Nauticus Robotics (KITT) reports rising losses, cash strain and going concern risk
Nauticus Robotics, Inc. reported sharply weaker results for the three and six months ended June 30, 2026. Service revenue was $885,947 for the quarter and $1,045,521 year-to-date, down from $2,075,566 and $2,240,822 in the prior-year periods, while total costs and expenses remained much higher than revenue.
The company recorded an operating loss of $6,008,392 for the quarter and $11,692,410 for six months, and a net loss of $11,115,971 and $20,382,052, respectively. Interest expense, losses on extinguishment of debt, and fair value changes on the November 2024 Debentures and other derivatives added significantly to total other expense of $5,107,579 for the quarter. Basic and diluted loss per share was $2.11 for the quarter and $4.51 year-to-date.
Cash, cash equivalents and restricted cash declined to $1,977,049 at June 30, 2026 from $7,616,952 at year-end, with net cash used in operating activities of $14,125,329 in six months. Total assets were $35,929,509 against total liabilities of $30,747,743, including $21,609,287 of notes payable and new derivative liabilities. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next twelve months, despite ongoing ATM equity sales and convertible debenture and term loan exchanges into preferred and common equity.
Positive
- None.
Negative
- Going concern risk: management states there is substantial doubt about the company’s ability to continue as a going concern for at least twelve months due to recurring losses and liquidity needs.
- Revenue decline: service revenue fell to $885,947 from $2,075,566 for the quarter and to $1,045,521 from $2,240,822 year-to-date, indicating significant top-line pressure.
- Higher net loss: quarterly net loss widened to $11.1 million and six‑month net loss to $20.4 million, driven by operating losses and sizable losses on debt extinguishment and fair value changes.
- Cash burn and low cash: net cash used in operating activities was $14.1 million in six months, leaving only $1.98 million of cash, cash equivalents and restricted cash at June 30, 2026.
- Leverage and complex financing: notes payable total $21.6 million, including Senior Secured Convertible Term Loans and November 2024 Debentures measured at fair value, adding interest burden and dilution risk.
- Covenant and classification concerns: SBA and AmeriState loans tied to the SeaTrepid acquisition are treated as current due to covenant issues and intent to repay, increasing near-term liability pressure.
- Customer concentration: one customer represented 61% of quarterly revenue and 72% of year-to-date revenue; two customers accounted for 86% of accounts receivable, exposing the company to concentration risk.
Filing Explained
New shares were issued, while the $250 million equity facility remains optional capacity rather than a completed financing.
The Form 10-Q is an unaudited quarterly report; this filing records completed second-quarter ATM sales and debt/preferred conversions, with new shares increasing the common-share count and reducing existing holders’ percentage ownership absent offsetting changes.
During the quarter, the company sold
The separate EPFA is described as a
The company completed a 1-for-8 reverse stock split on
At June 30,
Key Figures
Q2 2026 Revenue: $885,947
Q2 2026 Net Loss: $11,115,971
Six-month Net Loss 2026: $20,382,052
+5 more
8 metrics
Q2 2026 Revenue
$885,947
Service revenue for the three months ended June 30, 2026
Q2 2026 Net Loss
$11,115,971
Net loss for the three months ended June 30, 2026
Six-month Net Loss 2026
$20,382,052
Net loss for the six months ended June 30, 2026
Operating Cash Outflow
$14,125,329
Net cash used in operating activities for six months ended June 30, 2026
Cash and Restricted Cash
$1,977,049
Cash, cash equivalents and restricted cash at June 30, 2026
Total Notes Payable
$21,609,287
Notes payable balance at June 30, 2026
Shares Outstanding
6,871,706
Common shares issued and outstanding at June 30, 2026 after reverse splits
ATM Net Proceeds
$4,063,929
Net cash raised from ATM offerings during six months ended June 30, 2026
Key Terms
going concern, Senior Secured Convertible Term Loan, reverse stock split, Earnout Shares, +2 more
6 terms
going concern financial
"the Company believes that this creates substantial doubt about the Company's ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Senior Secured Convertible Term Loan financial
"Senior Secured Convertible Term Loan - current, net of discount (related party)"
reverse stock split financial
"the Company effected a 1-for-9 reverse stock split of the shares of the Company's common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Earnout Shares financial
"Earnout Shares that may be issued to former holders of Nauticus Robotics Holdings, Inc.’s common stock"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
equity purchase facility agreement financial
"entered into an equity purchase facility agreement (the “EPFA”) with a certain institutional investor"
fair value option financial
"has elected to measure its 2% Original Issue Discount Senior Secured Convertible Debentures at fair value under the fair value option"
An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.
Earnings Snapshot
Revenue (three months): $885,947
three and six months ended June 30, 2026
Revenue (three months)
$885,947
decreased from $2,075,566 in the prior-year quarter
Revenue (six months)
$1,045,521
decreased from $2,240,822 in the prior-year period
Net loss (three months)
$11,115,971
worsened from $7,454,176 in the prior-year quarter
Net loss (six months)
$20,382,052
worsened from $15,021,363 in the prior-year period
Operating cash flow (six months)
$(14,125,329)
slightly higher outflow than $(14,005,580) in the prior-year period
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FAQ
How did Nauticus Robotics (KITT) perform financially in Q2 2026?
Nauticus Robotics reported a Q2 2026 net loss of $11.1 million on service revenue of $885,947. Operating loss was $6.0 million, with additional losses from debt extinguishments, interest, and fair value changes increasing total other expense.
What is the liquidity position of Nauticus Robotics (KITT) as of June 30, 2026?
As of June 30, 2026, Nauticus Robotics held $1.98 million in cash, cash equivalents and restricted cash. Net cash used in operating activities was $14.1 million for six months, and management indicates the company will require additional liquidity over the next year.
Does Nauticus Robotics (KITT) face going concern risks?
Yes. Management states there is substantial doubt about Nauticus Robotics’ ability to continue as a going concern for at least twelve months, citing recurring losses, insufficient revenues, and the need for additional capital to fund operations.
How much debt does Nauticus Robotics (KITT) carry and what are the key instruments?
Total notes payable were $21.6 million at June 30, 2026, including Senior Secured Convertible Term Loans of $16.36 million and November 2024 Debentures with a principal amount of $2.49 million, plus SBA, AmeriState, and insurance financing loans.
What were Nauticus Robotics (KITT) revenues for the six months ended June 30, 2026?
For the six months ended June 30, 2026, Nauticus Robotics generated $1,045,521 in total revenue, all from services. This compares with $2,240,822 in the prior-year period, reflecting reduced contract activity with key customers.
How many Nauticus Robotics (KITT) shares were outstanding after the reverse stock splits?
After 1‑for‑9 and 1‑for‑8 reverse stock splits, Nauticus Robotics had 6,871,706 common shares outstanding at June 30, 2026, and 7,471,960 shares outstanding as of August 12, 2026, reflecting equity issuances and conversions.
What is the impact of customer concentration on Nauticus Robotics (KITT)?
Customer concentration is high: in the six months ended June 30, 2026, 72% of revenue came from one customer. At June 30, two customers represented 86% of accounts receivable, so losing a major customer could materially affect results.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2026
or
For the transition period from __________ to __________
Commission File Number: 001-40611
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
The | ||||||||||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x
As of August 12, 2026, the registrant had 7,471,960 shares of common stock outstanding.
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements | ii | |||||||
Part I — Financial Information | ||||||||
Item 1. | Financial Statements | 1 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 | ||||||
Item 4. | Controls and Procedures | 40 | ||||||
Part II — Other Information | ||||||||
Item 1. | Legal Proceedings | 42 | ||||||
Item 1A. | Risk Factors | 42 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43 | ||||||
Item 3. | Defaults upon Senior Securities | 43 | ||||||
Item 4. | Mine Safety Disclosures | 43 | ||||||
Item 5. | Other Information | 43 | ||||||
Item 6. | Exhibits | 43 | ||||||
Signatures | 46 | |||||||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements appear in a number of places in this Form 10-Q including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date such statements are made. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and other sections in the Annual Report on Form 10-K filed by us on April 15, 2026, our quarterly report and periodic reports, and in our prospectus or any prospectus supplement which are on file with the Securities and Exchange Commission.
