Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | 374WATER INC. | ||
Entity Central Index Key | 0000933972 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 126,680,895 | ||
Entity Public Float | $ 45,785,090 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-27866 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 88-0271109 | ||
Entity Address Address Line 1 | 701 W Main Street, Suite 410 | ||
Entity Address City Or Town | Durham | ||
Entity Address State Or Province | NC | ||
Entity Address Postal Zip Code | 27701 | ||
City Area Code | 919 | ||
Auditor Name | D. Brooks and Associates | ||
Auditor Location | Palm Beach Gardens, Florida | ||
Local Phone Number | -888-8194 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 677 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 11,131,175 | $ 71,799 |
Accounts receivable | 0 | 31,330 |
Prepaid expenses | 218,466 | 0 |
Total Current Assets | 11,349,641 | 103,129 |
Long-Term Assets: | ||
Equipment, net | 959 | 403 |
Intangible asset, net | 1,028,114 | 0 |
Other assets | 34,742 | 275 |
Total Long-Term Assets | 1,063,815 | 678 |
Total Assets | 12,413,456 | 103,807 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 62,981 | 76,249 |
Advances from stockholders | 0 | 15,108 |
Other liabilities | 23,390 | 1,200 |
Total Current Liabilities | 86,371 | 92,557 |
Total Liabilities | 86,371 | 92,557 |
Stockholders' Equity | ||
Preferred Stock: 1,000,000 Convertible Series D preferred shares authorized; par value $0.0001 per share, 27,272 issued and outstanding at December 31, 2021 and nil issued and outstanding at December 31, 2020 (Liquidation Preference of $409,005) | 3 | 0 |
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 125,317,746 and 62,410,452 shares outstanding at December 31, 2021 and December 31, 2020, respectively | 12,531 | 6,241 |
Additional paid-in capital | 15,474,566 | 416 |
Accumulated (deficit) earnings | (3,160,015) | 4,593 |
Total Stockholders' Equity | 12,327,085 | 11,250 |
Total Liabilities and Stockholders' Equity | $ 12,413,456 | $ 103,807 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021USD ($)$ / sharesshares |
Condensed Consolidated Balance Sheets | |
Preferred stock, shares authorized | 1,000,000 |
preferred stock par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 27,272 |
Preferred stock, shares Outstanding | 27,272 |
Preferred stock, Liquidation Preference | $ | $ 409,005 |
Common stock, shares authorized | 200,000,000 |
Common Stock, par value | $ / shares | $ 0.0001 |
Common Stock, shares issued | 125,317,746 |
Common Stock, shares outstanding | 125,317,746 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Operations | ||
Revenue | $ 48,100 | $ 86,570 |
Cost of revenues | 0 | 14,241 |
Net Revenue | 48,100 | 72,329 |
Operating Expenses | ||
Research and development | 375,032 | 57,718 |
Product development | 1,399,833 | 0 |
Professional Fees | 343,862 | 8,791 |
General and administrative | 1,095,381 | 17,483 |
Total Operating Expenses | 3,214,108 | 83,992 |
Loss from Operations | (3,166,008) | (11,663) |
Other income | ||
Award income | 0 | 52,000 |
Interest income | 1,066 | 0 |
Other income | 334 | 0 |
Total Other Income | 1,400 | 52,000 |
Net Income (Loss) before Income Taxes | (3,164,608) | 40,337 |
Provision for Income Taxes | 0 | 0 |
Net Income (Loss) | $ (3,164,608) | $ 40,337 |
Net Loss per Share - Basic and Diluted | $ 0.03 | $ 0 |
Weighted Average Common Shares Outstanding - Basic and Diluted | 94,002,888 | 62,410,452 |
Condensed Consolidated Changes
Condensed Consolidated Changes in Stockholders' Deficit - USD ($) | Total | Preferred Stock | Common Stock [Member] | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 62,410,452 | ||||
Balance, amount at Dec. 31, 2019 | $ (35,744) | $ 0 | $ 6,241 | $ (6,241) | $ (35,744) |
Issuance of common stock for services | 6,329 | 0 | 6,329 | 0 | |
Accretion of stock-based | 328 | 0 | 0 | 328 | 0 |
Net Income | 40,337 | 0 | $ 0 | 0 | 40,337 |
Net Loss | 40,337 | ||||
Balance, shares at Dec. 31, 2020 | 62,410,452 | ||||
Balance, amount at Dec. 31, 2020 | 11,250 | 0 | $ 6,241 | 416 | 4,593 |
Accretion of stock-based | 204,217 | 0 | 0 | 204,217 | 0 |
Issuance of stock warrants for development of product | 1,399,833 | $ 0 | $ 0 | 1,399,833 | 0 |
Recapitalization of the Company, shares | 33,203,512 | ||||
Recapitalization of the Company, amount | (84,225) | $ 3,320 | (87,545) | 0 | |
Series D Preferred Stock issued for cash, shares | 440,125 | ||||
Series D Preferred Stock issued for cash, amount | 6,601,745 | $ 44 | 6,601,701 | ||
Exercised. Option and Warrants, shares | 4,958,833 | ||||
Exercised. Option and Warrants, amount | 1,285,344 | $ 496 | 1,284,848 | 0 | |
Issuance of common stock for license rights, shares | 1,602,282 | ||||
Issuance of common stock for license rights, amount | 1,073,529 | $ 160 | 1,073,369 | 0 | |
Conversion of convertible preferred shares into common stock, shares | (412,853) | 20,642,667 | |||
Conversion of convertible preferred shares into common stock, amount | 0 | $ (41) | $ 2,064 | (2,023) | |
Issuance of common stock, shares | 2,500,000 | ||||
Issuance of common stock, amount | 5,000,000 | $ 250 | 4,999,750 | ||
Net Loss | (3,164,608) | (3,164,608) | |||
Balance, shares at Dec. 31, 2021 | 27,272 | 125,317,746 | |||
Balance, amount at Dec. 31, 2021 | $ 12,327,085 | $ 3 | $ 12,531 | $ 15,474,566 | $ (3,160,015) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,164,608) | $ 40,337 |
Adjustments to reconcile net loss to net cash provided by operations: | ||
Depreciation and amortization expense | 46,050 | 911 |
Stock-based compensation | 204,217 | 328 |
Common stock issued for services | 0 | 6,329 |
Warrant issued for product development agreement | 1,399,833 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 32,330 | (31,330) |
