374Water Seeks Reverse Stock Split to Avoid Nasdaq Delisting

TL;DR

**SCWO needs this reverse split to stay on Nasdaq, or it's going to the OTC graveyard, making it a high-risk bet for traders.**

AI Summary

374Water Inc. (SCWO) is holding a Special Meeting of Stockholders on December 15, 2025, to address critical issues for its Nasdaq listing. The primary proposal is to approve a reverse stock split at a ratio between 1-for-8 and 1-for-20, at the board's discretion, to increase the stock price above the Nasdaq minimum bid price requirement of $1.00. The company received a non-compliance notice on July 16, 2025, for trading below $1.00 for 30 consecutive days, with a compliance deadline of January 12, 2026. Maintaining Nasdaq listing is crucial for SCWO to retain S-3 shelf eligibility, access capital markets, and continue its at-the-market (ATM) program for working capital. Failure to approve the reverse stock split could lead to delisting, impeding liquidity and business strategy execution, potentially causing loss of significant business opportunities. The board also seeks authorization for adjournments to solicit additional proxies if needed for the reverse stock split proposal.

Why It Matters

This DEF 14A filing is critical for 374Water Inc. as it directly addresses the company's ability to maintain its Nasdaq listing, a key factor for investor confidence and access to capital. Delisting would significantly reduce liquidity for existing shareholders and could deter new institutional investors who often have policies against holding OTC-traded securities. For employees and customers, continued listing signals stability and growth potential, which can impact business partnerships and talent acquisition. In the competitive water treatment technology market, maintaining a strong public market presence is vital for financing innovation and commercializing technologies like 374Water's AirSCWO system.

Risk Assessment

Risk Level: high — The risk level is high because 374Water Inc. is currently non-compliant with Nasdaq's $1.00 minimum bid price requirement, with a deadline of January 12, 2026. Failure to approve and successfully implement the reverse stock split, or to maintain a price above $1.00 for at least ten consecutive trading days, will result in delisting proceedings, severely impacting liquidity and financing capabilities.

Analyst Insight

Investors should carefully consider the implications of a reverse stock split on their holdings and the company's future. Vote 'FOR' the proposal if you believe maintaining Nasdaq listing is paramount for SCWO's long-term viability and access to capital, but be aware of potential post-split volatility and the inherent risks of a company facing delisting.

Key Numbers

• $1.00 — Nasdaq Minimum Bid Price (SCWO's stock has been trading below this threshold for over 30 days, triggering non-compliance.)
• 1-for-8 to 1-for-20 — Reverse Stock Split Ratio Range (The proposed range for the reverse stock split, aimed at increasing share price.)
• 169,248,799 — Shares Outstanding (Total common shares entitled to vote as of the October 24, 2025 Record Date.)
• December 15, 2025 — Special Meeting Date (Date stockholders will vote on the reverse stock split and adjournment proposals.)
• January 12, 2026 — Nasdaq Compliance Deadline (The date by which SCWO must regain compliance with Nasdaq's minimum bid price requirement.)
• July 16, 2025 — Non-Compliance Notification Date (Date SCWO disclosed receiving the Nasdaq minimum bid price non-compliance notice.)

Key Players & Entities

• 374Water Inc. (company) — Registrant and issuer of common stock
• Nasdaq (regulator) — Exchange requiring minimum bid price
• Deanna Rene Estes (person) — Chairperson of the Board of Directors
• Stephen J. Jones (person) — Appointed proxy for the Special Meeting
• Equiniti Trust Company, LLC (company) — Transfer agent for 374Water Inc.
• $1.00 (dollar_amount) — Nasdaq minimum bid price requirement
• 1-for-8 to 1-for-20 (dollar_amount) — Proposed reverse stock split ratio range
• 169,248,799 (dollar_amount) — Shares of common stock outstanding on Record Date
• January 12, 2026 (date) — Nasdaq Compliance Deadline for minimum bid price
• October 24, 2025 (date) — Record Date for voting at Special Meeting

FAQ

Risk Factors

• Nasdaq Delisting Risk [high — regulatory]: The company received a non-compliance notice on July 16, 2025, for trading below the Nasdaq minimum bid price of $1.00 for 30 consecutive days. A compliance deadline of January 12, 2026, is set, and failure to regain compliance via the proposed reverse stock split could lead to delisting.
• Capital Access Impairment [high — financial]: Maintaining Nasdaq listing is critical for SCWO to retain S-3 shelf eligibility and access capital markets, including its at-the-market (ATM) program. Delisting would impede liquidity and the ability to raise working capital.
• Business Strategy Execution [medium — operational]: Delisting from Nasdaq could cause the loss of significant business opportunities and hinder the execution of the company's overall business strategy due to reduced liquidity and investor confidence.

Industry Context

374Water operates in the cleantech and water treatment sector, focusing on advanced wastewater treatment solutions. The industry is characterized by increasing regulatory pressure for cleaner water, growing demand for sustainable technologies, and competition from established players and emerging innovators. Companies in this space often require significant capital for R&D, scaling operations, and navigating complex permitting processes.