These and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions, or expectations.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
ii
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NAUTICUS ROBOTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 (Unaudited) | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Total Assets | |||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Operating lease liabilities - current | |||||||||||
| Notes payable - current | |||||||||||
| November 2024 Debentures - current, fair value option (related party) | |||||||||||
| Senior Secured Convertible Term Loan - current, net of discount (related party) | |||||||||||
| Senior Secured Convertible Term Loan - current, net of discount | |||||||||||
| Other liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Warrant liabilities | |||||||||||
| Operating lease liabilities - long-term | |||||||||||
| Derivative liability | |||||||||||
| Total Liabilities | $ | $ | |||||||||
| Stockholders’ Equity: | |||||||||||
Series A Convertible Preferred Stock $ | |||||||||||
Series B Convertible Preferred Stock $ | |||||||||||
Series C Convertible Preferred Stock $ | |||||||||||
1
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
* Reflects the 1-for-8 effected April 21, 2026.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
NAUTICUS ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Service | $ | $ | $ | $ | |||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of items shown separately below) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other (income) expense, net: | |||||||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| Foreign currency transaction loss | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Change in fair value of derivative | ( | ||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ( | ( | ||||||||||||||||||||
| Change in fair value of November 2024 Debentures | ( | ( | |||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Total other expense, net | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted loss per share* | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted weighted average shares outstanding* | |||||||||||||||||||||||
* Reflects the 1-for-9 reverse split effected September 5, 2025 and the 1-for-8 effected April 21, 2026.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
NAUTICUS ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock* | Additional Paid-in Capital * | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (As adjusted, see Note 15) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred Stock to Common Stock | ( | - | - | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Term Loan notes to Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Term Loan notes to Series C Preferred Stock | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred Stock to Common Stock | - | - | ( | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred Stock to Common Stock | - | - | - | - | ( | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| ELOC Commitment Fee settlement in Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At the Market (ATM) share offering | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | - | - | - | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | - | - | - | - | - | - | - | - | - | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split round up | - | - | - | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
4
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Term Loan notes to Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred Stock to Common Stock | ( | ( | - | - | - | - | ( | - | - | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| At the Market (ATM) share offering | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnout shares liability | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of November 2024 Debentures to Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of November 2024 Debentures to Series C Preferred Stock | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Term Loan notes to Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Term Loan notes to Series C Preferred Stock | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred Stock to Common Stock | - | - | ( | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred Stock to Common Stock | - | - | - | - | ( | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| ELOC Commitment Fee Settlement in Common Stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At the Market (ATM) share offering | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for settlement of Seatrepid Earnout | - | - | - | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | - | - | - | - | - | - | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | - | - | - | - | - | - | - | - | - | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
5
| Reverse stock split round up | - | - | - | - | - | $ | - | ( | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | $ | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
* Reflects the 1-for-9 reverse split effected September 5, 2025 and the 1-for-8 effected April 21, 2026.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NAUTICUS ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Accretion of debt discount | |||||||||||
| Amortization of debt issuance cost | |||||||||||
| Capitalized paid-in-kind (PIK) interest | |||||||||||
| Accretion of exit fee, net of amount settled on conversion | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liabilities | ( | ( | |||||||||
| Change in fair value of November 2024 Debentures | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Change in fair value of derivative | |||||||||||
| Non-cash lease expense | |||||||||||
| Loss on disposal of assets | |||||||||||
| Change in operating assets and liabilities | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | |||||||||||
| Other assets | ( | ||||||||||
| Accounts payable, accrued and other liabilities | ( | ||||||||||
| Contract liabilities | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisition of business, net of cash acquired | ( | ||||||||||
| Proceeds from sale of property and equipment | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from At the Market (ATM) offering, net | |||||||||||
| Proceeds from November 2024 Debentures | |||||||||||
| Repayment on AmeriState Loan | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Fair value of conversion of Term Loan notes and interest to Common Stock | $ | $ | |||||||||
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| Series C Preferred Stock issued in exchange for November 2024 Debentures | $ | $ | |||||||||
| Series C Preferred Stock issued in exchange for Convertible Senior Secured Term Loan Notes | $ | $ | |||||||||
| Conversion of November 2024 Debentures to Common Stock | $ | $ | |||||||||
| Conversion of Series B Preferred Stock to Common Stock | $ | $ | |||||||||
| Conversion of Series C Preferred Stock to Common Stock | $ | $ | |||||||||
| Preferred stock dividend | $ | $ | |||||||||
| ELOC Commitment Fee settlement in Common Stock | $ | $ | |||||||||
| Earnout shares for acquisition | $ | $ | |||||||||
| Debt assumed in acquisition | $ | $ | |||||||||
| Accrued purchase price | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Table of Contents
NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Description of the Business
Nauticus Robotics, Inc. (the "Company", "our", "us" or "we") is a technology-driven Company specializing in the development of advanced fully electric autonomous robotic solutions for subsea applications. Our portfolio includes autonomous underwater vehicles (AUVs), electric robotic manipulators, an open robotic operating system, and related consulting and prototype services with a strong alignment to offshore energy and national security interests. Our technology solutions enable autonomous operations for both the commercial and defense sectors.
The Company’s addressable markets include upstream, midstream, and downstream oil and gas, defense, offshore renewables, seafloor telecommunications, aquaculture, port security, oceanographic research, and subsea mining. Currently, our primary focus is on oil and gas operations and defense applications.
Liquidity and Going Concern— The Company has incurred recurring losses each year since its inception and currently does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company continues to develop its principal products and conduct research and development activities. The Company currently funds its operations with cash on hand, availability under the November 2024 Debentures (see Note 8 - Notes Payable) and the offer and sale of additional shares of Common Stock under the At The Market Offering Agreement (see Note 24 - Subsequent Events). The Company will require additional liquidity to continue its operations over the next twelve months. While a current investor has expressed an intention to provide financial support, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company's ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt about the Company's ability to continue as a going concern for a period of at least twelve months from the date these consolidated financial statements were issued. The accompanying Condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Reverse Stock Split - On September 5, 2025, the Company effected a 1-for-9 reverse stock split of the shares of the Company's common stock, par value $0.0001 per share. No fractional shares were issued in connection with the reverse stock split, but were instead rounded up to the nearest whole share. The Board of Directors of the Company approved the Certificate of Amendment to meet the share bid price requirements of the NASDAQ Capital Market. The Company’s stockholders authorized the reverse stock split and the Certificate of Amendment at a special meeting held on June 25, 2025.
On April 21, 2026, the Company effected a 1-for-8 reverse stock split of the shares of the Company's common stock, par value $0.0001 per share. No fractional shares were issued in connection with the reverse stock split, but were instead rounded up to the nearest whole share. The Board of Directors of the Company approved the Certificate of Amendment to meet the share bid price requirements of the NASDAQ Capital Market. The Company’s stockholders authorized the reverse stock split and the Certificate of Amendment at a special meeting held on January 28, 2026.
All common shares and per common share information in these condensed consolidated financial statements have been retroactively adjusted to reflect the 1-for-9 and the 1-for-8 reverse stock splits. All options, warrants and other convertible securities of the Company outstanding immediately prior to the splits have been adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
Each stockholder’s percentage ownership interest in the Company and proportional voting power remain virtually unchanged by the split, except for minor changes and adjustments that resulted from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s Common Stock were substantially unaffected.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. Summary of Significant Accounting Policies
Basis of Presentation - The accompanying Condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in preparation of these consolidated financial statements.
Use of Estimates – The preparation of Condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) valuation allowances for deferred income tax assets, (iii) valuation of stock-based compensation awards, (iv) the valuation of conversion options, warrants and earnouts, (v) fair value of the November 2024 Debentures, (vi) the fair value of the SeaTrepid acquisition and (vii) fair value of Preferred Stock. Actual results could differ from those estimates.
Cash and Cash Equivalents – The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000. Historically, the Company has not experienced any losses in such accounts.
Restricted Cash – The Company had restricted cash of $604,291 and $600,342 , held by a bank on our behalf as of June 30, 2026 and December 31, 2025, respectively, relating to a custom bond guarantee.
Accounts Receivable, Unbilled Revenues, and Allowance for Credit Losses - With the adoption of the Accounting Standards Update ("ASU") 2016-13 Financial Instruments - Credit Losses (Topic 326), accounts receivable and contract assets are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each consolidated balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable and contract assets are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.