Accounts payable and accrued expenses | (142,512) | 47,488 |
Prepaid expense and other assets | (238,450) | 0 |
Other liabilities | 22,190 | 696 |
Net cash (used in) provided by operating activities | (1,840,950) | 64,759 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,190) | 0 |
Proceeds from reverse acquisition | 113,760 | 0 |
Increase in other assets acquisition | 0 | (275) |
Recapitalization of the Company | (84,225) | 0 |
Net cash used in investing activities | 28,345 | (275) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from Stockholders | (15,108) | 2,052 |
Proceeds from Series D Preferred Shares | 6,601,745 | 0 |
Proceeds from Common Stock Offering | 5,000,000 | 0 |
Proceeds from exercise of Options | 42,845 | 0 |
Proceeds from exercise of warrant | 1,242,499 | 0 |
Net cash provided by financing activities | 12,871,981 | 2,052 |
Net Increase in Cash | 11,059,376 | 66,536 |
CASH - Beginning of year | 71,799 | 5,263 |
CASH - End of year | 11,131,175 | 71,799 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for license rights | 1,073,529 | 0 |
Accounts payable settled with Series D Preferred Stock | 50,000 | 0 |
Net Liabilities Assumed in Reverse Acquisition: | ||
Cash | 29,536 | 0 |
Prepaid expense | 14,483 | 0 |
Accounts receivable | 1,000 | 0 |
Accounts payable | (46,150) | 0 |
Accrued expenses | (83,094) | 0 |
Net liability assumed | $ (84,225) | $ 0 |
Nature of Business and Presenta
Nature of Business and Presentation of Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Presentation of Financial Statements | |
1. Nature of Business | Note 1 – Nature of Business 374Water, Inc., f/k/a PowerVerde, Inc. (the “Company”) is a Delaware corporation incorporated on September 8, 2005. The Company was formed to develop, commercialize, and market a series of unique electric generating power systems designed to produce electrical power with zero emissions or waste byproducts, based on a patented pressure-driven expander motor and related organic rankine cycle technology. On April 16, 2021, 374Water Inc. (f/k/a PowerVerde, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 374Water, Inc., a privately held company based in Durham, North Carolina, (“374Water”) and 374Water Acquisition Corp., a newly-formed wholly-owned subsidiary of PowerVerde (“Sub”). The parties entered into the Agreement pursuant to their Binding Letter of Intent dated September 20, 2020. Pursuant to the merger contemplated by the Merger Agreement (the “Merger”), on April 16, 2021, Sub merged into 374Water, with 374Water as the surviving corporation. In connection with the Merger, all 374Water shares were cancelled and 374Water, Inc. issued to the former 374Water shareholders a total of 62,410,452 shares of 374Water, Inc. common stock. Immediately following the Merger, 374Water changed its name to 374Water Systems Inc and PowerVerde changed its name to 374Water, Inc. After the Merger, the former 374Water stockholders own 65.8% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock which includes the Preferred Stock. With the Merger, 374Water Inc.’s current mission is to support a clean and healthy environment to sustain life. The Company plans to use what is believes to be cutting-edge science to recover resources from the waste our society generates and keep drinking water clean. The Company’s customers will include businesses and local governments that will make the sustainable development goals a reality. No material revenues from this planned principal operation have been generated since inception. Revenues to date have been from manufacturing assembly services and from testing, consulting, and advisory services procedures for multiple customers, which have been performed in collaboration with Duke University. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
2. Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. Deposits with financial institutions are insured, up to certain limits, by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s cash deposits often exceed the FDIC insurance limit; however, all deposits are maintained with high credit quality institutions and the Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. The Company believes the risk of any loss on cash due to credit risk is minimal. Accounts Receivable Equipment Equipment is recorded at cost. Depreciation is computed using the straight-line method and an estimated useful live of three years. Expenses for maintenance and repairs are charged to expense as incurred. Intangible Assets Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. Long-Lived Assets Revenue Recognition and Concentration The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. The Company’s performance obligations will be satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts will have a single performance obligation (shipment or delivery of product). The Company will primarily receive fixed consideration for sales of product. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the year ended December 31, 2021 were generated from consulting and advisory service agreements, which were recognized when the Company completed its performance obligations under the relevant service agreements. During the year ended December 31, 2020, 100% of the Company’s revenues were earned from consulting and advisory services, which were recognized when the Company performed the service pursuant to its agreement with its clients which was the point in time when the Company completed its performance obligations under the agreements. One customer accounted for approximately 88% of revenues in 2020 and 92% of accounts receivable at December 31, 2020. Revenues generated in 2020 were not from the Company’s planned operations. Stock-based Compensation The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (ASC) Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. Accounting for Uncertainty in Income Taxes Income Tax Policy Research and Development Costs Earnings (Loss) Per Share Financial Instruments The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, fair value of intangible assets, useful lives of intangible assets, capital raise transactions, and valuation allowance against deferred tax assets. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company notes that there will be no effect on the current financial statements. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flows. |
