374Water Inc. 8-K

What Happened

• 374Water Inc. (SCWO) filed an 8-K disclosing that director James Vanderhider resigned from the Board effective February 4, 2026. His resignation was not due to any disagreement with the company’s operations, policies or practices.
• Because of the resignation, the Audit Committee now has two members, creating non-compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires a three-member Audit Committee. The company notified Nasdaq of the non-compliance on February 9, 2026 and said it will rely on the cure period in Rule 5605(c)(4)(B).
• Separately, on February 7, 2026 the company entered into Amendment No. 1 to a December 14, 2025 letter agreement with Yaacov (Kobe) Nagar that governs nomination/appointment of board candidates; the amendment provides for identifying a replacement director one year after the third candidate’s appointment and keeps the agreement effective until that replacement is appointed.

Key Details

• Resignation: James Vanderhider, effective February 4, 2026; no disagreement with company operations cited.
• Nasdaq notice: Company notified Nasdaq on February 9, 2026 of non-compliance with Rule 5605(c)(2)(A) and will use the cure period under Rule 5605(c)(4)(B).
• Remedy timeline: Company intends to appoint a qualifying third Audit Committee member by the earlier of (i) its next annual shareholder meeting or (ii) 180 days after Mr. Vanderhider’s resignation became effective.
• Amendment: Amendment No. 1 to the Letter Agreement with Yaacov (Kobe) Nagar executed February 7, 2026; filed as Exhibit 10.1 to the 8-K.

Why It Matters

• Governance: The Audit Committee vacancy is material for corporate governance and Nasdaq listing compliance; the company has formally notified Nasdaq and set a timeline to restore compliance. Investors should monitor progress on filling the committee seat.
• Board composition: The amendment with Mr. Nagar affects future board nominations/turnover and keeps obligations in place until a replacement director is appointed, which could influence board makeup and oversight.
• Next steps to watch: appointment of a third Audit Committee member (to meet Nasdaq criteria) and any further announcements regarding new directors or changes to board committees.