Nauticus Robotic SEC Filings

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.

Nauticus Robotics entered into a private securities purchase agreement to sell Series B Convertible Preferred Stock to an institutional investor. The company designated 50,000 shares of Series B Preferred and completed an initial closing issuing 3,000 shares for an aggregate purchase price of $2,940,000 at a purchase price of $980 per share; each share has a stated value of $1,000 and will be fully paid and non-assessable.

The Series B carries a 10% per annum dividend on an as-if converted basis tied to dividends actually paid on common stock, no voting rights, and conversion features allowing holders to convert at a fixed Conversion Price of $0.9181 (subject to adjustment) or an Alternate Conversion Price upon certain triggering events. The company may redeem all outstanding Series B shares at a 25% redemption premium to specified valuation measures. Full terms are in the Certificate of Designation filed as an exhibit.

Nauticus Robotics (KITT) filed an 8-K announcing a private placement of Series B Convertible Preferred Stock. On 6 Aug 2025 the company signed a Securities Purchase Agreement with a single institutional investor to issue 3,000 Series B shares at $980 each, raising $2.94 million at the initial closing (expected 7 Aug 2025). The investor may purchase up to an additional 5,000 shares, bringing total gross proceeds to $7.84 million.

Key terms of the Series B Preferred:

• Stated value: $1,000; issue price: $980 (2% discount).
• Dividend: 10% p.a., payable in common shares or capitalized; escalates to 18% upon Triggering Events.
• Seniority: Ranks senior to all existing equity, including Series A.
• Conversion price: fixed at $0.9181; holder may elect an Alternate Conversion Price as low as the greater of $0.1836 floor or 98% of the 10-day VWAP, creating a downward-adjustable feature.
• Company must reserve 100% of shares needed for conversion and seek shareholder approval by 3 Nov 2025 for potential issuances below the fixed price.
• Optional company redemption and change-of-control exchange require 25% premiums; Bankruptcy Triggering Events mandate immediate cash redemption on similar terms.

The securities are issued under Section 4(a)(2)/Reg D and are unregistered, restricted shares. No voting rights are attached to the Series B, but extensive covenants limit additional debt, dividends, and senior securities. Exhibit 3.1 provides the Certificate of Designations; Exhibit 10.1 contains the purchase agreement.

Nauticus Robotics, Inc. (KITT) – Form 4 insider filing

Director William Flores reported the grant of 181,525 Restricted Stock Units (RSUs) on 07/25/2025 under the company’s 2022 Omnibus Incentive Plan. Each RSU converts into one share of common stock for no cash consideration, contingent upon continued service. The RSUs will vest on the earlier of 25 Jun 2026 or the date immediately prior to the 2026 annual meeting. Following the award, Flores holds 181,525 derivative securities directly; no common-stock transactions or dispositions were reported. No other changes in ownership structure were disclosed.

The filing signals routine director compensation and modest equity alignment; it does not disclose any purchases or sales in the open market and therefore has limited immediate market impact.