Liquidity, Capital Resources an
Liquidity, Capital Resources and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Presentation of Financial Statements | |
3. Liquidity, Capital Resources | Note 3 – Liquidity, Capital Resources As of December 31, 2021, the Company had working capital of $11,263,270 compared to working capital of $10,572 at December 31, 2020. This significant increase in working capital is due primarily to the increase in cash over the twelve-month period is based on the Company’s sale and issuance of Series D Convertible Preferred Stock (“Preferred Stock”) and the proceeds for the exercise of warrants (see Note 4 and Note 6). During the second quarter of 2021, in connection with the Merger (described in Note 4 below), the Company received gross proceeds of $6,551,745 from the sale of Series D Convertible Preferred Stock. During the fourth quarter of 2021, the Company received gross proceeds of $5,000,000 from the sale of Common Stock (see Note 6). As of December 31, 2021, the Company has an accumulated deficit of $3,160,015. For the year ended December 31, 2021, the Company had a net loss of $3,164,608 and $1,840,950 of net cash used in operations for the period. The Company believes that the capital raised from the sale of Common and Preferred Stock and proceeds from conversion of warrants will provide sufficient cash flow for the Company to meet its financial obligations as they come due for at least the next 12 months. |
Acquisition of 374Water, Inc. f
Acquisition of 374Water, Inc. fka PowerVerde Inc. | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition of 374Water, Inc. fka PowerVerde Inc. | |
4. Acquisition of 374Water, Inc. f/k/a PowerVerde Inc. | Note 4 – Acquisition of 374Water, Inc. f/k/a PowerVerde Inc. In connection with the Merger, 374Water closed on a private placement of 436,783 shares of Series D Convertible Preferred Stock (the “Preferred Stock”) with a par value of $.0001, yielding gross proceeds of $6,551,745 (the “Private Placement”) and the settlement of a $50,000 liability for Preferred Stock shares. The Private Placement proceeds will be used for working capital, primarily for development, manufacture and commercialization of 374Water Inc.’s Air SCWO Nix systems. The Preferred Stock has a stated value of $15 per share, is convertible into common stock at $.30 per share and has voting rights based on the underlying shares of common stock. Upon liquidation of the Company, the Preferred Stockholders have liquidation preference before any assets can be distributed to common stockholders. All of the Preferred Stock was sold pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. As a result of the Merger, the issuance of the Preferred Stock, the former 374Water shareholders own 65.8% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock (which includes the Preferred Stock on an as converted basis). Pursuant to the Merger, Messrs. Nagar and Deshusses were appointed to the Company’s Board of Directors, joining Mr. Davis, who remains as a Director. 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, 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 block 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 PowerVerde, Inc. was treated as a reverse acquisition and recapitalization for accounting purposes with 374Water, Inc. deemed the accounting acquirer and PowerVerde, Inc. deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. The following assets and liabilities were assumed in the transaction: Cash $ 29,536 Prepaid expense 14,483 Accounts Receivable 1,000 Total assets acquired 45,019 Accounts payable (46,150 ) Accrued expenses (83,094 ) Total liabilities assumed $ (129,244 ) Net liabilities assumed $ (84,225 ) |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
5. Intangible Assets | Note 5 – Intangible Assets Intangible assets are recorded at cost and consist of the license agreement with Duke University. The Company issued Duke University a small block of shares of common stock estimated to have a fair value of $1,073,529 as consideration for granting the Company the license based on the Company’s common stock market price on the date the license agreement was executed (see Note 8). Intangible assets are comprised of the following as of December 31, 2021 and 2020: Name Estimated Life Balance at December 31, 2020 Additions Amortization Balance at December 31, 2021 License agreement 17 Years $ - $ 1,073,529 $ 45,415 $ 1,028,114 Patents 20 Years - 34,741 - 34,741 Total $ - $ 1,108,270 $ 45,415 $ 1,062,855 Estimated future amortization expense as of December 31, 2021: December 31, 2021 2022 $ 63,149 2023 63,149 2024 63,149 2025 63,149 2026 63,149 Thereafter 712,369 Intangible assets, Net $ 1,028,114 |
Stockholder Equity
Stockholder Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder Equity | |
