374Water Inc 10-Q for FY2025 Q3

374Water Inc. (SCWO)

10-Q 2025-11-12 For: 2025-09-30

Added on April 07, 2026

About this 10-Q

374Water Inc filed this 10-Q on November 12, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $760.42K; up 833.1% from $81.49K a year earlier
Net loss: $4.35M; compared with a net loss of $2.7M a year earlier
Diluted EPS: $0.03; up 50.0% from $0.02 a year earlier

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☒	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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 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	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50

SIGNATURES		51

	September 30, 2025			December 31, 2024
Assets
Current Assets:
Cash	$	933,328		$	10,651,644
Accounts receivable, net of credit allowance		643,585			269,733
Unbilled accounts receivable		2,155,622			1,653,007
Stock subscription receivables		5,041			-
Other receivables		11,851			43,886
Inventory, net		1,897,544			1,701,474
Contract assets		151,493			136,651
Prepaid expenses		439,324			431,412
Total Current Assets		6,237,788			14,887,807

Property and equipment, net		3,483,957			2,567,571
Intangible asset, net		961,566			1,016,594
Right-of-use asset, net		602,713			691,014
Other assets		76,149			20,847
Total Long-Term Assets		5,124,385			4,296,026
Total Assets	$	11,362,173		$	19,183,833

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	1,241,839		$	906,394
Accrued bonuses		270,000			570,000
Accrued contract loss provision		1,230,000			1,000,000
Accrued legal settlement		66,175			335,000
Unearned revenue		360,463			197,683
Note payable		7,347			-
Secured promissory note		600,000			-
Financing liability		171,173			-
Operating lease liability		114,866			101,320
Other liabilities		271,666			17,279
Total Current Liabilities		4,333,529			3,127,676

Unearned revenue, less current portion		30,000			30,000
Note payable, less current portion		37,735			-
Operating lease liability, less current portion		463,848			551,376
Total Long-Term Liabilities		531,583			581,376
Total Liabilities		4,865,112			3,709,052

Stockholders’ Equity
Preferred stock: 50,000,000 shares authorized, par value $0.0001 per share, nil issued and outstanding at September 30, 2025 and December 31, 2024.		-			-
Common stock: 1,000,000,000 common shares authorized, par value $0.0001 per share, 154,261,131 and 144,301,977 shares outstanding at September 30, 2025 and December 31, 2024, respectively		15,424			14,429
Additional paid-in capital		47,494,670			43,845,499
Accumulated deficit		(41,015,504	)		(28,387,618	)
Accumulated other comprehensive income		2,471			2,471
Total Stockholders’ Equity		6,497,061			15,474,781

Total Liabilities & Stockholders’ Equity	$	11,362,173		$	19,183,833

	Three Months Ended						Nine Months Ended
	September 30, 2025						September 30, 2025
	2025			2024			2025			2024

Revenues	$	760,417		$	81,490		$	1,898,484		$	433,589
Cost of revenues		547,785			42,404			1,823,935			703,245
Gross margin (deficit)		212,632			39,086			74,549			(269,656	)

Operating expenses
Research and development		755,944			424,579			1,820,701			1,526,294
Compensation and related expenses		2,097,580			1,212,602			5,769,832			3,010,273
Professional fees		257,228			499,010			1,678,467			1,367,702
General and administrative		1,462,625			644,634			3,589,754			1,788,117
Total operating expenses		4,573,377			2,780,825			12,858,754			7,692,386
Loss from operations		(4,360,745	)		(2,741,739	)		(12,784,205	)		(7,962,042	)

Other income (expense)
Interest income		11,088			36,626			147,153			215,438
Other income (expense)		633			3,296			9,166			88,002
Total other income, net		11,721			39,922			156,319			303,440
Net loss before income taxes		(4,349,024	)		(2,701,817	)		(12,627,886	)		(7,658,602	)

Provision for Income Taxes		-			-			-			-

Net loss	$	(4,349,024	)	$	(2,701,817	)	$	(12,627,886	)	$	(7,658,602	)

Net loss per share (basic and diluted)	$	(0.03	)	$	(0.02	)	$	(0.09	)	$	(0.06	)

Weighted average common shares outstanding - basic and diluted		151,471,944			132,997,135			147,044,195			133,307,818

