SEC Form DEFA14A filed by 374Water Inc.

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

374Water Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

374WATER INC.

CONTROL ID:

REQUEST ID:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

DATE:

WEDNESDAY, JUNE 11, 2025

TIME:

10:00 A.M. EASTERN TIME

LOCATION:

HTTPS://AGM.ISSUERDIRECT.COM/SCWO-2025

HOW TO REQUEST PAPER COPIES OF OUR MATERIALS

PHONE:

CALL TOLL FREE

1-866-752-8683

FAX:

SEND THIS CARD TO

202-521-3464

INTERNET:

HTTPS://WWW.IPROXYDIRECT.COM/SCWO 
AND FOLLOW THE ON-SCREEN INSTRUCTIONS.

EMAIL:

[email protected]

INCLUDE YOUR CONTROL ID IN YOUR EMAIL.

THIS COMMUNICATION REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY STATEMENT IS AVAILABLE AT: HTTPS://WWW.IPROXYDIRECT.COM/SCWO

IF YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY.  TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED ABOVE, MAY 28, 2025.

YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS://WWW.IPROXYDIRECT.COM/SCWO

UNTIL 11:59 PM EASTERN TIME JUNE 10, 2025.

THE PURPOSES OF THIS MEETING ARE AS FOLLOWS:

1.

ELECTION OF SEVEN DIRECTORS TO SERVE AS DIRECTORS ON OUR BOARD OF DIRECTORS TO SERVE UNTIL OUR 2026 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED;

2. 

RATIFICATION OF THE APPOINTMENT OF CHERRY BEKAERT LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR;

3.

APPROVAL OF CERTAIN AMENDMENTS TO THE COMPANY’S 2021 EQUITY INCENTIVE PLAN TO (I) INCREASE THE AMOUNT OF AUTHORIZED COMMON STOCK OF THE COMPANY ISSUABLE UNDER THE 2021 EQUITY INCENTIVE PLAN BY 12,150,000 SHARES AND (II) INCREASE THE INDIVIDUAL DIRECTOR COMPENSATION LIMIT TO $300,000 IN ANY CALENDAR YEAR;

4.

APPROVAL AND ADOPTION OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY FROM 200,000,000 SHARES TO 1,000,000,000 SHARES.; AND

5.

SUCH OTHER BUSINESS AS MAY ARISE AND THAT MAY PROPERLY BE CONDUCTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE ANNUAL MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED COPIES.

THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON APRIL 21, 2025  AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO RECEIVE NOTICE OF THE ANNUAL MEETING AND TO VOTE THE SHARES OF OUR COMMON STOCK, PAR VALUE $.0001 PER SHARE, THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘FOR’ ALL PROPOSALS ABOVE.

PLEASE NOTE - THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY RETURNING THIS CARD

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374WATER INC.

SHAREHOLDER SERVICES

1 Glenwood Ave Suite 1001

Raleigh NC 27603

FIRST-CLASS MAIL

US POSTAGE

PAID

RALEIGH NC

PERMIT # 870

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