The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.
Property and Equipment – Property and equipment is recorded at cost and depreciated using the straight-line method. Expenditures which extend the useful lives of existing property and equipment are capitalized. Those costs which do not extend the useful lives are expensed as incurred. Upon disposition, the cost and accumulated depreciation are removed and any gain or loss on the disposal is reflected in the condensed consolidated statements of operations.
Goodwill – Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to Accounting Standards Codification ("ASC") Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.
Intangible Assets - Intangible assets consist primarily of trade-names/trademarks, intellectual property and non-compete agreements acquired through the SeaTrepid acquisition. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 3 to 15 years.
Impairment of Long-Lived Assets - The Company reviews long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In this assessment, future pre-tax cash flows (undiscounted) resulting from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the difference between its carrying value and estimated fair value. For the six months ended June 30, 2026 and 2025 no
Segment Reporting - In November of 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . Operating segments refer to components of a company that engage in activities for which separate financial information is available and reviewed regularly by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and assessing performance. The CODM reviews the consolidated balance sheets and consolidated statements of operations quarterly and reviews as a single reportable segment. The CODM is the Company's Chief Executive Officer. The Company manages its operations as a single segment because each revenue stream possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance .
Revenue – Our primary sources of revenue are from providing technology, engineering services and products to the offshore industry and governmental entities. Revenue is generated pursuant to contractual arrangements to design and develop subsea robots and software and to provide related engineering, technical, and other services according to the specifications of the customers. These contracts can be service sales (cost plus fixed fee or firm fixed price) or product sales. The Company had no
A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. For all contracts, we assess if there are multiple promises that should be accounted for as separate performance obligations or combined into a single performance obligation. Our service arrangements generally represent a single performance obligation.
Our performance obligations under service agreements generally are satisfied over a short period of time as the service is provided. Revenue under these contracts is recognized using an input method based on costs incurred relative to total estimated costs. This requires management to make estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. Changes in estimates are recognized in the period in which they become known. Where the estimated total costs to complete a contract exceed the expected consideration to be received, the full amount of the anticipated loss is recorded in the period the loss becomes evident.
Leases – The Company’s lease arrangements are operating leases which are capitalized on the consolidated balance sheets as right-of-use (“ROU”) assets and obligations. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. These are recognized at the lease commencement date based on the present value of payments over the lease term. If leases do not provide for an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term as the lease payments. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less ("short-term leases") are not recorded on the consolidated balance sheets; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.
Stock-Based Compensation – The Company accounts for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
grant and is recognized over the requisite service period. The Company’s policy is to issue new shares upon the exercise or conversion of options and recognize option forfeitures as they occur.
Income Taxes – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax asset (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized.
Fair Value Measurements - The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 22, “Fair Value Measurements.”
Common Stock Warrants – We account for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. This assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or requirements for equity classification, including whether the warrants are indexed to the Company’s Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
We have determined that the private warrants sold in a private placement (the “Private Warrants”) and warrants sold to the public (the “Public Warrants”) should be accounted for as liabilities. The Private Warrants and Public Warrants were initially recorded at their estimated fair value on the issuance. They are then revalued at each reporting date thereafter, with changes in the fair value reported in the consolidated statements of operations. Derivative warrant liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model (a Level 3 measurement). The Public Warrants are valued using their publicly-traded price at each measurement date (a Level 1 measurement).
Fair Value Election for November 2024 Debentures - The Company has elected to measure its 2 % Original Issue Discount Senior Secured Convertible Debentures (the "November 2024 Debentures") at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option. This election was made to provide greater transparency and to more accurately reflect the economic value of the November 2024 Debentures in the Company's condensed consolidated financial statements.
Under the fair value option, the November 2024 Debentures are recorded at their estimated fair value at each reporting date, with changes in fair value recognized in earnings within "Other (income) expense" in the Condensed Consolidated
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Statements of Operations. The fair value of the November 2024 Debentures are determined using a Monte Carlo simulation model that uses inputs such as the Company’s stock price (KITT), stock price volatility, risk-free interest rate and conversion terms.
The fair value option eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. Instead, all economic impacts of the November 2024 Debentures—including interest, conversion features, and market fluctuations—are captured in the fair value measurement.
The Company believes that the fair value measurement provides a more relevant representation of the liability’s impact on financial position and performance, as it reflects the November 2024 Debentures current economic value and reduces potential measurement inconsistencies.
Earnout Shares – Earnout Shares that may be issued to former holders of Nauticus Robotics Holdings, Inc.’s common stock are held in escrow and will only be issued upon the occurrence of specified Triggering Events within 5 years of September 9, 2022. As of the reporting date, the Earnout Shares have not been issued and therefore are not considered issued or outstanding shares of common stock. The Company evaluated the earnout arrangement under ASC 815 – Derivatives and Hedging and concluded that, upon issuance, the Earnout Shares would qualify for equity classification. Accordingly, the Earnout Shares will be recognized in stockholders’ equity at fair value on the issuance date and will not be subsequently remeasured.
Earnings (Loss) per Share – Basic earnings per share is computed by dividing income attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of Common Stock that could have been outstanding assuming the exercise of stock options and warrants (determined using the treasury stock method) and conversion of convertible debt. The Earnout Shares, which are subject to forfeiture if the achievement of certain stock price thresholds is not met, are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating loss per share. The Company’s Convertible Preferred Stock is considered a non-participating security as it does not have the right to participate in dividends with common stockholders beyond its stated dividend or share in undistributed earnings. Accordingly, the Company does not apply the two-class method in computing earnings (loss) per share. Dividends on preferred stock are recorded as a reduction to net income (loss) attributable to common stockholders in the calculation of basic earnings (loss) per share.
Major Customer and Concentration of Credit Risk – We have a limited number of customers. During the three months ended June 30, 2026, sales to one customer accounted for 61 % of total revenue. During the six months ended June 30, 2026, sales to one customer accounted for 72 % of total revenue. As of June 30, 2026, amounts due from two customers accounted for 86 % of accounts receivable, net, made up of 76 % due from Customer A and 10 % due from Customer B. During the three months ended June 30, 2025 sales to three customers accounted for 87 % of total revenue. Sales to Customers C, D and E accounted for 42 %, 27 % and 18 % of total revenue, respectively. During the six months ended June 30, 2025, sales to three customers accounted for 86 % of total revenue. Sales to Customers C, D and E accounted for 44 %, 25 % and 17 % of total revenue, respectively. As of December 31, 2025, amounts due from two customers accounted for 97 % of accounts receivable, net, made up 76 % due from Customer F and 20 % due from Customer G. Loss of these customers could have a material adverse impact on the Company.
Reclassifications – Consolidated financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. For the three and six months ended June 30, 2025, we reclassified $50,000 and $100,000 respectively, of franchise tax expense from other expense to general and administrative expense in the consolidated statements of operations to conform to the current year presentation. For the year ended December 31, 2025 we reclassified $331,607 of accrued insurance from accrued liabilities to notes payable in the consolidated balance sheets to conform to current year presentation. The reclassifications did not affect net loss or cash flows as presented, and there were no other reclassifications that materially impacted the consolidated financial statements.
Distinguishing Liabilities from Equity – The Company evaluates financial instruments, including preferred stock, convertible debt, equity line of credit, and warrants to determine whether they should be classified as liabilities or equity in accordance with ASC 480 and ASC 815. For warrants, the Company assesses whether the instrument is indexed to its own
13
Accounting for Business Combinations – The Company accounts for acquisitions in accordance with ASC 805, using the acquisition method. Under this method, the consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Any excess of the purchase price over the fair value of net identifiable assets acquired is recorded as goodwill. Identifiable intangible assets, are recognized separately from goodwill if they meet the separability criteria and are amortized over the estimated useful lives. Provisional amounts are adjusted during the measurement period as new information becomes available about facts and circumstances that existed as of the acquisition date.
Accounting Standards issued but not adopted as of June 30, 2026 – In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, an update that improves income statement expense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning after December 15, 2026 and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses, but otherwise will not materially impact our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants (Topic 832), which establishes guidance on the recognition, measurement, presentation and disclosure of government grants received by business entities. The Company does not currently receive government grants within the scope of this guidance. The Company is evaluating the potential impact of the adoption of this standard on its consolidated financial statements and if arrangements in the future meet the definition of a government grant, such arrangements would be evaluated under this provision.
