374Water Inc (SCWO)

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POWERVERDE, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)
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09/24/2020 | 05:28pm EDT
Item 1.01. Entry into a Material Definitive Agreement

On September 20, 2020, PowerVerde Inc. ("PowerVerde") signed a Binding Letter of Intent for a merger (the "LOI") with 374Water Inc. ("374Water") a privately-held company based in Durham, North Carolina www.374water.com.

Subject to the terms and conditions set forth in the LOI, 374Water will merge into a newly- formed wholly-owned subsidiary of PowerVerde (the "Sub"), with the Sub as the surviving corporation (the "Merger"). Upon closing of the Merger, PowerVerde will issue new shares of PowerVerde stock to 374Water shareholders such that 374Water shareholders will own approximately 60% of the combined company, and PowerVerde shareholders will own approximately 40%. The Merger is subject to adjustments for liabilities, and the closing is contingent on the achievement of certain milestones and satisfaction of conditions by both parties prior to closing, including the raising of at least $6.25 million of additional capital pursuant to a private placement by March 31, 2021.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibit is filed with this report:




Exhibit Number Description
99.1 Binding Letter of Intent, dated as of September 20, 2020,
between PowerVerde Inc., and 374Water Inc.