6. Stockholder Equity | Note 6 – Stockholder’ Equity The Company is authorized to issue 1,000,000 preferred stock shares and 200,000,000 common stock shares both with a par value of $.0001. Preferred Stock On October 30, 2020, the Company designated 1,000,000 shares as Series D Convertible Preferred Stock with a par value of $.0001. On April 16, 2021, the Company closed on a private placement of 436,782 shares of Series D Convertible Preferred Stock (the “Preferred Stock”) with a par value of $.0001, yielding gross proceeds of $6,551,691 (the “Private Placement”) and settlement of a $50,000 liability for Preferred Stock shares. The Private Placement proceeds will be used for working capital, primarily for the development, manufacturing and commercialization of 374Water’s Air SCWO Nix systems. The Preferred Stock has a stated value of $15 per share, is convertible into common stock at $.30 per share and has voting rights based on the underlying shares of common stock. Upon liquidation of the Company, the Preferred Stockholders have a liquidation preference before any assets can be distributed to common stockholders. The current liquidation value is $409,005. All of the Preferred Stock were sold pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. On September 30, 2021, 412,853 shares of Series D Preferred stock were converted into 20,642,667 shares of common stock. As of December 31, 2021, there were 27,272 shares of Series D Preferred stock issued and outstanding. Common Stock The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the directors’ election. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions the Company has against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities. As of December 31, 2021, there were 125,317,746 shares of common stock issued and outstanding. 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 (“374Water”) retroactively restated to reflect the number of shares issued by the Company in the reverse recapitalization. In connection with the Merger, 33,203,512 shares of common stock were issued to 374Water, Inc. (f/k/a PowerVerde, Inc.) stockholders. On April 16, 2021, the Company issued Common Stock estimated to have a fair value of $1,073,369 as consideration for the grant of a license to the Company (see Notes 5 and 8). In December 2021, the Company raised $5,000,000 through a private placement and sale of 2,500,000 shares of Common Stock which were issued to investees as part of the capital raise. During the year ended December 31, 2021, the Company issued 4,958,833 shares of common stock, in connection with the exercise of warrants and options and received cash proceeds of $1,284,848. Stock-based compensation During the year ended December 31, 2021 and 2020, the Company recorded stock-based compensation of $204,217 and $6,657, respectively, related to common stock issued or vested options to employees and various consultants of the Company, of which $190,136 and $328 was charged as general and administrative expenses and $14,081 and $6,329 as research and development expenses in the accompanying consolidated statements of operations during the years ended December 31, 2021 and 2020, respectively Stock Options Stock option activity for the year ended December 31, 2021, is summarized as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 12,180,500 0.20 $ 4,750,395 5.59 Granted — — — — Exercised — — — — Expired/forfeit — — — — Options outstanding at December 31, 2020 12,180,500 0.20 $ 4,750,395 4.59 Granted 2,885,000 1.20 — — Exercised (225,500 ) 0.19 — — Expired/forfeit (2,540,000 ) 0.17 — — Options outstanding at December 31, 2021 12,300,000 0.37 $ 4,521,310 5.62 Stock option unvested activity for the year ended December 31, 2021, is summarized as follows: Options Options Unvested at December 31, 2019 — Granted — Vested — Expired/forfeit — Options Unvested at December 31, 2020 — Granted 2,885,000 Vested (379,817 ) Expired/forfeit (40,000 ) Options Unvested at December 31, 2021 2,465,183 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: For the years ended 2021 2020 Dividend yield 0.00 % — Expected life 5.49 – 6.25 Years — Expected volatility 38.39- 38.67 % — Risk-free interest rate 0.87– 1.07 % — Stock Warrants 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 3,783,333 shares of common stock at an exercise price of $.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 expire in March 2022. Those warrants were estimated to have a grant-date fair value of $0.37 per warrant or aggregate fair value of $1,399,833 which has been presented as product development expense on the condensed statements of operations. During the year ended December 31, 2021, the warrants were exercised resulting in the issuance of 3,783,333 shares of common stock and proceeds of $1,134,499. As of December 31, 2021, there were 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 $2.50 per share. The intrinsic value of all outstanding warrants as of December 31, 2021 was $437,500 based on the market price of our common stock of $2.85 per share. The fair value of those warrants granted were estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: For the years ended 2021 2020 Dividend yield 0.00 % — Expected life 1 - 3 Years — Expected volatility 42.39% - 45.24% — Risk-free interest rate 0.600% - 0.795% — A summary of warrant activity during the year ended December 31, 2021, is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2019 950,000 0.11 $ 690,500 1.44 Issued — — — — Exercised — — — — Balance at December 31, 2020 950,000 0.11 $ 690,500 0.44 Issued 5,033,333 0.85 — — Exercised (4,733,333 ) 0.26 — — Balance at December 31, 2021 1,250,000 2.50 $ 437,500 2.96 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
