374Water Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington D.C. 20549
Form 10-Q
For the Quarterly Period ended June 30, 2025
| ☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|---|
| ☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file No.000-27866
374WATER INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 88-0271109 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
100 Southcenter Court, Suite 200
Morrisville, North Carolina 27560
(Address of principal executive offices)
440-601-9677
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | SCWO | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| Emerging Growth Company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: At August 11, 2025, the issuer had 151,028,287 shares of common stock outstanding.
Index to Form 10-Q
| Page | |||
|---|---|---|---|
| PART I · FINANCIAL INFORMATION | |||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3 | |
| Condensed Consolidated Balance Sheets at June 30, 2025 (Unaudited) and December 31, 2024 | 3 | ||
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited) | 4 | ||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited) | 5 | ||
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited) | 6 | ||
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 25 | |
| Item 4. | Controls and Procedures | 25 | |
| PART II | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 27 | |
| Item 1A. | Risk Factors | 27 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 46 | |
| Item 3. | Defaults upon Senior Securities | 46 | |
| Item 4. | Mine Safety Disclosures | 46 | |
| Item 5. | Other Information | 46 | |
| Item 6. | Exhibits | 47 | |
| SIGNATURES | 48 | ||
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