All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our consolidated financial statements.
3. Revenue
The following table presents the components of our revenue:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Cost plus fixed fee | $ | $ | $ | $ | ||||||||||||||||
| Firm fixed-price | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
Our performance obligations under service agreements are generally satisfied over time as the service is provided and, therefore, all revenue above has been recognized over time.
Contract Balances – As of June 30, 2026, accounts receivable, net totaled $841,071 . There were no 0
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows to the amounts shown in the condensed consolidated balance sheets:
| June 30, 2026 | June 30, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
5. Prepaid Expenses
Prepaid expenses consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Prepaid material purchases | $ | $ | |||||||||
| Prepaid insurance | |||||||||||
| Other prepayments | |||||||||||
| Total prepaid expenses | $ | $ | |||||||||
6. Property and Equipment
Property and equipment consisted of the following:
| Useful Life (years) | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Land | $ | $ | |||||||||||||||
| Leasehold improvements | |||||||||||||||||
| Property & equipment | |||||||||||||||||
| Technology hardware equipment | |||||||||||||||||
| Total | |||||||||||||||||
| Less accumulated depreciation | ( | ( | |||||||||||||||
| Construction in progress | |||||||||||||||||
| Total property and equipment, net | $ | $ | |||||||||||||||
Depreciation expense for the three and six months ended June 30, 2026 and June 30, 2025 was $653,519 and $1,229,410 and $574,563 and $1,054,939 , respectively. During the six months ended June 30, 2026, $4,649,643 of construction in progress was reallocated to property and equipment.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. Accrued Liabilities
Accrued liabilities consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accrued compensation | $ | $ | |||||||||
| Accrued severance | |||||||||||
| Accrued professional fees | |||||||||||
| Accrued sales and property taxes | |||||||||||
| Accrued royalties | |||||||||||
| Accrued audit fees | |||||||||||
| Accrued settlement | |||||||||||
| Other accrued expenses | |||||||||||
| Accrued interest | |||||||||||
| Accrued purchase liability | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
On March 20, 2025, the Company completed the acquisition of SeaTrepid International LLC (“SeaTrepid”), an expert in providing subsea robotic services to customers throughout the world, for total consideration of $14,209,810 . On May 11, 2026, the Company entered into Amendment No. 2 to the Asset Purchase Agreement, which revised the payment terms for the remaining deferred purchase considerations and established the post-closing working capital adjustment at zero. As part of the agreement, $1,500,000 were paid down on the owed balance on May 15, 2026. The Company accounted the amended arrangement as a debt extinguishment under ASC 470. Accordingly, during the quarter ended June 30, 2026, the Company derecognized the accrued purchase price liability and recognized the new accrued purchase price liability at fair value and recognized a loss of extinguishment for $201,681 . As of June 30, 2026, the outstanding accrued purchase liability was $1,724,199 .
8. Notes Payable
Notes payable consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| November 2024 Debentures - (fair value) | $ | $ | |||||||||
| Senior Secured Convertible Term Loan | |||||||||||
| SBA loan | |||||||||||
| AmeriState loan | |||||||||||
| Insurance Financing | |||||||||||
| Total | |||||||||||
| Less: debt discount, net | ( | ( | |||||||||
| Less: capitalized debt issuance costs, net | ( | ( | |||||||||
| 2023 Term Loan Agreement exit fee provision | |||||||||||
| Total notes payable | $ | $ | |||||||||
| November 2024 Debentures (principal amount) | $ | ||||||||||
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
November 2024 Debentures
The November 2024 Debentures provide for, among other items: (a) an interest rate of the Prime Rate published in the Wall Street Journal plus 2 % per annum, payable quarterly and added to the principal amount of the November 2024 Debentures, and/or in cash, at the Company’s option; (b) conversion by the holder into shares of the Company’s Common Stock at any time (subject to limitations on conversion described therein); (c) a conversion price of $88.56 (subject to adjustment as provided therein) with shares of the Company’s Common Stock issuable on conversion determined by dividing 120 % of the applicable “conversion amount” (as defined in the November 2024 Debentures) by the conversion price; (d) an alternate conversion price at the lower of (1) $88.56 (subject to adjustment as provided therein) and (2) the greater of a floor price of $17.71 (subject to adjustment as provided therein) and 98 % of the lowest VWAP of the Company’s shares of Common Stock during the applicable 10 -trading day period (subject to payment in cash if the applicable VWAP calculation is less than the floor price); (e) a maturity date of September 9, 2026, and (f) an option by the holder to extend the maturity date by an additional year. The Company has elected to add the interest payable to the principal amount of the November 2024 Debentures.
In addition, the exercise price of the November 2024 Debentures is subject to customary anti-dilution adjustments, and, in the case of a subsequent equity sale at a per share price below the exercise price, the exercise price will be adjusted to such lower price.
On February 9, 2026, March 10, 2026 and May 12, 2026, the Company issued Senior Secured Convertible Debentures Due 2026 to ATW Special Situations II LLC ("ATW II"), in aggregate principal amounts of $1,960,000 , $1,000,000 and $1,525,000 , respectively, pursuant to the Securities Purchase Agreement dated November 4, 2024.
During the six months ended June 30, 2026, November 2024 Debentures with a principal value of $100,000 and fair value of $283,790 , were converted into 27,932 shares of Common Stock. During the six months ended June 30, 2026, November 2024 Debentures with a principal value of $2,000,000 and fair value of $2,729,994 , were exchanged into 2,023 shares of Series C Preferred Stock. The fair value of the Series C Preferred Stock was $3,659,502 and a loss on extinguishment of debt of $929,508 was reported in the condensed consolidated statements of operations for the six months ended June 30, 2026.
The fair value of the November 2024 Debentures at June 30, 2026 and December 31, 2025 was estimated at $2,729,000 and $163,672 , respectively, using Monte Carlo simulations with the following assumptions at June 30, 2026: stock price of $1.23 , a risk free rate of 4.0 % implied volatility of 145 % and a remaining term of 0.19 years and assumptions at December 31, 2025: stock price of $6.16 , a risk free rate of 3.55 % implied volatility of 154 % and a remaining term of 0.69 years. A gain of $94,728 and a loss of $1,094,112 on change in fair value was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2026, respectively. The principal amount of the November 2024 Debentures at June 30, 2026 and December 31, 2025 was $2,485,000 and $100,000 , respectively.
Senior Secured Convertible Term Loan
The Company entered into senior secured convertible term loan agreements in September 2023 and January 2024 (the "2023 Term Loan Agreement" and "2024 Term Loan Agreement" and collectively, the "Term Loan Agreements") that provide aggregate financing of approximately $30.6 million (the "2023 Term Loans" and the "2024 Term Loans" and collectively the "Senior Secured Convertible Term Loan"). The 2023 Term Loan bears interest at 12.5 % per annum and includes a 2.5 % exit fee and an original issue discount. The 2024 Term Loan bears interest at 15 % per annum, with an option for the Company to elect to capitalize and add to the principal amount of the 2024 Term Loan, accrued but unpaid
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
interest as of the Interest Payment Date (as defined therein), up to (x) 100 % for the six (6) months after the Closing Date (as defined therein) and (y) thereafter, 50 %. The Company opted to capitalize interest payable.
The Senior Secured Convertible Term Loans mature on various dates, generally tied to the third anniversary of the respective Term Loan Agreements, with the exception of a $1.0 million extended maturity loan with a 30 -year term.
The Senior Secured Convertible Term Loans are convertible into shares of the Company’s common stock at the lenders’ option, subject to anti-dilution adjustments.
On May 11, 2026, the Company entered into a Second Amendment to the 2023 Term Loan Agreement, with each lender thereto, pursuant to which the conversion price was reduced from $15,552 to $2.20 , for the period from May 11, 2026 to May 21, 2026. Thereafter the conversion price reverted to $15,552 . During this period, a lender converted its 2023 Term Loan notes with a principal amount of $500,000 into 227,273 shares of Common Stock. On June 1, 2026, the Company entered into a Third Amendment to the 2023 Term Loan Agreement, with each lender thereto, pursuant to which the conversion price was reduced from $15,552 to $1.80 for the period from June 1, 2026 to June 15, 2026. Thereafter the conversion price reverted to $15,552 . During this period, a lender converted its 2023 Term Loan notes with a principal amount of $1,000,000 into 555,556 shares of Common Stock.
