Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2021, the board of directors (the "Board") of 374Water Inc. (the
"Company") approved an increase in the number of authorized directors on the
Board from three to four and appointed Terry Merrell to the Board to fill the
newly created directorship resulting from the increase in the number of
authorized directors.
Mr. Merrell is a co-founder of Merrell Bros. Inc. ("Merrell"), Kokomo, Indiana,
where he has served as the Chief Financial Officer since inception in 1982. He
also is the founder of Cross America, Inc. which is a non-profit organization
where he has served as President since 2018. He also serves as Elder at Upper
Deer Creek Church. He has developed several technologies related to the
biosolids management and disposal industry and currently has a patent pending
status on some of these technologies.
There is no arrangement or understanding between Mr. Merrell and any other
person pursuant to which Mr. Merrell was selected as a director. There are no
family relationships among any of our directors or executive officers and Mr.
Merrell. Except as provided below, Mr. Merrell has not had an interest in any
transaction since the beginning of the Company's last fiscal year, or any
currently proposed transaction, that requires disclosure pursuant to Item 404(a)
of Regulation S-K.
In connection with our previously disclosed merger transaction with PowerVerde,
Inc., on April 16, 2021, MB Holding Company, Inc., an affiliate of Merrell ("MB
Holding"), acquired 66,700 shares of our Series D Convertible Preferred Stock.
On September 30, 2021, MB Holding converted its shares of Series D Convertible
Preferred Stock into 3,335,000 shares of our common stock. Also on April 16,
2021, pursuant to a binding Memorandum of Understanding (the "MOU") dated as of
March 30, 2021, between our predecessor and MB Holding which was entered into in
anticipation of the merger, we issued to MB Holding upon closing of the merger a
warrant for the purchase of 3,783,333 shares of our common stock at an exercise
price of $.30 per share. On September 29, 2021, the warrant was exercised,
resulting in the issuance of 3,783,333 shares of our common stock to MB Holding.
As previously disclosed in our Current Report on Form 8-K filed on July 13,
2021, on July 7, 2021, our subsidiary 374Water Systems Inc. ("374Water") entered
into a Manufacturing and Service Agreement with Merrell Bros. Fabrication, LLC
("Merrell Bros.") pursuant to which Merrell Bros. will manufacture, supply and
service AirSCWO supercritical water oxidation products for 374Water. Merrell
Bros. is an affiliate of Merrell.
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