374Water Inc SEC Filings

374Water Inc. is registering up to $100,000,000 of primary securities under a shelf registration, including common stock, preferred stock, debt securities and warrants that may be offered over time in one or more transactions.

Within this total, a dedicated sales agreement prospectus permits at-the-market issuances of up to $50,000,000 of common stock through Lake Street Capital Market, LLC, replacing a prior $15,100,000 sales agreement under which $5,789,438 of capacity remained. Any net proceeds may be used for working capital, general corporate purposes, and capital expenditures.

The prospectus emphasizes that investing in these securities involves a high degree of risk and directs readers to detailed risk disclosures, including factors such as insufficient capital, “substantial doubts” about the ability to continue as a going concern, competition, regulatory changes, supply chain issues and technology-related uncertainties.

374Water Inc. (SCWO) filed a shelf registration statement on Form S-3 to offer, issue and sell up to $100,000,000 of securities from time to time, including common stock, preferred stock, debt securities and/or warrants.

The filing also includes a sales agreement prospectus for an at‑the‑market offering of up to $50,000,000 of common stock through Lake Street Capital Markets, LLC as sales agent; this amount is included within the $100,000,000 shelf. The Sales Agreement replaces a prior sales agreement prospectus under which $5,789,438 of common stock remained available immediately prior to filing. Net proceeds, if any, are intended for working capital and general corporate purposes.

The company’s common stock trades on Nasdaq as “SCWO”. On November 10, 2025, the last reported sale price was $0.38 per share.

374Water Inc. (SCWO) filed a Form S-8 registering 12,150,000 additional shares of Common Stock for future issuance under its 2021 Equity Incentive Plan. Stockholders approved the plan amendment at the 2025 annual meeting, increasing the shares available for equity awards to employees, officers, and directors.

The filing uses General Instruction E to Form S-8 and incorporates by reference the prior Form S-8 for the plan filed on October 2, 2024 (File No. 333-282471). This registration relates solely to additional securities of the same class for the existing plan and supports ongoing equity compensation grants.

374Water (SCWO) reported Q3 2025 results and flagged going concern risk. Revenue rose to $760,417 in the quarter, driven mostly by service work, with year‑to‑date revenue at $1,898,484. Gross margin for Q3 was $212,632, but higher operating costs led to a quarterly net loss of $4,349,024 and a nine‑month net loss of $12,627,886.

Cash fell to $933,328 from $10,651,644 at year‑end, and working capital was $1,904,259. Management disclosed “substantial doubt” about continuing as a going concern and said additional financing is needed. The company sold 7,804,130 shares via its $15.1 million ATM program for $1,916,000 net in the first nine months, then sold 14,987,668 more shares after quarter‑end for $6,991,004 net. It also issued a $600,000 short‑term secured note due January 2, 2026, and repurchased 6,000,000 warrants for $649,980.

Operationally, the City of Orlando demo contract totals $812,000, with one milestone recognized at $270,667. Unbilled receivables were $2,155,622. Shares outstanding were 154,261,131 at September 30, 2025 and 169,248,799 as of November 12, 2025.

374Water Inc. called a virtual Special Meeting on December 15, 2025 at 9:00 a.m. ET to seek stockholder approval to amend its Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-8 and 1-for-20, at the board’s discretion, any time on or before December 26, 2025. A separate proposal would allow the meeting to be adjourned to solicit additional proxies if needed.

The company states the reverse split aims to help regain compliance with Nasdaq’s $1.00 minimum bid requirement, with a compliance deadline of January 12, 2026. If implemented, the split would reduce issued and outstanding shares proportionally and will not change authorized shares or par value. Fractional shares would be settled in cash based on the closing price on the effective date.

The board retains discretion to select the final ratio or abandon the action. As of the October 24, 2025 record date, 169,248,799 shares of common stock were outstanding. Risks cited include potential post-split volatility, liquidity effects, and immediate delisting risk if the price falls below $1.00 within the specified post-split periods.

374Water (SCWO): A 10% owner reported open‑market sales of common stock. On 10/22/2025, 61,000 shares were sold at a weighted‑average price of $0.421. On 10/23/2025, 473,211 shares were sold at a weighted‑average price of $0.434, executed in multiple trades within disclosed ranges. Following these transactions, beneficial ownership stood at 32,112,632 shares, held directly.

The prices reflect weighted averages; detailed trade prices within the ranges are available upon request as noted.

374Water Inc. (SCWO) called a Special Meeting to approve a reverse stock split of its common stock within a 1-for-8 to 1-for-20 range, at the board’s discretion, and to authorize potential adjournment if more time is needed to secure votes. The meeting will be held virtually on December 15, 2025 at 9:00 a.m. Eastern Time.

The company states the split is intended to help regain compliance with Nasdaq’s minimum bid price rule and support access to financing, including S-3 shelf eligibility and an ATM program. If approved, the board may effect the split by December 26, 2025, with fractional shares settled in cash based on the Nasdaq closing price on the effective date.

The action would not change authorized shares (1,000,000,000 common; 50,000,000 preferred) or par value, and is designed to leave percentage ownership and voting rights proportional, aside from fractional share treatment. Stockholders of record as of October 24, 2025 are entitled to vote; the board recommends voting “FOR” both proposals.

374Water (SCWO) filed an 8-K/A detailing final terms of General Counsel Peter Mandel’s transition. The Separation Agreement provides $150,000 cash severance over six months and $3,454.08 in COBRA-related payments over the same period, effective after the October 28, 2025 release date if not revoked.

Mr. Mandel is eligible for a pro‑rated 2025 cash bonus based on actual performance; if no determination is made by March 30, 2026, the bonus will be $80,000. Time‑based equity that would have vested through the first anniversary of the Consulting Period’s end will vest on the last day of that period; performance‑based equity is forfeited. Option exercise runs through one year after the Consulting Period. A Consulting Agreement effective October 9, 2025 pays $25,000 per month for an initial three months, with one‑month renewals.