7. Related Party Transactions | Note 7 - Related Party Transactions At December 31, 2021 and 2020, the Company has due $0 and 15,108, respectively, of advances received from stockholders of the Company for working capital. There is no formal agreement, these advances are non-interest bearing and due on demand. During the years ended December 31, 2021 and 2020, stockholders advanced $0 and 2,053 respectively, for working capital needs. Advancements were fully paid in fiscal year 2021. Our previous CFO John L Hofmann is a member of the accounting firm Kabat, Schertzer, De La Torre, Taraboulos & Co, LLC (“KSDT”). The Company paid $43,205 and $0 to KSDT for its services in the year ended December 31, 2021 and 2020, respectively, and $0 of services rendered remain unpaid as of December 31, 2021. Additionally, the Company entered into an agreement to fabricate and manufacture the units with Merrell Bros. Holding Company. As part of the agreement, the Company provided Terry Merrell a board of director position. As of December 31, 2021, Merrell Bros. own stock in excess of 5% of the outstanding common stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies (Note 8) | |
8. Commitments and Contingencies | Note 8 – Commitments and Contingencies 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, is licensed to 374Water pursuant to a worldwide license agreement with Duke executed on April 16, 2021 (the “License Agreement”). In connection with the License Agreement, 374Water also executed an equity transfer Agreement with Duke pursuant to which Duke received a small block of common stock in the Company (See Notes 4 and 6). Under the terms of the License Agreement, the Company is required to make royalty payments based on a percentage of licensed product sales, as defined in the License Agreement which is triggered by the sale of licensed products. Further, the Company is also required to pay royalties on a percentage of sublicensing fees. The Company will reimburse Duke for any ongoing patent expenses incurred. During the year ended December 31, 2021, the Company has incurred $19,075 in connection with this License Agreement. The Company may terminate the license agreement anytime by providing Duke 60 days’ notice. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
9. Income taxes | Note 9 – Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes”, to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Significant components of the Company’s net deferred income taxes are as follows: December 31, 2021 2020 Deferred tax assets: Goodwill $ 208,742 — Capitalized Start-Up Costs 83,710 — Other Intangibles 10,339 — Other Accruals 1,875 — Stock Compensation 17,423 1,764 Net Operating Loss 381,112 Deferred tax assets 703,211 1,764 Less valuation allowance (703,083 ) (1,764 ) Net deferred tax assets after valuation allowance $ 128 — December 31, 2021 2020 Deferred tax liabilities: Depreciation $ (128 ) — Deferred tax liabilities (128 ) 1,764 Net deferred tax asset (liability) $ — — A reconciliation of the U.S. statutory federal income tax rate to the effective income tax rate (benefit) follows: Rate Reconciliation December 31, 2020 2019 Rate Reconciliation Federal income tax at statutory rate 21.00 % 21.00 % Change in State Tax 0 % 0 % Change in Valuation Allowance -22.16 % 19.11 % Permanent Differences -12.26 % 0 % State Taxes 1.98 % 5.50 % Other 11.44 % -45.61 % At December 31, 2021, the Company had U.S. federal net operating loss carryforwards of approximately $1.7 million, which will carry forward indefinitely. NOLs that were acquired with the acquisition of businesses are excluded from the amount of available NOLs to the extent their use is limited by the provisions of Section 382 of the Internal Revenue Code. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in further limitation on the amount of net operating loss carryforwards which can be utilized in future years. In evaluating the amount of the valuation allowance against its deferred tax assets as of December 31, 2021 and 2020, the Company considered all available positive and negative evidence and concluded that it is more likely than not that a portion of its deferred tax assets would not be realized. Accordingly, the Company has recorded a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company had no unrecognized tax benefits as of December 31, 2021 and 2020. The Company does not anticipate a significant change in total unrecognized tax benefits within the next 12 months. Tax years 2018-2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
10.Subsequents Events | Note 10 – Subsequent Events On Feb 17, 2022, the Company opened 374Water Sustainability Israel LTD in Israel as a subsidiary of the Company. Effective February 7, 2022, Israel Abitbol was promoted to CFO of the Company and the prior CFO, John Hofmann, moved to a senior vice president role. On February 2, 2022, the Company signed a MOU with Environmental Services Company Ltd. An Israeli based company, in order to produce and sell the second AirSCWO unit. On February 1, 2022, the Company sold its first AirSCWO unit to the Orange County Sanitation District of Fountain Valley, California. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held no cash equivalents as of December 31, 2021 and 2020. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. Deposits with financial institutions are insured, up to certain limits, by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s cash deposits often exceed the FDIC insurance limit; however, all deposits are maintained with high credit quality institutions and the Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. The Company believes the risk of any loss on cash due to credit risk is minimal. |
Accounts Receivable | Accounts receivables consist of balances due from service revenues. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2021 and 2020, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided and there was no bad debt expense as of December 31, 2021 and 2020. |
