This new Lake Street ATM program directly replaced a prior at-the-market facility. A separate 424B5 filed the same day, June 6, 2025, disclosed that 374Water had an existing Open Market Sale Agreement with Jefferies LLC dated December 21, 2022 for up to $100,000,000 of common stock, under which the company had sold approximately $13.8 million of shares as of June 6, 2025. The company and Jefferies mutually terminated that agreement effective June 6, 2025 (reported as Item 1.02 in the same 8-K), and the June 6, 2025 424B5 relating to the Jefferies agreement was filed specifically to terminate that continuous offering; no further sales were to be made under it.
Lake Street's compensation was set at up to 3.0% of the gross proceeds of any shares sold under the agreement, and Lake Street was deemed an "underwriter" within the meaning of the Securities Act with respect to that compensation, which was characterized as an underwriting commission or discount. The company agreed to indemnify Lake Street for certain liabilities under the Securities Act and Exchange Act. Lake Street was not required to sell any specific number or dollar amount of shares and could use any method permitted by law to effect sales deemed "at the market" under Rule 415(a)(4), including sales directly on Nasdaq. The prospectus supplement states that the validity of the common stock was passed upon by Cleary Gottlieb Steen & Hamilton LLP, San Francisco, California, counsel to the company, while Sullivan & Worcester LLP, New York, New York, served as counsel to Lake Street.
The last reported sale price of 374Water common stock on Nasdaq on June 5, 2025, the day before the agreement and prospectus supplement were dated, was $0.40 per share. The dilution table in the prospectus supplement illustrated a hypothetical sale of the maximum 28,700,000 shares at that $0.40 assumed price, which would have generated approximately $11.5 million in gross proceeds (less than the $15.1 million program cap because of the share-count ceiling) and raised the company's historical net tangible book value per share from $0.08 (as of March 31, 2025) to an as-adjusted $0.13, implying immediate dilution of $0.27 per share to new investors; this was a hypothetical illustration, not an actual pricing. Before the reverse stock split described below, the company had 144,682,963 shares of common stock outstanding as of March 31, 2025.
The company stated it intended to use net proceeds from the Lake Street ATM, after deducting Lake Street's commission and offering expenses, for working capital and general corporate purposes; no debt repayment or acquisition use was disclosed. No minimum offering amount, fixed closing date, or firm pricing was specified, consistent with the continuous, at-will nature of an ATM program; actual proceeds would depend on if and when shares were sold and at what market prices.
Subsequent periodic filings quantify actual usage of this $15.1 million program before it was superseded. According to the Form 10-Q for the quarter ended June 30, 2025, during the six months ended June 30, 2025 the company sold 1,270,706 shares under the 2025 Sales Agreement for gross proceeds of approximately $477,100 (net proceeds of approximately $332,400 after issuance costs of approximately $144,700, including approximately $49,300 in commissions and sale agent fees), leaving approximately $14.6 million available under the program as of June 30, 2025. The Form 10-Q for the quarter ended September 30, 2025 reported that, cumulatively during the nine months ended September 30, 2025, the company had sold 7,804,130 shares for gross proceeds of approximately $2,103,000 and net proceeds of approximately $1,916,000, leaving approximately $13.1 million available. The Form 10-K for the year ended December 31, 2025 disclosed that, over the full life of this agreement (through its termination), the company sold a cumulative 2,279,180 shares (as adjusted for a subsequent 10-for-1 reverse stock split effective December 26, 2025) for gross proceeds of approximately $9,313,000 and net proceeds of approximately $8,909,000 after issuance costs of approximately $404,000. The 10-K further disclosed that on December 23, 2025 the company entered into a new, separate at-the-market sales agreement with Lake Street for up to $50,000,000, which replaced this $15.1 million agreement; sales under the $15.1 million agreement had terminated by that date. No greenshoe or over-allotment option applied, consistent with the continuous-offering structure of an ATM program, and no concurrent share repurchase was disclosed in connection with this offering.
The transaction remains an announced and substantially (though not fully) utilized ATM program that has since been superseded by a new, larger ATM facility; there is no indication in the filings reviewed that this specific $15,100,000 agreement is still active.