29/21
	6/30/21	10-Q
	4/16/21	3, 8-K, 8-K/A
	3/31/21	10-Q
	3/30/21
	12/31/20	10-K, 10-K/A
	10/30/20
	9/20/20	8-K
	12/31/19	10-K, NT 10-K
		List all Filings