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8-KAccepted Sep 30, 4:30 PM ET

374Water Inc. Files Charter Amendment Reducing Authorized Shares

SCWO374Water Inc.

Accepted (ET)

4:30 PM

Sep 30, 2026

Filed

Sep 30, 2026

Documents

14

Size

186.1 KB

Summary

374Water Inc. Files Charter Amendment Reducing Authorized Shares

Updated

What Happened On September 30, 2026, 374Water Inc. (SCWO) filed a certificate of amendment with the Delaware Secretary of State that (i) decreases the company's authorized common stock from 1,000,000,000 shares to 75,000,000 shares and (ii) amends and restates Article EIGHT, Section A of its certificate of incorporation to conform the company's director/officer personal liability provision to Section 102(b)(7) of the Delaware General Corporation Law (DGCL). The Charter Amendment became effective upon filing.

Key Details

  • Date filed/effective: September 30, 2026.
  • Authorized common shares changed from 1,000,000,000 to 75,000,000.
  • Amended liability language to conform with DGCL Section 102(b)(7) regarding personal liability of directors and officers.
  • The amendment was filed as a certificate of amendment under Delaware law.

Why It Matters Reducing authorized shares sharply limits the number of shares the company can issue without a further amendment to its charter, which affects the company’s flexibility for future equity issuance and potential dilution decisions. The update to the director/officer liability provision aligns the charter with Delaware corporate law standards, which is a governance/legal housekeeping change. These are corporate-structure changes reflected in the company’s public records; they do not, by themselves, announce any issuance, cancellation, or change in the number of outstanding shares.

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