Equipment | Equipment is recorded at cost. Depreciation is computed using the straight-line method and an estimated useful live of three years. Expenses for maintenance and repairs are charged to expense as incurred. |
Intangible Assets | Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. |
Long-Lived Assets | The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable. Recoverability of assets held and used is measured by a comparison of the carrying amount to the future undiscounted expected net cash flows to be generated by the asset. As of December 31, 2021 and 2020, there were no impairments. |
Revenue Recognition and Concentration | The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. The Company’s performance obligations will be satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts will have a single performance obligation (shipment or delivery of product). The Company will primarily receive fixed consideration for sales of product. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the year ended December 31, 2021 were generated from consulting and advisory service agreements, which were recognized when the Company completed its performance obligations under the relevant service agreements. During the year ended December 31, 2020, 100% of the Company’s revenues were earned from consulting and advisory services, which were recognized when the Company performed the service pursuant to its agreement with its clients which was the point in time when the Company completed its performance obligations under the agreements. One customer accounted for approximately 88% of revenues in 2020 and 92% of accounts receivable at December 31, 2020. Revenues generated in 2020 were not from the Company’s planned operations. |
Stock-based Compensation | The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (ASC) Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. |
Accounting for Uncertainty in Income Taxes | 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. There were no uncertain tax positions as of December 31, 2021 and 2020. |
Income Tax Policy | The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. |
Research and Development Costs | The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $375,032 and $57,718 for the years ended December 31, 2021 and 2020, respectively. |
Per Share | Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. As of December 31, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 12,596,000 shares of common stock and 1,363,350 common stock shares issuable upon conversion of the Series D Preferred Stock. There were no dilutive shares as of December 31, 2020. |
Financial Instruments | The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, fair value of intangible assets, useful lives of intangible assets, capital raise transactions, and valuation allowance against deferred tax assets. |
Recent Accounting Pronouncements | In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company notes that there will be no effect on the current financial statements. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flows. |
Acquisition of 374Water, Inc._2
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition of 374Water, Inc. fka PowerVerde Inc. | |
Schedule of assets and liabilities were assumed | Cash $ 29,536 Prepaid expense 14,483 Accounts Receivable 1,000 Total assets acquired 45,019 Accounts payable (46,150 ) Accrued expenses (83,094 ) Total liabilities assumed $ (129,244 ) Net liabilities assumed $ (84,225 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of future amortization expense | Name Estimated Life Balance at December 31, 2020 Additions Amortization Balance at December 31, 2021 License agreement 17 Years $ - $ 1,073,529 $ 45,415 $ 1,028,114 Patents 20 Years - 34,741 - 34,741 Total $ - $ 1,108,270 $ 45,415 $ 1,062,855 |
Schedule of intangible assets | December 31, 2021 2022 $ 63,149 2023 63,149 2024 63,149 2025 63,149 2026 63,149 Thereafter 712,369 Intangible assets, Net $ 1,028,114 |
Stockholder Equity (Tables)
Stockholder Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of stock option activity | Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 12,180,500 0.20 $ 4,750,395 5.59 Granted — — — — Exercised — — — — Expired/forfeit — — — — Options outstanding at December 31, 2020 12,180,500 0.20 $ 4,750,395 4.59 Granted 2,885,000 1.20 — — Exercised (225,500 ) 0.19 — — Expired/forfeit (2,540,000 ) 0.17 — — Options outstanding at December 31, 2021 12,300,000 0.37 $ 4,521,310 5.62 |
Schedule of warrant activity | Options Options Unvested at December 31, 2019 — Granted — Vested — Expired/forfeit — Options Unvested at December 31, 2020 — Granted 2,885,000 Vested (379,817 ) Expired/forfeit (40,000 ) Options Unvested at December 31, 2021 2,465,183 |
Stock Option [Member] | |
Schedule of stock option assumptions | For the years ended 2021 2020 Dividend yield 0.00 % — Expected life 5.49 – 6.25 Years — Expected volatility 38.39- 38.67 % — Risk-free interest rate 0.87– 1.07 % — For the years ended 2021 2020 Dividend yield 0.00 % — Expected life 1 - 3 Years — Expected volatility 42.39% - 45.24% — Risk-free interest rate 0.600% - 0.795% — Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2019 950,000 0.11 $ 690,500 1.44 Issued — — — — Exercised — — — — Balance at December 31, 2020 950,000 0.11 $ 690,500 0.44 Issued 5,033,333 0.85 — — Exercised (4,733,333 ) 0.26 — — Balance at December 31, 2021 1,250,000 2.50 $ 437,500 2.96 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes (Tables) | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred income taxes are as follows: December 31, 2021 2020 Deferred tax assets: Goodwill $ 208,742 — Capitalized Start-Up Costs 83,710 — Other Intangibles 10,339 — Other Accruals 1,875 — Stock Compensation 17,423 1,764 Net Operating Loss 381,112 Deferred tax assets 703,211 1,764 Less valuation allowance (703,083 ) (1,764 ) Net deferred tax assets after valuation allowance $ 128 — December 31, 2021 2020 Deferred tax liabilities: Depreciation $ (128 ) — Deferred tax liabilities (128 ) 1,764 Net deferred tax asset (liability) $ — — |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2020 2019 Rate Reconciliation Federal income tax at statutory rate 21.00 % 21.00 % Change in State Tax 0 % 0 % Change in Valuation Allowance -22.16 % 19.11 % Permanent Differences -12.26 % 0 % State Taxes 1.98 % 5.50 % Other 11.44 % -45.61 % |