Regulatory Implications

The primary regulatory concern for 374Water is compliance with Nasdaq's listing rules, specifically the minimum bid price requirement. Failure to meet this could lead to delisting, impacting the company's ability to access public capital markets and potentially affecting its operational and strategic flexibility.

What Investors Should Do

1. Vote FOR the reverse stock split proposal.
2. Vote FOR the adjournment proposal.
3. Review proxy materials carefully.

Key Dates

• 2025-07-16: Non-Compliance Notification Received — 374Water was formally notified by Nasdaq of its non-compliance with the minimum bid price requirement, initiating a compliance period.
• 2025-10-24: Record Date — Establishes the stockholders eligible to vote at the Special Meeting on December 15, 2025.
• 2025-11-05: Proxy Materials Mailed — The Notice of Internet Availability of Proxy Materials was sent, informing stockholders about the upcoming meeting and how to access materials.
• 2025-12-15: Special Meeting of Stockholders — Stockholders will vote on critical proposals, including a reverse stock split, to address Nasdaq listing requirements.
• 2026-01-12: Nasdaq Compliance Deadline — The final date by which 374Water must regain compliance with Nasdaq's minimum bid price rule to avoid delisting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document outlines the proposals and information relevant to the Special Meeting of Stockholders for 374Water Inc.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (Proposed by 374Water to increase its stock price above the $1.00 minimum required by Nasdaq.)

At-the-Market (ATM) Program

A method for a company to sell its stock directly into the open market over time, typically used for raising working capital. (Maintaining Nasdaq listing is crucial for SCWO to continue utilizing its ATM program.)

S-3 Shelf Eligibility

The ability for a company to register securities for future sale on a registration statement (Form S-3) that remains effective for up to three years, allowing for quicker access to capital markets. (Nasdaq listing is a prerequisite for maintaining S-3 shelf eligibility for 374Water.)

Proxy

A document or authorization that allows a shareholder to appoint someone else to vote their shares on their behalf at a shareholder meeting. (Used to solicit votes for the proposals at the Special Meeting, especially if shareholders cannot attend in person.)

Year-Over-Year Comparison

This DEF 14A filing focuses on an upcoming Special Meeting, distinct from typical annual filings. The key concern highlighted is the immediate need to address Nasdaq non-compliance, which was not a primary focus in previous filings. The urgency stems from a July 16, 2025, notification regarding the stock price falling below $1.00, necessitating a reverse stock split proposal by the January 12, 2026, deadline.

Key Financial Figures

• $0.0001 — and outstanding common stock, par value $0.0001 per share (the "common stock"), includi
• $1.00 — listed on Nasdaq has been trading below $1.00 for more than thirty (30) consecutive t
• $1.00 m — common stock to stay trading above the $1.00 minimum threshold in the long term. If th

Filing Documents

• scwo_def14a.htm (DEF 14A) — 293KB
• scwo_def14aimg1.jpg (GRAPHIC) — 5KB
• scwo_def14aimg2.jpg (GRAPHIC) — 5KB
• scwo_def14aimg3.jpg (GRAPHIC) — 1KB
• scwo_def14aimg4.jpg (GRAPHIC) — 1KB
• scwo_def14aimg5.jpg (GRAPHIC) — 1KB
• scwo_def14aimg6.jpg (GRAPHIC) — 1KB
• scwo_def14aimg7.jpg (GRAPHIC) — 1KB
• scwo_def14aimg8.jpg (GRAPHIC) — 1KB
• 0001654954-25-012524.txt ( ) — 318KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22 STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING 24 OTHER BUSINESS 25 CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS 26 ANNEX A 27 iv Table of Contents 374WATER INC. PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2025 INFORMATION ABOUT SOLICITATION AND VOTING A proxy is solicited on behalf of the board of directors of 374Water Inc. ("374Water"), for use at 374Water's Special Meeting of Stockholders (the "Special Meeting" or "meeting") to be held on December 15, 2025 at 9:00 a.m. Eastern Time via live webcast on the internet at https://edge.media-server.com/mmc/go/SCWO2025SGM . References in this proxy statement (the "Proxy Statement") to "we," "us," "our," "the Company" or "374Water" refer to 374Water Inc. Your vote is important. Whether or not you expect to attend and participate in the Special Meeting, we encourage you to vote in advance of the Special Meeting. INTERNET AVAILABILITY OF PROXY MATERIALS We have elected to make our proxy materials available to our stockholders over the internet rather than mailing paper copies of those materials to each stockholder. We first mailed on or about November 5, 2025 a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record at the close of business on October 24, 2025. The proxy materials are available free of charge at www.iproxydirect.com/SCWO . The Notice directs stockholders to www.iproxydirect.com/SCWO where the proxy materials, including the Proxy Statement, are available; the date and time of the Special Meeting and information on how to participate in and vote at the meeting; the matters to be acted upon at the meeting and our board of directors' recommendations with regard to each matter; instructions on how to vote; and information on how stockholders can request a paper or e-mail copy of the Proxy Statement. QUESTIONS AND ANSWERS ABOUT T

View Full Filing

View this DEF 14A filing on SEC EDGAR