The Company evaluated these transactions under ASC 470-50, Debt Modifications and Extinguishments, and concluded they qualified as an extinguishment of debt through the issuance of equity securities. The fair values of the May 11, 2026 and June 1, 2026 conversions were estimated as $532,991 and $1,075,150 , respectively, and a loss on extinguishment of debt of $108,141
On June 26, 2026, the Company entered into an Exchange Agreement pursuant to which a lender converted a total of $4,000,000 2023 Term Loan notes, with principal and interest amounts of $2,146,701 and $1,853,299 , respectively, into 4,800 shares of Series C Convertible Preferred Stock with a total stated value of $4,800,000 . The fair value of the Series C Preferred Stock was $8,320,000 and a loss on extinguishment of debt of $4,320,000 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.
The principal amounts outstanding on the Senior Secured Convertible Term Loans as of June 30, 2026 to related parties ATW II, ATW III and MIF was $9,274,089 , $1,245,695 and $4,490,377 , respectively. The principal amount outstanding on the Senior Secured Convertible Term Loans as of December 31, 2025 to related parties ATW II, ATW III and MIF was $2,687,981 , $7,197,668 , and $4,399,060 , respectively.
Term Loan Note Conversions
During the six months ended June 30, 2025, ATW I and ATW II converted Senior Secured Convertible Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 25,075 shares of Common Stock.
Interest accrues on each note in accordance with its applicable interest rate, which is recorded as interest expense. Interest expense also includes the following relating to the Senior Secured Convertible Term Loans:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Debt discount amortization | $ | $ | $ | $ | ||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||
| Provision for exit fee | ( | ( | ||||||||||||||||||
| Capitalized paid-in-kind (PIK) interest | ||||||||||||||||||||
For the three and six months ended June 30, 2026, interest expense, including amortization of debt discount and issuance costs, exit fee provision and PIK interest, attributable to ATW II, ATW III and MIF on the Senior Secured Convertible
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Term Loans was $235,318 , $27,812 and $118,796 and $465,519 , $54,812 and $235,275 respectively. For the three and six months ended June 30, 2025, interest expense attributable to ATW I, ATW II, ATW III and MIF was $51,944 , $139,161 , $25,794 and $114,762 and $103,317 , $276,793 , $75,876 and $277,386 , respectively.
Small Business Association Loan (SBA)
In 2020, SeaTrepid entered into a term loan with the US Small Business Administration ("SBA") for principal amount of $485,300 , with an annual interest rate of 3.75 %, and a maturity date of June 19, 2050. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan, with an outstanding principal of $485,325 as of June 30, 2026, is now an obligation of the Company. The loan is secured by collateral which includes all tangible and intangible property of SeaTrepid. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement. As of June 30, 2026, the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2026, the outstanding loan balance has been classified as a current liability.
AmeriState Loan
In 2017, SeaTrepid entered into a term loan with AmeriState Bank for a principal amount of $2,335,000 with an annual interest rate of prime plus 2.5 %, and a maturity date of May 4, 2036. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan with an outstanding principal of $1,757,571 as of June 30, 2026 is now an obligation of the Company. The loan is secured by collateral which includes all assets of SeaTrepid. The loan agreement includes customary affirmative and negative covenants, including financial covenants that require SeaTrepid to maintain a maximum Debt-to-Net Worth Ratio of 9.0 to 1.0 and a minimum Debt Service Coverage Ratio of 1.0 to 1.0, measured annually. The agreement also restricts the Company’s ability to incur additional indebtedness, pay dividends, compensate officers and owners, invest in fixed asset purchases, and dispose of collateral without the consent of the bank. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement and as such constitutes a non compliance with the financial covenants related to the debt-to-net worth ratio and debt service coverage ratio. As of June 30, 2026 the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2026, the outstanding loan balance has been classified as a current liability.
Insurance Financing
The Company finances certain insurance premiums through premium finance agreements with third-party lenders. The agreements are generally collateralized by the underlying insurance policies and require monthly installment payments over terms of twelve months or less.
At June 30, 2026, the outstanding balance under the agreements was $297,355 , with interest rates ranging from 7.15 % to 7.69 %. The agreements mature at various dates through the fourth quarter of 2026.
9. Leases
The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. For leases in which the Company is the lessee and do not have a readily determinable implicit rate, an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In March 2024, the Company extended the lease on its current office and manufacturing facility for an additional 3 years. The incremental borrowing rate on this lease of 8 % was used to determine the present value of lease payments and establish the right-of-use asset and lease liability at lease inception for this lease.
In July 2023, the Company entered into an operating lease for office space in Scotland. The lease had a term of 5 years with two options to extend. The Company’s secured borrowing rate of 15 % was used to determine the present value of the lease payments and establish the right-of-use asset and lease liability at lease inception for this lease. During the fourth quarter of 2025 management agreed early termination of the lease with the landlord.
The Company’s other operating leases include leases for certain office equipment.
The following table presents the Company’s lease costs which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Fixed lease expense | $ | $ | $ | $ | ||||||||||||||||
| Variable lease expense | ||||||||||||||||||||
| Total operating lease expense | ||||||||||||||||||||
| Short-term lease expense | ||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||||||
Cash paid for operating leases was $206,658 and $244,361 for the six months ended June 30, 2026, and 2025, respectively.
The following table presents the balance and classifications of the Company’s right-of-use assets and lease liabilities included in the unaudited condensed consolidated balance sheets:
| June 30, 2026 | December 31, 2025 | |||||||
| Operating lease right-of-use assets, net | $ | $ | ||||||
| Current portion of operating lease liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
For operating lease assets and liabilities, the weighted average remaining lease term was 0.9 years and 1.4 years as of June 30, 2026, and December 31, 2025, respectively. The weighted average discount rate used in the valuation over the remaining lease terms was 8.1
The following table presents the Company’s maturities of lease liabilities as of June 30, 2026:
| 2026 (excluding the 6 months ended June 30, 2026) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total lease payments | |||||
| Total present value discount | ( | ||||
| Operating lease liabilities | $ | ||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. Commitments and Contingencies
Litigation – From time to time, we may be subject to litigation and other claims in the normal course of business. While the Company records accruals for certain matters as appropriate, it does not believe that any currently pending or threatened matters, individually or in the aggregate, are material to its consolidated financial statements.
11. Goodwill
The Company recognized goodwill as a result of the acquisition of SeaTrepid on March 20, 2025. The goodwill represents the excess of the purchase price over the fair value of net assets acquired and is attributable to expected synergies and the assembled workforce. The goodwill is not deductible for tax purposes.
As of June 30, 2026 and December 31, 2025, goodwill totaled $9,600,745
12. Intangible Assets
Intangible assets consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Tradename- Trademark | |||||||||||||||||||||||
| Intellectual property | |||||||||||||||||||||||
| Non-Competes | |||||||||||||||||||||||
| Total intangible assets | |||||||||||||||||||||||
Amortization expense for the three and six months ended June 30, 2026 were $48,900 and $97,799 , respectively.
The following table presents the Company's estimated future amortization expense:
| Years ending December 31, | Amount | ||||
| 2026 (excluding the 6 months ended June 30, 2026) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
13. Income Taxes
Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. No
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
14. Preferred Stock
Rights and Preferences of the Series A, B and C Preferred Stock
The Series A, B and C Preferred Stock of the Company, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company, unless the Required Holders (as defined in the applicable Certificate of Designations) consent to the creation of other capital stock of the Company that is senior or equal in rank to the specific series of Preferred Stock. For the avoidance of doubt, the Series A, B and C Preferred Stock ranks in parity with each other.
The holders of Series B and C Preferred Stock will be entitled to a 10 5 % per annum dividends. The dividends are payable to each record holder of the Preferred Stock in shares of Common Stock so long as there has been no Equity Conditions Failure (as defined in the applicable Certificate of Designations), and the Company may, at its option, under certain circumstances, capitalize the dividend by increasing the stated value of each Preferred Shares or elect a combination of the capitalized dividend and a payment in dividend shares.