Nature of Business and Presen_2
Nature of Business and Presentation of Financial Statements (Details Narrative) | 1 Months Ended |
Apr. 16, 2021shares | |
Nature of Business and Presentation of Financial Statements | |
Shares issued to former holder | 62,410,452 |
Merger effect description | Immediately following the Merger, 374Water changed its name to 374Water Systems Inc and PowerVerde changed its name to 374Water, Inc. After the Merger, the former 374Water stockholders own 65.8% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock which includes the Preferred Stock. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Loss on impairment | 0 | 0 |
Uncertain tax positions | 0 | 0 |
Research and development cost | 375,032 | 57,718 |
Cash equivalents | $ 0 | $ 0 |
Warrant [Member] | ||
Antidilutive Excluded from Computation of Earnings Per Share, Amount | 12,596,000 | 1,363,350 |
Liquidity Capital Resources and
Liquidity Capital Resources and Going Concern (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Nature of Business and Presentation of Financial Statements | |||
Proceed from sales of stock | $ 5,000,000 | $ 6,551,745 | |
Accumulated deficit | 3,160,015 | $ (4,593) | |
Net Loss | (3,164,608) | 40,337 | |
Net cash used in operations | 1,840,950 | ||
Working capital | $ 11,263,270 | $ 10,572 |
Acquisition of 374Water, Inc._3
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Cash | $ 29,536 | |
374Water, Inc. [Member] | ||
Cash | $ 29,536 | |
Prepaid expense | 14,483 | |
Accounts Receivable | 1,000 | |
Total assets acquired | 45,019 | |
Accounts payable | 46,150 | |
Accrued expenses | 83,094 | |
Total liabilities assumed | 129,244 | |
Net liabilities assumed | $ 84,225 |
Acquisition of 374Water, Inc._4
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Gross proceeds from private placement | $ 6,551,691 | ||
Series D Preferred Stock [Member] | |||
Description issuance of the Preferred Stock | the former 374Water shareholders own 65.8% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Gross proceeds from private placement | $ 6,551,745 | ||
Shares in private placement | 436,783 | ||
Settlement of liability for preferred stock shares | $ 50,000 | ||
Mr Nagar | |||
Annual Salary | 200,000 | ||
CEO [Member] | |||
Annual Salary | $ 60,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets Additions | $ 1,108,270 | |
Accumulated amortization | 45,415 | |
Net book value | 1,062,855 | |
Intangible Assets Gross | $ 0 | |
License Agreement [Member] | ||
Intangible Assets Additions | 1,073,529 | |
Accumulated amortization | 45,415 | |
Net book value | $ 1,028,114 | |
Intangible Assets Gross | 0 | |
Estimated Life | 17 | |
Patents [Member] | ||
Intangible Assets Additions | $ 34,741 | |
Accumulated amortization | 0 | |
Net book value | $ 34,741 | |
Intangible Assets Gross | $ 0 | |
Estimated Life | 20 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2021USD ($) |
Intangible Assets | |
2021 (Remaining 3 months) | $ 63,149 |
2022 | 63,149 |
2023 | 63,149 |
2024 | 63,149 |
2025 | 63,149 |
Thereafter | 712,369 |
Intangible assets, Net | $ 1,028,114 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of intangible assets | $ 45,415 | |
Common shares issued, fair value | 12,531 | $ 6,241 |
License Agreement [Member] | ||
Common shares issued, fair value | $ 1,073,529 |
Stockholder Equity (Details)
Stockholder Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Granted | 5,033,333 | ||
Vested | (379,817) | ||
Expired/forfeited | (40,000) | ||
Options Unvested ,Ending balance | 2,465,183 | ||
Weighted Average Exercise Price ,Beginning | $ 0.11 | $ 0.11 | |
Aggregate Intrinsic Value, Beginng | $ 690,500 | $ 690,500 | |
Weighted Average Remaining Contractual Life(Years) | 2 years 11 months 15 days | 1 year 5 months 8 days | 5 months 8 days |
Aggregate Intrinsic Value ,Ending | $ 437,500 | $ 690,500 | $ 690,500 |
Weighted Average Exercise Price ,Ending | $ 0.11 | $ 0.11 | |
Options [Member] | |||
Options Unvested ,Beginning Balance | 12,180,500 | 12,180,500 | |
Granted | 2,885,000 | ||
Vested | (225,500) | ||
Expired/forfeited | (2,540,000) | ||
Options Unvested ,Ending balance | 12,300,000 | 12,180,500 | 12,180,500 |
Weighted Average Exercise Price ,Beginning | $ 0.20 | $ 0.20 | |
Aggregate Intrinsic Value, Beginng | $ 4,750,395 | $ 4,750,395 | |
Weighted Average Remaining Contractual Life(Years) | 5 years 7 months 13 days | 5 years 7 months 2 days | 4 years 7 months 2 days |
Weighted Average Exercise Price, Granted | $ 1.20 | ||
Weighted Average Exercise Price, Exercised | 0.19 | ||
Weighted Average Exercise Price, Expired/forfeit | $ 0.17 | ||
Aggregate Intrinsic Value ,Ending | $ 4,521,310 | $ 4,750,395 | $ 4,750,395 |
Weighted Average Exercise Price ,Ending | $ 0.37 | $ 0.20 | $ 0.20 |
Stockholder Equity (Details 1)
Stockholder Equity (Details 1) - Options [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected Life | 5 years 5 months 26 days |
Expected volatility | 38.39% |
Risk-free interest rate | 0.87% |