For the Three and Nine Months Ended September 30, 2025	Preferred Stock				Common Stock				Additional						Other		Total
	Number of Shares		Amount		Number of shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive Income		Stockholders' Equity
Balances, December 31, 2024		-	$	-		144,301,977	$	14,429	$	43,845,499		$	(28,387,618	)	$	2,471	$	15,474,781
Issuance of shares of common stock for services		-		-		180,986		18		66,882			-			-		66,900
Accretion of stock-based compensation - options		-		-		-		-		460,512			-			-		460,512
Accretion of stock-based compensation - restricted stock		-		-		-		-		248,951			-			-		248,951
Issuance of shares of common stock for option exercise		-		-		200,000		20		23,980			-			-		24,000
Net loss		-		-		-		-		-			(3,698,414	)		-		(3,698,414	)
Balances, March 31, 2025		-		-		144,682,963		14,467		44,645,824			(32,086,032	)		2,471		12,576,730
Issuance of shares of common stock for services		-		-		112,106		11		38,989			-			-		39,000
Accretion of stock-based compensation - options		-		-		-		-		277,330			-			-		277,330
Accretion of stock-based compensation - restricted stock		-		-		-		-		271,749			-			-		271,749
Issuance of vested restricted common stock		-		-		416,333		42		(42	)		-			-		-
Issuance of shares of common stock for cash, net of issuance costs		-		-		1,270,706		127		332,225			-			-		332,352
Net loss		-		-		-		-		-			(4,580,448	)		-		(4,580,448	)
Balances, June 30, 2025		-	$	-		146,482,108	$	14,647	$	45,566,075		$	(36,666,480	)	$	2,471	$	8,916,713
Issuance of shares of common stock for services		-		-		524,541		52		181,498			-			-		181,550
Accretion of stock-based compensation - options		-		-		-		-		244,820			-			-		244,820
Accretion of stock-based compensation - restricted stock		-		-		-		-		569,197			-			-		569,197
Issuance of vested restricted common stock		-		-		721,058		72		(72	)		-			-		-
Issuance of shares of common stock for cash, net of issuance costs		-		-		6,533,424		653		1,583,132			-			-		1,583,785
Warrant repurchase		-		-		-		-		(649,980	)		-			-		(649,980	)
Net loss		-		-		-		-		-			(4,349,024	)		-		(4,349,024	)
Balances, September 30, 2025		-	$	-		154,261,131	$	15,424	$	47,494,670		$	(41,015,504	)	$	2,471	$	6,497,061

	September 30, 2025			December 31, 2024
Computers	$	19,977		$	19,977
Equipment		493,627			366,400
Equipment - Demo System		2,386,660			2,298,666
Vehicles		87,300			59,306
Equipment-in-progress		1,163,769			-
Total property and equipment		4,151,333			2,744,349
Less: accumulated depreciation		(667,376	)		(176,778	)
Total property and equipment, net	$	3,483,957		$	2,567,571

	☐	the public equity markets;
	☐	private equity financings;
	☐	collaborative arrangements;
	☐	asset sales; and/or
	☐	public or private debt.

	September 30, 2025			December 31, 2024
Raw materials	$	1,947,544		$	1,751,474
Work-in-process		-			-
Less: inventory reserve		(50,000	)		(50,000	)
	$	1,897,544		$	1,701,474

	Three Months Ended
Name	September 30, 2025		%			September 30, 2024		%
Equipment revenue	$	35,650		5	%	$	-	0		%
Service revenue		724,767		95	%		81,490		100	%
Total	$	760,417		100	%	$	81,490		100	%

	Balance at September 30,			Balance at December 31,
	2025			2024
Unbilled accounts receivable at beginning of period	$	1,653,007		$	1,494,553
Services performed but unbilled		886,115			217,666
Services billed		(383,500	)		(59,212	)
Unbilled accounts receivable at end of period	$	2,155,622		$	1,653,007

	Balance at June 30,			Balance at December 31,
	2025			2024
Unearned revenue at beginning of period	$	227,683		$	130,000
Billings deferred		325,746			197,683
Refundable deposit returned		-			(100,000	)
Recognition of prior unearned revenue		(162,966	)		-
Unearned revenue at end of period	$	390,463		$	227,683

