Nauticus Robotic SEC Filings

Nauticus Robotics agreed on August 6, 2025 to issue 3,000 shares of Series B Convertible Preferred Stock at $980 per share in a private placement to ATW Special Situations II, LLC, for an initial aggregate purchase price of $2,940,000, and closed the initial tranche on August 8, 2025.

The Purchase Agreement allows up to 5,000 additional Series B shares for up to $4,900,000. Each preferred share has a stated value of $1,000 and is convertible into Common Stock. Conversion mechanics include a fixed Conversion Price of $0.9181 (adjusted to $8.2629 after a one-for-nine reverse split) and an Alternate Conversion Floor Price of $0.1836 (adjusted to $1.6524 after the reverse split). Assuming conversion of the 3,000 issued shares, up to 435,682 Common Shares could be issued at $8.2629 (or 1,815,541 at the Floor Price).

The securities contain standard protective features, triggering events that raise the dividend rate up to 18% during defaults, redemption rights on bankruptcy or at company election with a 25% premium, conversion limits (9.99% beneficial ownership cap) and covenants restricting repurchases, dividends and additional indebtedness. Because conversion-price resets could result in issuance below Nasdaq’s Minimum Price and potentially exceed the 20% threshold under Nasdaq Listing Rule 5635(d), the Company seeks stockholder approval of such issuances by no later than November 3, 2025.

William Xavier Kerber III reports beneficial ownership of 1,852,696 shares of Nauticus Robotics common stock, representing 4.4% of the issuer's outstanding shares based on the issuer's recent 10-Q showing 42,267,643 shares outstanding. Mr. Kerber states he has sole voting and dispositive power over these shares and that all shares were acquired with his personal funds without loans.

The filing notes Mr. Kerber ceased to be a beneficial owner of five percent or more as reported in the issuer's recent 10-Q. He reports no transactions in the past 60 days and no contracts, arrangements or understandings with respect to the issuer's securities.

Nauticus Robotics reported service revenue of $2,075,566 for the quarter, up from $501,708 a year earlier, driven by service contracts and the March 20, 2025 acquisition of SeaTrepid. The company recorded an operating loss of $6,371,227 for the quarter and a six-month net loss of $15,021,363, an improvement from a six-month net loss of $68,297,961 the prior year. Cash rose to $2,663,404 and the company generated $19.4 million of financing proceeds in the six months (gross ATM proceeds $20.14M, net $19.44M), while operating activities used $14.01 million of cash in the six months. Total assets increased to $41.88 million, reflecting $10.65 million of goodwill and higher property and equipment from the SeaTrepid acquisition (total purchase price ~$14.35M including earnout). Total liabilities were $47.56 million, leaving a stockholders' deficit of $(5.68) million. Management discloses potential need for additional liquidity but notes investor support to continue as a going concern for at least one year.

Nauticus Robotics amended a prior report to correct Inline XBRL cover-page tagging and to add a reference to Exhibit 104. The company entered into a Securities Purchase Agreement with an institutional investor and designated 50,000 shares of Series B Convertible Preferred Stock, issuing 3,000 shares in the initial closing for proceeds of $2.94 million. Each Series B share has a stated value of $1,000, was sold at $980 per share at the initial closing, and is convertible into common stock at a fixed Conversion Price of $0.9181. Holders accrue a 10% per annum dividend on an as-if-converted basis, have no voting rights, and the company may redeem all outstanding Series B shares at a 25% redemption premium to specified conversion-based measures.