Nauticus Robotic SEC Filings

Nauticus Robotics entered into Amendment and Exchange Agreements with an institutional investor to swap portions of its existing secured convertible loans and debentures into 3,814 shares of new Series C convertible preferred stock, relying on a registration exemption under Section 3(a)(9). The company also agreed to seek stockholder approval by early 2026 for one or more reverse stock splits up to 250‑for‑1, an increase in authorized common shares from 625,000,000 to 1,500,000,000, and Nasdaq‑compliant approval of all securities issuances tied to these financings.

The Series C Preferred Stock will have a stated value of $1,000 per share, rank senior to common stock on dividends and liquidation, and carry a 10% annual dividend on an as‑converted basis, with the rate rising to up to 18% if certain triggering events occur. Holders can convert at a fixed price of $0.95 per share of common stock or at an alternate price tied to market VWAP with a floor of $0.19, subject to multiple anti‑dilution and adjustment mechanisms. The preferred shares have no regular voting rights but include strict covenants limiting new debt, dividends on junior securities, and additional preferred issuances, along with company and holder redemption and change‑of‑control exchange features.

Nauticus Robotics, Inc. (KITT) director stock purchase reported

A director of Nauticus Robotics reported buying 10,000 shares of common stock on 11/25/2025 at a price of $0.89 per share. Following this transaction, the director beneficially owns 14,501 shares held directly. The filing notes that these holdings reflect a 1-for-36 reverse stock split that occurred on July 18, 2024 and a subsequent 1-for-9 reverse stock split on September 5, 2025, meaning the reported share amounts are adjusted for both corporate actions.

Nauticus Robotics (KITT) filed an administrative update, submitting the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 tied to its previously disclosed at‑the‑market offering. The filing also includes a related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). This update documents legal support for the existing ATM program and does not introduce new financing terms.

Nauticus Robotics (KITT) filed its Q3 2025 10-Q, showing higher revenue but continued losses and tight liquidity. Revenue rose to $1,976,795 from $370,187 a year ago as services ramped under cost‑plus contracts. Operating loss was $5,877,920, and net loss was $6,639,948, compared with net income last year that benefited from non‑cash fair value gains.

Cash increased to $5,492,350 from $1,186,047 at year‑end, aided by a $24,377,196 ATM program and $2,855,000 of Series B Preferred proceeds. Total assets were $42,813,211, including $10,652,389 of goodwill from the SeaTrepid acquisition, while total liabilities were $46,936,197, leaving stockholders’ deficit at $4,122,986.

All notes payable were reclassified to current during the quarter; management intends to refinance or extend these obligations, though no agreements were in place as of September 30, 2025. Common shares outstanding were 6,427,297 as of September 30, 2025; the company later reported 13,710,615 shares outstanding as of November 13, 2025.

Nauticus Robotics (KITT) reported an insider transaction: a director and 10% owner converted a Convertible Senior Secured Term Loan into 2,144,295 shares of common stock at $1.76 per share on October 28, 2025 (code C). Following the conversion, the reporting person beneficially owned 2,150,716 shares, which includes 6,421 Earnout Shares issuable on or before September 9, 2027. The derivative position was reduced to zero after the conversion.

Transocean Ltd. (via Transocean International Limited) reported an insider transaction at Nauticus Robotics (KITT). On 10/28/2025, Transocean International Limited converted debt into equity, acquiring 2,144,295 shares of Nauticus common stock at a conversion price of $1.76 per share under a 2023 senior secured term loan.

Following the conversion, the filing shows 2,150,716 shares beneficially owned indirectly, which includes 6,421 Earnout Shares issuable on or before September 9, 2027 under merger earnout terms. The transaction reflects a non-cash conversion of $3,000,000 in principal together with accrued interest into equity, simplifying the lender’s position to common stock exposure.

Nauticus Robotics, Inc. filed a prospectus supplement for an at‑the‑market offering of up to $92,000,000 of common stock through H.C. Wainwright & Co., acting as sales agent or principal. Sales may be made on Nasdaq under Rule 415(a)(4) with a fixed 3.0% commission.

Since June 30, 2025, the company sold 1,895,204 shares (post‑reverse split basis) for $7.02 million in gross proceeds and $6.74 million net. The shares outstanding and prices in this supplement reflect a 1‑for‑9 reverse stock split effective September 5, 2025. The company intends to use any net proceeds for working capital and general corporate purposes.

At an illustrative price of $1.735 per share (October 29, 2025 close), the program could sell up to 53,025,937 shares, with a pro forma illustrative dilution of $0.48 per share to new investors as shown in the filing’s dilution example. As of October 31, 2025, non‑affiliate market value was approximately $79,324,209, making the company eligible under S‑3 General Instruction I.B.1 and removing the one‑third cap. The filing highlights Nasdaq continued listing risks, including a scheduled Nasdaq Hearings Panel session on December 4, 2025.

Nauticus Robotics, Inc. filed an 8-K to report routine exhibit updates tied to prior capital markets documentation. The company filed an opinion of Norton Rose Fulbright US LLP related to its previously reported at-the-market offering and a consent of Whitley Penn LLP related to its Registration Statement on Form S-3/A.

The exhibits include Exhibit 5.1 (legal opinion), Exhibit 23.1 (consent contained within Exhibit 5.1), Exhibit 23.2 (auditor consent), and Exhibit 104 (cover page Inline XBRL). The filing is administrative in nature and does not announce operational or financial results.

Nauticus Robotics (KITT) announced an equity purchase facility with an institutional investor, giving the company the right, but not the obligation, to sell up to $250.0 million of common stock over a 24‑month period, subject to conditions. Sales occur at the company’s discretion via Advance Notices at prices tied to Market Price, and are limited by Nasdaq’s 19.99% exchange cap unless stockholders approve a higher issuance.

The investor’s beneficial ownership is capped at 9.99% immediately after any issuance. Nauticus will pay a $100,000 commitment fee in cash or shares based on the lowest Daily VWAP over the 10 trading days before the Effective Date. A resale registration must be filed within 30 days and be declared effective by the earlier of the 90th day after filing or the fifth business day after the SEC indicates no review.

The company also temporarily reduced the conversion price on its term loan to $1.76 through November 7, 2025. Additionally, Nauticus disclosed a press release stating it agreed with existing debtholders to convert $3.7M of debt into common equity and entered a letter of intent to exchange certain existing debt into convertible preferred stock.