2025 (remaining)	$	1,933
2026		8,270
2027		9,204
2028		10,244
2029		11,401
Thereafter		4,030
	$	45,082

	Three Months				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Research and development	$	51,682	$	42,760	$	180,322	$	133,078
Compensation and related expenses		762,335		377,649		1,892,237		745,915
Total expense	$	814,017	$	420,409	$	2,072,559	$	878,993

	Nine Months Ended
	September 30, 2025
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(12,627,886	)	$	(7,658,602	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		545,627			79,040
Non-cash lease expense		88,301			-
Issuance of common stock for services		287,450			373,231
Stock-based compensation - options and restricted stock		2,072,559			878,993
Gain on legal settlement		-			(22,303	)
Increase in inventory reserve		-			50,000
Changes in operating assets and liabilities:
Accounts receivable		(373,852	)		(223,985	)
Unbilled accounts receivable		(502,615	)		(226,594	)
Other receivables		32,035			29,657
Inventory		(196,070	)		(936,934	)
Contract assets		(14,842	)		(99,245	)
Prepaid expenses		199,619			(73,768	)
Other assets		(55,302	)		(22,792	)
Accounts payable and accrued expenses		335,445			197,158
Accrued bonus		(300,000	)		-
Accrued contract loss provision		230,000			100,000
Accrued legal settlement		(268,825	)		-
Unearned revenue		162,780			72,768
Other liabilities		254,387			(14,358	)
Operating lease liability		(73,982	)		-
Net cash used in operating activities		(10,205,171	)		(7,497,734	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(769,801	)		(75,000	)
Purchases of equipment-in-process		(588,993	)		(838,410	)
Increase in intangible assets		-			(85,797	)
Net cash used in investing activities		(1,358,794	)		(999,207	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments on note payable		(3,109	)		-
Repayments on financing liability		(36,358	)		-
Proceeds from the exercise of options		24,000			-
Proceeds from secured promissory note		600,000			-

								Weighted
				Weighted				Average
				Average		Aggregate		Remaining
				Exercise		Intrinsic		Contractual
	Shares			Price		Value		Life (Years)
Options outstanding at December 31, 2024		15,843,116		$	0.94	$	3,324,000		5.95
Granted		908,659			0.66		-		-
Exercised		(200,000	)		0.12		-		-
Expired/forfeit		(142,713	)		2.96		-		-
Options outstanding at March 31, 2025		16,409,062	*	$	0.92	$	1,274,000		5.98
Granted		1,715,152			0.24		-		-
Exercised		-			-		-		-
Expired/forfeit		(608,712	)		0.84		-		-
Options outstanding at June 30, 2025		17,515,502	*	$	0.86	$	1,210,855		5.99
Granted		-			-		-		-
Exercised		-			-		-		-
Expired/forfeit		(66,250	)		1.16		-		-
Options outstanding at September 30, 2025		17,449,252	*	$	0.86	$	971,330		5.73
Options exercisable at September 30, 2025		9,296,654	*	$	0.69	$	971,330		3.03

	September 30,		September 30,
	2025		2024
Expected volatility	67.81-71.56%		26.20-27.39%
Expected term (years)	6.25 Years		6.25 Years
Risk-free rate	4.00 - 4.51%		3.77-4.65%
Dividend rate		0.00%		0.00%

				Weighted- Average
				Grant Date
	Amount			Fair Value
Nonvested, beginning of the year		3,549,292		$	1.23
Granted		11,930,760			0.42
Vested		(1,137,391	)		0.81
Forfeited		(60,000	)		0.62
Nonvested, end of the year		14,282,661		$	0.58