Maximum [Member] | |
Expected Life | 6 years 3 months |
Expected volatility | 38.67% |
Risk-free interest rate | 1.07% |
Stockholder Equity (Details 2)
Stockholder Equity (Details 2) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected Life | 1 year |
Expected volatility | 42.39% |
Risk-free interest rate | 0.60% |
Maximum [Member] | |
Expected Life | 3 years |
Expected volatility | 45.24% |
Risk-free interest rate | 0.795% |
Stockholder Equity (Details 3)
Stockholder Equity (Details 3) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholder Equity | ||||
Balance at beginning | 950,000 | 950,000 | ||
Aggregate Intrinsic Value, Beginng | $ 690,500 | $ 690,500 | ||
Weighted Average Exercise Price ,Beginning | $ 0.11 | $ 0.11 | ||
Weighted Average Remaining Contractual Life(Years) | 2 years 11 months 15 days | 1 year 5 months 8 days | 5 months 8 days | |
Shares Issued | 5,033,333 | |||
Weighted Average Exercise Price Issued | $ 0.37 | $ 0.85 | ||
Shares Exercised | (4,733,333) | |||
Weighted Average Exercise Price Exercised | $ 0.26 | |||
Aggregate Intrinsic Value ,Ending | $ 437,500 | $ 690,500 | $ 690,500 | |
Weighted Average Exercise Price Balance at ending | $ 2.50 | $ 0.11 | ||
Balance at end | 1,250,000 | 950,000 | 950,000 |
Stockholder Equity (Details Nar
Stockholder Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Apr. 16, 2021 | Oct. 30, 2020 | Dec. 31, 2019 | |
Capital Raised through issuance of common stock | $ 5,000,000 | $ 0 | |||||
Common Stock shares issues to raise capital | 2,500,000 | ||||||
Common Stock shares issues for cash | 4,958,833 | ||||||
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 | |||||
Common Stock Shares Authorized | 200,000,000 | 200,000,000 | |||||
Preferred stock, shares issued | 27,272 | 0 | 436,782 | ||||
Gross Process From Private Placement of Stocks | $ 6,551,691 | ||||||
Liability for Preferred Stock Shares | $ 50,000 | ||||||
Common stock, shares issued | 125,317,746 | 62,410,452 | 33,203,512 | ||||
Number of warrant purchase | 3,783,333 | ||||||
Exercise price | $ 0.30 | ||||||
Weighted Average Exercise Price Issued | $ 0.37 | $ 0.85 | |||||
Aggregate fair value of warrant | $ 1,399,833 | ||||||
Issuance of common stock, exercise of warrants | 3,783,333 | ||||||
Gross proceeds on exercise of warrants | $ 1,242,499 | $ 0 | |||||
Warrants outstanding | 1,250,000 | 950,000 | 950,000 | ||||
common stock price | $ 2.85 | ||||||
Aggregate Intrinsic Value | $ 437,500 | $ 690,500 | $ 690,500 | ||||
Weighted Average Exercise Price | $ 2.50 | $ 0.11 | |||||
Preferred stock, shares Outstanding | 27,272 | 0 | |||||
Common stock value | $ 12,531 | $ 6,241 | |||||
Stock-based compensation | $ 204,217 | $ 328 | |||||
Preferred Stock Value per share | $ 0.0001 | $ 0.0001 | |||||
Common Stock Value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding | 125,317,746 | 62,410,452 | |||||
Research and development | $ 375,032 | $ 57,718 | |||||
General and administrative | 1,095,381 | 17,483 | |||||
Consultant [Member] | |||||||
Stock-based compensation | 204,217 | 6,657 | |||||
Research and development | 14,081 | 6,329 | |||||
General and administrative | 190,136 | 328 | |||||
Options [Member] | |||||||
Aggregate Intrinsic Value | 4,521,310 | $ 4,750,395 | $ 4,750,395 | ||||
Unrecognized compensation expense, unvested options | $ 1,136,921 | ||||||
374Water, Inc. [Member] | |||||||
Common stock, shares issued | 125,317,746 | ||||||
Preferred Stock Value per share | $ 15 | ||||||
Common Stock Value per share | $ 0.30 | ||||||
Liquidation Value of Preferred Stocks | $ 409,005 | ||||||
Common stock, shares outstanding | 125,317,746 | ||||||
Warrant [Member] | |||||||
Stock-based compensation | $ 1,284,848 | ||||||
Patents [Member] | |||||||
Common stock, shares issued | 1,602,282 | ||||||
Common stock value | $ 1,073,369 | ||||||
Common Stock which were issued to investees as part of the capital raise | 2,500,000 | ||||||
Common Stock which were issued in connection with the exercise of warrants | 4,958,833 | ||||||
374Water Former Stockholders [Member] | |||||||
Common stock, shares issued | 62,410,452 | ||||||
Series D Preferred Stock [Member] | |||||||
Preferred Stock Shares Authorized | 412,853 | 1,000,000 | |||||
Preferred stock, shares issued | 27,272 | ||||||
Gross Process From Private Placement of Stocks | $ 6,551,745 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Convertion of preferred stock to common stock | 20,642,667 | ||||||
Preferred stock, shares Outstanding | 27,272 | ||||||
Preferred Stock Value per share | $ 0.0001 | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | |||
Related party cost | $ 0 | $ 43,205 | |
Due to related party | 0 | ||
Advances from stockholders | 0 | $ 15,108 | |
Advances from Stockholders | $ (15,108) | $ 2,052 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Goodwill | $ 208,742 | $ 0 |
Start-up cost | 83,710 | 0 |
Other Intangibles | 10,339 | 0 |
Other Accruals | 1,875 | 0 |
Stock based compensation | 17,423 | 1,764 |
Net operating loss carryforwards | (381,112) | |
Deferred tax assets | 703,211 | 1,764 |
Less valuation allowance | (703,083) | (1,764) |
Depreciation | (128) | 0 |
Deferred tax liabilities | (128) | (1,764) |
Net deferred tax assets after valuation allowance | 128 | 0 |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details 1) | ||
Federal income tax at statutory rate | 21.00% | 21.00% |
Change in State Tax | 0.00% | 0.00% |
Change in Valuation Allowance | (22.16%) | 19.11% |
Permanent Differences | (12.26%) | 0.00% |
State Tax | 1.98% | 5.50% |
Other | 11.44% | (45.61%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | Dec. 31, 2021USD ($) |
Income Taxes (Tables) | |
Net operating loss carry forwards for federal income tax purposes | $ 1.7 |