Management has elected to capitalize dividends on each dividend date, which is the first Trading Day of the quarter after to which the dividend relates. During the three months ended June 30, 2026, dividends relating to the Series A, B and C Preferred Stock of $72,857 , $59,779 and $67,377 , respectively, were capitalized. During the six months ended June 30, 2026, dividends relating to the Series A, B and C Preferred Stock of $144,814 , $140,993 and $87,377 , respectively, were capitalized. The stated value of the Series A and B Preferred Stock increased to $1,064.08 and $1,066.68 , respectively. The stated value of the Series C Preferred Stock was $1,020.08 for stock held by ATW I and $1,000 for stock held by a non related party investor. At June 30, 2026, dividends payable of $73,767 , $53,680 and $65,026 relating to Series A, B and C Preferred Stock, respectively, were reported under other creditors in the Condensed Consolidated Balance Sheets. At December 31, 2025, dividends payable of $71,958 , $71,399 and $16,753 relating to Series A, B and C Preferred Stock, respectively, were reported under other liabilities in the Condensed Consolidated Balance Sheets.
Series A Convertible Preferred Stock - A total of 5,546 shares of Series A Convertible Preferred Stock were outstanding as of June 30, 2026 of which 5,342 and 204 were held by related parties MIF and SLS Family Irrevocable Trust ("SLS"), respectively.
During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Stock into 213,426 and 38,844 shares of Common Stock, respectively.
Series B Convertible Preferred Stock - A total of 2,013 shares of Series B Convertible Preferred Stock were outstanding at June 30, 2026, held by related party ATW II.
During the three and six months ended June 30, 2026, 250 and 800 shares of Series B Preferred Stock were converted into 67,436 and 214,217 shares of Common Stock, respectively.
Series C Convertible Preferred Stock - A total of 7,193 shares of Series C Convertible Preferred Stock were outstanding at June 30, 2026, of which 2,393 were held by related party ATW I.
On June 28, 2026, the Company entered into an Exchange Agreement pursuant to which a lender exchanged a total of $4,000,000 2023 Term Loan notes, with principal and interest amounts of $2,146,701 and $1,853,299 , respectively, for 4,800 shares of Series C Convertible Preferred Stock with a stated value of $4,800,000 . The fair value of the Series C Preferred Stock was $8,320,000 and a loss on extinguishment of debt of $4,320,000 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.
During the six months ended June 30, 2026, November 2024 Debentures with a principal value of $2,000,000 and fair value of $2,729,994 , were exchanged into 2,023 shares of Series C Preferred Stock. The fair value of the Series C Preferred
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Stock was $3,659,502 and a loss on extinguishment of debt of $929,508 was reported in the condensed consolidated statements of operations for the six months ended June 30, 2026.
During the three and six months ended June 30, 2026, 1,384 and 1,784 shares of Series C Preferred Stock were converted into 967,330 and 1,034,650 shares of Common Stock, respectively.
Series D Convertible Preferred Stock
On February 6, 2026, the Company entered into a Securities Purchase Agreement and a registration rights agreement with Master Investment Group ("Investor"), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30 % of the aggregate purchase price (the “Preferred Offering”). The Preferred Offering also relates to the offering of the shares of the Common Stock issuable upon the conversion of or otherwise pursuant to the terms of the Series D Preferred Stock (“Conversion Shares”) and the shares of the Common Stock issuable upon the exercise of the Warrants.
Pursuant to the Purchase Agreement, the Company agreed to issue the Initial Preferred Shares for an aggregate purchase price of $3,000,000 in two closings, in each case following the demonstration that Investor has made expenditures agreed by, and on behalf of, the Company in an aggregate amount equal to the applicable milestone aggregate investment amount specified in the Purchase Agreement. At each such milestone closing, the Company will issue to Investor a number of shares of Series D Preferred Stock equal to the applicable milestone aggregate investment amount invested by Investor, at a price of $1,000 per share. The Company and Investor agree that the proceeds of the Preferred Offering will be deployed exclusively as UAE related working capital to fund and support, directly or indirectly, the establishment and operation of the Company’s business in the United Arab Emirates.
In addition, for a period of up to 3 years from the date of the Purchase Agreement (or such later date as mutually agreed to by the Company and Investor), by written notice from the Company to Investor and subject to other terms and conditions set forth in the Purchase Agreement, the Company may require the Investor to participate in one or more additional milestone closings and issue additional shares of Series D Preferred Stock to Investor up to an aggregate maximum purchase price of $47,000,000 in one or more tranches, and additional Warrants exercisable for an amount of shares of Common Stock with an aggregate initial value equal to 30 % of the value of the Series D Preferred Stock to be issued at each such additional closings, subject to mutually agreed milestones, assignments, and definitive documentation, and in each case, consent of certain existing holders of securities of the Company.
The Purchase Agreement further provides for a two-year lock-up period, during which Investor shall not, without the prior written consent of the Company and certain existing holders of securities of the Company, sell, transfer, pledge or otherwise dispose of any shares of Common Stock upon conversion of the Series D Preferred Stock, nor enter into any swap or other arrangement that transfers the economic consequence of ownership of such shares.
Pursuant to the Registration Rights Agreement, the Company agreed that in the event that the Company files a registration statement with the Securities and Exchange Commission, registering the offer and sale of any shares of its Common Shares under the Securities Act, the Investor shall have the option to require the Company to include registration under the Securities Act of 1933, as amended (the “Securities Act”), of the resale by Investor of shares of Common Stock issuable upon conversion of the Series D Preferred Stock and upon the exercise of the Warrants.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties.
As of June 30, 2026 no Series D Preferred Shares have been issued as no services have been provided or exchanges made under the agreement as of the date of the issuance of these financial statements.
On July 6, 2026, the Company designated 50,000 shares of the Company’s authorized and unissued preferred stock as Series D Preferred Stock and established the rights, preferences and privileges of the Series D Preferred Stock pursuant to the Certificate of Designations of Series D Preferred Stock (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware (see Note 24 - "Subsequent Events").
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Warrants
The Warrants, when issued pursuant to the Purchase Agreement, are immediately exercisable upon issuance and will expire on the fifth anniversary of the original issuance date. The Warrants have an initial exercise price equal to $8.90 , subject to certain adjustments as described in the Warrant.
A Warrant holder will not have the right to exercise any portion of the Warrants to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 4.99 % (the “Maximum Percentage”) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion.
Corrections to Certificates of Designations
On April 15, 2026, the Company filed with the Secretary of State of the State of Delaware, amendments to the Certificates of Designations of Rights and Preferences, respectively, of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, and the Series C Convertible Preferred Stock, to correct an error in each such instrument.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
15. Common Stock
In October 2025, the Company filed a prospectus supplement to its shelf registration statement on Form S-3 (File No. 333-284675), initially filed with the SEC on February 3, 2025 registering the sale of up to $92 million of its common stock pursuant to its ATM offering program. During the three and six months ended June 30, 2026, we issued and sold 690,860 and 1,055,124 shares, for gross proceeds of $1,779,788 and $4,244,104 and net proceeds of $1,720,785 and $4,063,929 after deducting commissions and offering expenses totaling $59,003 and $180,175 , respectively. At June 30, 2026, $81,792,369 remains available for issuance under the Company's ATM program pursuant to the prospectus supplement filed on October 31, 2025 under a registration statement on Form S-3. During the six months ended June 30, 2025, the Company conducted ATM offerings to offer and sell shares of its common stock for an aggregate offering price of up to $20,189,798 . Under this offering we issued and sold 104,012 shares for gross proceeds of $20,141,905 and net proceeds of $19,438,121 after deducting commissions and offering expenses totaling $703,784 .
During the three and six months ended June 30, 2026, 250 and 800 Series B Convertible Preferred Stock and 1,384 and 1,784 Series C Convertible Preferred Stock were converted into 67,436 and 214,217 and 967,330 and 1,034,650 shares of Common Stock, respectively.
During the six months ended June 30, 2026, November 2024 Debentures with a principal value of $100,000 and fair value of $283,790 , were converted into 27,932 shares of Common Stock. During the three and six months ended June 30, 2026, Senior Secured Term Loan notes with principal amount of $1,500,000 were converted into 782,829 shares of Common Stock.