	Three Months Ended September 30,
	2025			2024			$ Change			% Change
Revenues	$	760,417		$	81,490		$	678,927			833	%
Cost of revenues		547,785			42,404			505,381			1,192	%
Gross margin		212,632			39,086			173,546			444	%
Operating expenses:
Research and development		755,944			424,579			331,365			78	%
Compensation and related expenses		2,097,580			1,212,602			884,978			73	%
Professional fees		257,228			499,010			(241,782	)		(48	)%
General and administrative		1,462,625			644,634			817,991			127	%
Total operating expenses		4,573,377			2,780,825			1,792,552			64	%
Loss from operations		(4,360,745	)		(2,741,739	)		(1,619,006	)		59	%
Other income, net		11,721			39,922			(28,201	)		(71	)%
Loss before income taxes		(4,349,024	)		(2,701,817	)		(1,647,207	)		61	%
Provision for income taxes		—			—			—		%
Net loss	$	(4,349,024	)	$	(2,701,817	)	$	(1,647,207	)		61	%

	Nine Months Ended September 30,
	2025			2024			$ Change			% Change
Revenues	$	1,898,484		$	433,589		$	1,464,895			338	%
Cost of revenues		1,823,935			703,245			1,120,690			159	%
Gross margin (deficit)		74,549			(269,656	)		344,205			(128	)%
Operating expenses:
Research and development		1,820,701			1,526,294			294,407			19	%
Compensation and related expenses		5,769,832			3,010,273			2,759,559			92	%
Professional fees		1,678,467			1,367,702			310,765			23	%
General and administrative		3,589,754			1,788,117			1,801,637			101	%
Total operating expenses		12,858,754			7,692,386			5,166,368			67	%
Loss from operations		(12,784,205	)		(7,962,042	)		(4,822,163	)		61	%
Other income, net		156,319			303,440			(147,121	)		(48	)%
Loss before income taxes		(12,627,886	)		(7,658,602	)		(4,969,284	)		65	%
Provision for income taxes		—			—			—			0	%
Net loss	$	(12,627,886	)	$	(7,658,602	)	$	(4,969,284	)		65	%

	·	A sustainable market for our products may never develop.
	·	Our ability to treat hazardous wastes on a commercially viable basis is unproven, which could have a detrimental effect on our ability to generate or sustain revenues.
	·	We have a limited operating history with no material revenues.
	·	Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management.
	·	Our products may have defects, which could damage our reputation, decrease market acceptance of our products, cause us to lose customers and revenue and result in costly litigation or liability.
	·	Our management team may not be able to successfully implement our business strategies.
	·	Our ability to generate revenue will depend in part on government contracts which expose us to the uncertainties of governmental budgetary and funding constraints and local, national and international political conditions and events, including in the event of a prolonged government shutdown.
	·	We have identified material weaknesses in our internal control over financial reporting.
	·	Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
	·	We may be unable to obtain required licenses from third parties for product development.
	·	If we fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results of operations.
	·	We may be adversely affected by the effects of inflation.
	·	We face competition in our industry, and we may be unable to attract customers and maintain a viable business.
	·	We are required to obtain permits in different areas of the world in order to utilize our products in such regions. Our need to apply for and receive permits could substantially limit our ability to operate and grow our business.
	·	We have in the past and may in the future be involved in litigation matters or other legal proceedings that are expensive and time consuming.
	·	Developments in, and compliance with, current and future environmental and climate change laws and regulations could impact our business, financial condition or results of operations.
	·	If we become subject to claims relating to handling, storage, release or disposal of hazardous materials, we could incur significant cost and time to comply.
	·	Failure to effectively treat emerging contaminants could result in material liabilities.
	·	Wastewater operations entail significant risks that may impose significant costs.
	·	We may incur liabilities to customers as a result of warranty claims or failure to meet performance guarantees, which could reduce our profitability.
	·	We enter into various contracts in the normal course of our business, some or all of which may require us to indemnify the other party to the contract. In the event we have to perform under these indemnification provisions, it could have an adverse effect on our business, financial condition and results of operation.
	·	Natural disasters and other catastrophic events beyond our control could adversely affect our business operations and financial performance.
	·	United States trade policies and other factors beyond the Company’s control, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations.

	·	We will require and may have difficulty or be unsuccessful in raising needed capital in the future to continue to operate as a going concern.
	·	Our financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules or other execution issues.
	·	We have inadequate capital and need for additional financing to accomplish our business and strategic plans. Terms of subsequent financing, if any, may adversely impact your investment.
	·	Our research and development expenses may increase in the future.

	·	We may have difficulty in protecting our intellectual property and may incur substantial costs to defend ourselves in patent infringement litigation.
	·	We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
	·	We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
	·	We may need to depend on certain technologies that are licensed to us. We would not control these technologies and any loss of our rights to them could prevent us from selling our products.

