Welcome to our dedicated page for Nauticus Robotic SEC filings (Ticker: KITT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nauticus Robotics, Inc. (NASDAQ: KITT) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, and registration-related documents. For a subsea robotics and software company like Nauticus, these filings offer detailed insight into capital structure, preferred stock designations, debt arrangements, and listing compliance actions that are not fully captured in brief news releases.
Recent Form 8-K filings describe material definitive agreements such as Amendment and Exchange Agreements with institutional investors, under which portions of secured convertible term loans and original issue discount senior secured convertible debentures may be exchanged into Series C preferred convertible stock. The filings summarize key terms of the Series C Preferred Stock, including ranking, dividend provisions, conversion mechanics, alternate conversion pricing, triggering events, redemption rights, and covenants that limit additional indebtedness, liens, and certain capital stock issuances.
Other 8-Ks detail an equity purchase facility agreement and related registration rights agreement with an institutional investor, providing for a committed equity line up to a specified amount of common stock over a defined commitment period, subject to Nasdaq exchange caps and stockholder approval. Additional filings reference at-the-market offerings, opinions of counsel, and amendments to the company’s certificate of incorporation, including a 1-for-9 reverse stock split approved by stockholders and implemented to address Nasdaq bid price requirements.
Filings also document Nasdaq listing matters, including deficiency letters regarding minimum market value of listed securities and equity requirements, the company’s hearings before a Nasdaq Hearings Panel, and the imposition of a Panel Monitor. Proxy materials, such as definitive proxy statements and notices of special meetings, explain proposals for stock issuances under Nasdaq Rule 5635, adjournment provisions, and other stockholder approvals tied to financing and capital structure changes.
On Stock Titan, these SEC documents are updated in near real time from EDGAR and are paired with AI-powered summaries that highlight the most important terms, triggers, and structural changes. Users can quickly understand how new preferred stock series, equity facilities, reverse splits, or Nasdaq compliance events may affect KITT common stock, warrants (KITTW), and overall shareholder rights, without reading every page of the underlying filings.
Material Impact Fund II and affiliates have amended their Schedule 13D to report a sizable stake in Nauticus Robotics, Inc. common stock. The group now beneficially owns 11,719,649 shares, representing 25.2% of Nauticus’s common stock, including both shares currently held and securities convertible into shares.
The position consists of common stock, private warrants, term loans that are convertible into common stock, Series A Preferred Stock convertible at a stated conversion price, and accrued dividend shares. One director, Adam Sharkawy, also holds 3,048 shares individually, bringing his total beneficial ownership to 11,722,697 shares, or 25.2% of the class. The filing notes that, aside from the transactions described, the reporting persons have not traded Nauticus securities in the past 60 days.
Nauticus Robotics, Inc. is asking shareholders to approve several major governance and capital structure changes at its May 27, 2026 annual meeting. Proposals include electing two Class I directors, ratifying WithumSmith + Brown as auditor, and authorizing the board to implement one or more reverse stock splits at cumulative ratios between one-for-5 and one-for-250, with fractional shares rounded up.
The company is also seeking to increase authorized common stock from 625,000,000 to 1,500,000,000 shares and to raise the share pool under its 2022 Omnibus Incentive Plan to 6,000,000 shares. As of April 15, 2026, 34,900,303 common shares were outstanding, each with one vote. Significant related-party financing and preferred stock conversions involving ATW-affiliated entities and Material Impact Fund II, L.P. are detailed, alongside board structure, committee memberships, director independence, and director compensation.
Nauticus Robotics, Inc. reported 2025 results showing commercial progress alongside continued losses. Revenue increased to $5.3 million from $1.8 million in 2024, while the company recorded a $40.8 million net loss and ended the year with approximately $7.0 million of cash and cash equivalents. Nauticus completed the acquisition of SeaTrepid, certified ToolKITT on light work‑class ROVs, and conducted its first paid commercial operation on a retrofitted system. Aquanaut remained central with three vehicles (two operational, one under assembly). Shares outstanding were 34,877,145 as of April 14, 2026.
Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following approval by its board and stockholders. The move is intended to increase the share price to meet the Nasdaq Capital Market minimum bid requirement.
Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share. Trading on a split-adjusted basis is expected to begin on April 21, 2026 under the symbol “KITT” with a new CUSIP number. Outstanding options, warrants, and other convertible securities will be proportionately adjusted, and existing registration statements on Forms S-3 and S-8 will be automatically updated under Rule 416(b). The company states that ownership percentages and voting power should remain essentially unchanged aside from rounding.
Nauticus Robotics, Inc. filed its annual report describing a robotics business focused on fully electric autonomous subsea systems, defense solutions and ROV services. The company reported net losses of $40.8 million in 2025 and $134.9 million in 2024 and continued negative operating cash flows.
Nauticus highlighted its Aquanaut autonomous vehicles, ToolKITT software and Olympic Arm manipulator, plus a 2025 asset acquisition of SeaTrepid and a strategic subsea alliance with Leidos. The report details significant use of convertible preferred stock, debentures and senior secured term loans to fund operations and notes a material weakness in internal controls under remediation.
Nauticus Robotics, Inc. is asking shareholders to approve six proposals at its May 27, 2026 Annual Meeting, including election of two Class I directors, ratification of WithumSmith + Brown as auditor, authorization for one or more reverse stock splits at ratios between 1-for-5 and 1-for-250, an increase in authorized Common Stock from 625,000,000 to 1,500,000,000, and an increase in available shares under its 2022 Omnibus Incentive Plan to 6,000,000. The record date for voting is in April 2026, and the proxy materials (including the 2025 Annual Report on Form 10-K) will be mailed on or about April [•], 2026. The Board recommends voting FOR all items.
Nauticus Robotics, Inc. completed an asset acquisition of applied robotic solutions businesses for a total value of $16 million under an Asset Purchase Agreement with several SeaTrepid entities. The package includes $4 million cash at closing, $4 million cash payable on or before September 30, 2025, Earn-Out Shares valued at $5.5 million, and the assumption of $2.5 million of seller liabilities.
An aggregate amount of newly issued common stock, called the Earn-Out Shares, worth $5.5 million may be issued if specified earn-out performance thresholds are met during the period from closing through six months after closing. The amendment filing also updates cross-references so that the acquisition and related direct financial obligation are properly described and incorporated.
Nauticus Robotics, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is reassessing whether its Series A, B and C Convertible Preferred Stock should be classified as equity rather than debt. The company states it expects to file the Form 10-K by April 15, 2026.
Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity. On March 27, 2026, an institutional investor exchanged the full principal of a $2,000,000 original issue discount senior secured convertible debenture issued on February 9, 2026 into 2,023 shares of Series C preferred convertible stock. The transaction was completed under previously disclosed Exchange Agreements and relied on the Section 3(a)(9) exemption from registration under the Securities Act, meaning no new cash was raised and the securities involved cannot be publicly offered or sold in the U.S. without registration or another exemption.
Nauticus Robotics, Inc. reported that its General Counsel and Secretary, John Symington, plans to resign to return to private legal practice. His last day as an officer will be March 27, 2026. Symington has agreed to continue supporting the company as external counsel for at least one month to ensure a transition period.