During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Shares into 213,426 and 38,844 shares of Common Stock, respectively. During the six months ended June 30, 2025, ATW I and ATW II converted Term Loan notes with principal amount of $2,551,855 318,718 25,075
CleanTech Merger Earnout Shares
Following the closing of the Merger between CleanTech, Merger Sub and Nauticus Robotics Holdings on September 9, 2022, former holders of shares of Nauticus Robotics Holdings’ Common Stock (including shares received as a result of the Nauticus Preferred Stock Conversion and the Nauticus Convertible Notes Conversion) are entitled to receive their pro rata share of up to 2,894 Earnout Shares which are held in escrow. The Earnout Shares will be released from escrow upon the occurrence of the following (each a “triggering event”):
i.one-half of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $38,880 per share over any 20 trading days within a 30 -day trading period;
ii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $45,360 per share over any 20 trading days within a 30 -day trading period; and
iii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $51,840 per share over any 20 trading days within a 30 -day trading period.
As of June 30, 2026, the earn out targets have not been achieved and the Earnout Shares remain in escrow.
SeaTrepid Acquisition Earnout Shares
The acquisition of SeaTrepid on March 20, 2025 included a contingent consideration arrangement in which the Company agreed to issue shares of its common stock to the sellers of SeaTrepid, subject to the achievement of $4 million of business revenue for the year ended December 31, 2025. As of December 31, 2025, the earnout target was achieved and 83,944 shares of Common Stock were issued to the sellers of SeaTrepid in March 2026.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
16. Warrants
Public Warrants – As of June 30, 2026 there were 11,779,167 Public Warrants outstanding. For every 2,592 Public Warrants, the holder is entitled to purchase one share of Common Stock at a price of $11.50 , subject to adjustment. The Public Warrants expire on September 9, 2027, or earlier upon redemption or liquidation. Our Public Warrants are listed on Nasdaq under the symbol “KITTW”.
The Public Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2026 and December 31, 2025 at $105 and $1,612 , respectively, based on their publicly-traded price.
For the three months ended June 30, 2026 and 2025, the Company reported a gain and loss in value of Public Warrants of $1,664 and $11,465 , respectively. For the six months ended June 30, 2026 and 2025, the Company reported a gain and loss in value of the Public Warrants of $1,507 and $22,698 , respectively. The change in fair value of the Public Warrants was reported within other (income) expense in our condensed consolidated statements of operations.
Private Warrants – As of June 30, 2026 there were 4,020,833 Private Warrants outstanding, which are not publicly traded. For every 2,592 Private Warrants, the holder is entitled to purchase one share of Common Stock at an exercise price of $11.50 .
The Private Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2026 and December 31, 2025 at $51 and $589 , respectively. The fair value of the Private Warrants at June 30, 2026 was estimated using a Black-Scholes option pricing model using the following assumptions: stock price of $1.23 , no assumed dividends, a risk-free rate of 4.0 %, implied volatility of 284.6 %, and a remaining term of 1.19 years. The gain in fair value of the Private Warrants during the three months ended June 30, 2026 and 2025 was $596 and $1,179 , respectively. The gain and loss in fair value of the Private Warrants during the six months ended June 30, 2026 and 2025 was $538 and $3,798 , respectively. The change in fair value of the Private Warrants was reported with other (income) expense in our consolidated statements of operations.
SPA Warrants – As of June 30, 2026, there were 1,480 SPA warrants outstanding. Each whole SPA Warrant is exercisable for one share of Common Stock.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
17. Equity Purchase Facility Agreement and Derivative Liability
On October 24, 2025, the Company entered into an equity purchase facility agreement (the “EPFA”) and a registration rights agreement (the “Registration Rights Agreement”) with a certain institutional investor (“Investor”), pursuant to which the Investor has committed to purchase up to $250 million of the Company’s common stock, par value $0.0001 per share.
Upon the terms and subject to the satisfaction of the conditions set forth in the EPFA, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $250 million (the “Commitment Amount”) in shares of Common Stock. Such sales of Common Stock by the Company, if any, are subject to certain limitations set forth in the EPFA, and may occur from time to time, at the Company’s sole discretion, over a period of up to 24 months, commencing on the date of the EPFA (such period, the “Commitment Period”).
During the Commitment Period, the Company may from time to time, by written notice delivered by the Company to the Investor (each, an “Advance Notice”), direct the Investor to purchase a number of shares of Common Stock up to the Maximum Advance Amount (as defined therein) as set forth in the Advance Notice, subject to limitations and adjustments as set forth in the EPFA. The prices at which such shares will be sold will be based on the applicable Market Price (as defined therein). Unless earlier terminated as provided under the EPFA, the term of the facility provided under the EPFA expires on the earlier to occur of (i) the first day of the next month following the 24-month anniversary of the first trading date after the date of the EPFA (the “Effective Date”), (ii) the date on which the Investor shall have made payment of Advances (as defined therein) pursuant to the EPFA for shares of Common Stock equal to the Commitment Amount and all shares of Common Stock purchased pursuant to the EPFA have been delivered, and (iii) the date on which the Company announces or publicly discloses a material restatement of its consolidated financial statements for two or more fiscal quarters (the “Lapsed Registration Termination”).
Under the EPFA, the Company will control the timing and amount of sales of Common Stock to the Investor, if any. The Investor has no right to require the Company to sell any shares of Common Stock to the Investor, but the Investor is obligated to make purchases as the Company directs, subject to certain conditions set forth in the EPFA. Actual sales of shares of Common Stock to the Investor, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, trading volume, the trading prices for the Common Stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
Consistent with the applicable Nasdaq listing rules, the aggregate number of shares of Common Stock that the Company may issue to the Investor under the EPFA may not exceed 19.99 % of the shares of Common Stock issued and outstanding as of the execution date of the EPFA (the “Exchange Cap”), unless the Company first obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules.
Pursuant to the EPFA, the Company is required to provide each stockholder entitled to vote at a meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days following the date of the EPFA, a proxy statement in a form reasonably acceptable to the Investor and its counsel, at the expense of the Company to solicit each of the Company’s stockholders’ affirmative vote at the Stockholder Meeting for approval of the proposal to authorize the issuance of all shares of Common Stock issuable thereunder in compliance with the rules and regulations of Nasdaq, and the Company is required to use its reasonable best efforts to solicit its stockholders’ approval of such proposal and to cause the board of directors of the Company to recommend to the stockholders that they approve such proposal. A special meeting of stockholders was held on January 28, 2026 and the issuance of shares of Common Stock pursuant to the EPFA was approved.
In connection with the EPFA, on October 24, 2025, the Company also entered into the Registration Rights Agreement with the Investor with respect to the resale of the shares of Common Stock issuable under the EPFA Agreement and the Commitment Shares. The Company filed the Resale Registration Statement on May 13, 2026.
The Company evaluated the EPFA under ASC 815, Derivatives and Hedging, and concluded that the EPFA meets the definition of a derivative instrument. The Company further determined that the EPFA does not qualify for the scope exception for contracts indexed to and settled in the Company’s own stock under ASC 815-40 due to certain provisions that adjust the number of shares deliverable based on trading volume and other factors that are not inputs to the fair value of a fixed-for-fixed equity instrument. Accordingly, the EPFA is accounted for as a freestanding derivative instrument and is measured at fair value at each reporting date, with changes in fair value recognized in earnings.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of December 31, 2025, the Company determined that the fair value of the derivative associated with the EPFA was de minimis due to the low likelihood of utilization, the absence of any outstanding advances, and the Company’s discretion over whether to access the EPFA. As of June 30, 2026, the Company recorded a derivative liability of $251,000 related to the EPFA. The fair value of the derivative liability was estimated using Monte Carlo simulations and estimates as to the likelihood of the Company utilizing the EPFA and the following assumptions at June 30, 2026: stock price $1.23 , implied volatility of 153.0 % and a risk free rate of 4.0 %.
The Company recognized a gain of $264,827 for the three months and loss of $251,000 on derivative for the six months ended June 30, 2026 related to the change in fair value of the derivative liability, which is included in the condensed consolidated statements of operations within other (expense) income, net.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
18. Stock-Based Compensation
19. Employee Benefit Plan
20. Related Party Transactions
ATW I, ATW II, ATW III, MIF and SLS are considered related parties as they can significantly influence the management of the Company, and we require their consent on all material transactions. Further, MIF is considered a related party as Adam Sharkawy is a member of the Board of Directors of the Company and the founder and managing partner of MIF.
SPA Warrants – The SPA Warrants are held by related parties ATW I, MIF and SLS (see Note 16 – Warrants).