	·	Our suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these materials and parts effectively.
	·	Failure by third parties to supply or manufacture components of our products or to deploy our systems timely or properly could adversely affect our business, financial condition and results of operations.

	·	The market price of our common stock historically has been highly volatile and is likely to continue to be volatile, and you could lose all or part of your investment.
	·	If we cannot maintain full compliance with Nasdaq listing standards, or if we cannot cure any violations within the time afforded under the Nasdaq listing standards, then we may face penalties that could significantly impact our stock price, including delisting of our stock from Nasdaq.
	·	The interests of our principal stockholders, officers and directors, who collectively beneficially own a significant amount of our common stock, may not coincide with yours and such stockholders will have the ability to control decisions with which you may disagree.
	·	Because we are a “smaller reporting company,” we may take advantage of certain scaled disclosures available to us, resulting in holders of our securities receiving less Company information than they would receive from a public company that is not a smaller reporting company.
	·	We do not intend to pay dividends on our common stock for the foreseeable future.
	·	If securities or industry analysts do not publish research about our business, or publish negative reports about our business, our share price and trading volume could decline.
	·	Future sales or potential sales of our common stock in the public market could cause our share price to decline.
	·	The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.
	·	We incur costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.
	·	Provisions in our Amended and Restated Certificate of Incorporation and Bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.
	·	We may not regain compliance with the continued listing requirements of The Nasdaq Capital Market.

·	continued progress and cost of our research and development programs;

·	the time and costs involved in obtaining regulatory approvals and permitting, if any;

·	regulatory actions with respect to our technology;

·	costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property rights;

·	costs of developing sales, marketing and distribution channels and our ability to sell our products;

·	competing technological and market developments;

·	market acceptance of our products;

·	costs for recruiting and retaining employees and consultants; and

·	unexpected legal, accounting and other costs and liabilities related to our business.

	·	intellectual property laws in certain jurisdictions may be relatively ineffective;
	·	detecting infringements and enforcing proprietary rights may divert management’s attention and company resources;
	·	contractual measures such as non-disclosure agreements and confidentiality provisions may afford only limited protection;
	·	any patents we may receive will expire, thus providing competitors access to the applicable technology;
	·	competitors may independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights; and
	·	competitors may register patents in technologies relevant to our business areas.

	·	the scope of rights granted under the license agreement and other interpretation-related issues;
	·	the extent to which our products, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
	·	our diligence obligations under the license agreement and what activities satisfy those diligence obligations;
	·	the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and
	·	the priority of invention of patented technology.

	·	Inability to obtain additional capital;
	·	Failure to meet or exceed financial or operational projections we may provide to the public;
	·	Failure to meet or exceed the financial or operational projections of the investment community;
	·	Significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
	·	Additions or departures of key management personnel;
	·	Significant lawsuits, including shareholder litigation;
	·	If securities or industry analysts issue an adverse or misleading opinion regarding our common stock;
	·	Changes in market valuations of similar companies;
	·	General market or macroeconomic conditions;
	·	Sales of shares of our common stock by us or our shareholders in the future; and
	·	Trading volume of our common stock.

	·	Only our board of directors may fill board vacancies;
	·	Permit us to issue blank check preferred stock;
	·	Prevent stockholders from calling special meetings;
	·	Maintain a plurality voting standard for our board of directors;
	·	Does not include an opt out of Delaware anti-takeover law;
	·	Require stockholders to follow certain advance notice and disclosure requirements in order to propose business or nominate directors at an annual or special meeting; and
	·	Limit our ability to enter into business combination transactions with certain stockholders.

	(a)	None.
	(b)	None.
	(c)	During the fiscal quarter ended September 30, 2025, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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	374WATER INC

Dated: November 12, 2025	By:	/s/ Stephen J. Jones
		Stephen J. Jones
		Interim President and Chief Executive Officer

Dated: November 12, 2025	By:	/s/ Russell Kline
		Russell Kline
		Chief Financial Officer

1.	I have reviewed this Form 10-Q of 374Water Inc. for the quarterly period ending September 30, 2025;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;