November 2024 Debentures - The November 2024 debentures are held by ATW II (see Note 8 - Notes Payable).
Senior Secured Convertible Term Loan - The Senior Secured Convertible Term Loan includes amounts outstanding to related parties, ATW II, ATW III and MIF (see Note 8 - Notes Payable).
Series A, B and C Convertible Preferred Stock - The Series A, B and C Convertible Preferred Stock is held by related parties ATW I, ATW II, MIF and SLS (see Note 14 - Preferred Stock).
Flexible Consulting, LLC - On December 1, 2023, the Board appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company. Victoria Hay is the co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, with which the Company has engaged with since January 2023 to provide it with accounting and finance services relating to its quarterly reporting and mergers/acquisition activity. On July 25, 2025, the Board appointed Jimena Begaries, also a Flexible Consulting LLC employee, as the Interim Chief Financial Officer succeeding Victoria Hay. Flexible Consulting, LLC is considered to be a related party from December 1, 2023. The total value of services provided by Flexible Consulting, LLC to the Company for the three and six months ended June 30, 2026 and 2025 was $253,016 and $533,016 and $319,726 and $652,721 , respectively. Accounts payable included $80,000 and $45,000 due to Flexible Consulting, LLC at June 30, 2026 and December 31, 2025, respectively.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
21. Loss Per Share
Following is the computation of loss per basic and diluted share:
| Three months ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Preferred stock dividend | ( | ( | |||||||||||||||||||||
| Net loss attributable to Common Stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Anti-dilutive securities excluded from shares outstanding: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted and performance stock units | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Earnout shares | |||||||||||||||||||||||
| SeaTrepid earnout shares | |||||||||||||||||||||||
| Convertible debt | |||||||||||||||||||||||
| Series A, B and C Convertible Preferred Stock | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Basic loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.
In computing the loss attributable to common shareholders, the Company deducts dividends on its preferred stock in accordance with ASC 260, Earnings Per Share. For the three and six months ended June 30, 2026, total preferred dividends of $214,298 and $405,548 were deducted from net loss, consisting of $21,825 and $213,075 of dividends that were capitalized and added to the stated value of the preferred stock in accordance with the Certificates of Designation; and $192,473 of dividends that were accrued but unpaid as of June 30, 2026.
Total preferred dividends increased the loss attributable to common shareholders for purposes of calculating basic and diluted earnings per share.
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
22. Fair Value Measurements
The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:
| Level 1 – | Observable inputs such as quoted prices in active markets for identical assets or liabilities. | |||||||
| Level 2 – | Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. | |||||||
| Level 3 – | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. | |||||||
The estimated fair values of accounts receivable, contract assets, accounts payable and accrued expenses approximate their carrying amounts due to the relatively short maturity or time to maturity of these instruments. Notes payable with related parties may not be arm's-length transactions and therefore may not reflect fair value.
The Company elected to measure the November 2024 Debentures at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments - Fair Value Option. The fair value of the November 2024 Debentures are measured at each reporting date in accordance with ASC 820-10, Fair Value Measurement, using a Monte Carlo simulation model. This model incorporates Level 3 inputs, including, current stock price, stock price volatility (historical and implied), risk free interest rate (U.S. Treasury rates), and expected term to maturity. The fair value measurement is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. At June 30, 2026, the following assumptions were used in order to estimate the fair value of the November 2024 Debentures: stock price of $1.23 , a risk free rate of 4.0 % implied volatility of 145 % and a remaining term of 0.19 years.
The fair value of the Public, Private and SPA Warrants are measured at each reporting date in accordance with ASC 820-10. The Public Warrants were valued based on their publicly-traded price. The Private and SPA Warrants are considered Level 3 measurements as they involve significant unobservable inputs.
The fair value of notes payable acquired approximated their carrying values at the acquisition date as the Company plans to pay off the notes in the short-term. The fair values of working capital items, including cash, accounts receivable, accounts payable, and accrued expenses, approximated their carrying values at the acquisition date due to their short-term nature. These items are not presented in the table below.
The Company measures the derivative liability associated with the EPFA at fair value on a recurring basis. The fair value of the derivative liability is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The fair value of the derivative liability was estimated using a Monte Carlo simulation model. This model incorporates Level 3 inputs, including, current stock price, stock price volatility (historical and implied), risk free interest rate (U.S. Treasury rates), and the expected utilization of the EPFA during its term. The fair value measurement is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. The following assumptions were used in order to estimate the fair value of the EPFA at June 30, 2026: stock price $1.23 , implied volatility of 153.0 % and a risk free rate of 4.0 %.
The fair values of the 2,023 and 4,800 Series C Preferred Stock was measured on the exchange dates of March 27, 2026 and June 28, 2026, respectively, in accordance with ASC 820-10, Fair Value Measurement, using a Monte Carlo simulation model. This model incorporates Level 3 inputs, including, current stock price, stock price volatility (historical and implied), risk free interest rate (U.S. Treasury rates), and expected term to maturity. The fair value measurement is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. The following assumptions were used in order to estimate the fair value of the Series C Preferred Stock at March 27, 2026: stock price of $4.24 , risk free rate of 3.77 %, implied volatility of 152 %, and remaining term of 1.01 years. The following assumptions were used in order to
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
estimate the fair value of the Series C Preferred Stock at June 28, 2026: stock price of $1.15 , risk free rate of 3.9 %, implied volatility of 75 % and remaining term of 0.76 years.
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial liabilities that are required to be measured at fair value on a recurring and non-recurring basis and the related activity for periods presented:
| Fair Value as of June 30, 2026 | Fair Value as of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Carrying Value | Level 1 | Level 2 | Level 3 | Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| November 2024 Debentures | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Derivative liability | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Public Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Private Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| SPA Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total warrant liability | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Non-recurring fair value instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock at March 27, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock at June 28, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities categorized within Level 3:
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| November 2024 Debentures | Warrant Liability | Derivative Liability | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | ||||||||
| Change in fair value of November 2024 Debentures | - | - | |||||||||
| Change in fair value of warrant liabilities | - | ( | - | ||||||||
| Balance June 30, 2025 | $ | $ | $ | ||||||||
| Balance, December 31, 2025 | $ | $ | $ | ||||||||
| Issuance of November 2024 Debentures | - | - | |||||||||
| Fair value conversion of November 2024 Debentures to Common Stock | ( | - | - | ||||||||
| Exchange of November 2024 Debentures to Series C Preferred Stock | ( | - | - | ||||||||
| Change in fair value of November 2024 Debentures | - | - | |||||||||
| Change in fair value of warrant liabilities | - | ( | - | ||||||||
| Change in fair value of derivative liability | - | - | |||||||||
| Balance, June 30, 2026 | $ | $ | $ | ||||||||
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NAUTICUS ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
23. Segment Information
The Company operates as a single operating and reportable segment. The Company's Chief Operating Decision Maker ("CODM"), the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operational decisions, allocating resources, and evaluating financial performance.
Substantially all of the Company's revenues are derived from customers located in the United States, and substantially all long-lived assets are located in the United States.
24. Subsequent Events
ATM offering
From July 1, 2026 to August 12, 2026 the Company has conducted ATM offerings to offer and sell shares of the Company's Common Stock. Under this offering we issued and sold 31,852 shares, for gross proceeds of $36,101 and net proceeds of $34,422 after deducting commissions and offering expenses totaling $1,679 .
Series D Preferred Stock
On July 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series D Convertible Preferred Stock (the “Certificate of Designation”), establishing a new series of preferred stock designated as the Company's Series D Convertible Preferred Stock, consisting of up to 50,000 shares.
November 2024 Debenture
On July 20, 2026, the Company issued November 2024 Debentures to an institutional investor in aggregate principal amount of $1,500,000.00 which are convertible into 197,369 shares of common stock of the Company calculated at a conversion price of $7.60 pursuant to the Securities Purchase Agreement dated as of November 4, 2024.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Overview
Nauticus Robotics, Inc. (the “Company,” “our,” “us” or “we”) is a developer of ocean robots, software and intelligent services that transform operations in offshore energy, environmental monitoring, and defense. Our principal corporate offices are located in Webster, Texas. Our portfolio includes fully autonomous underwater vehicles ("AUVs"), remotely operated vehicles (“ROVs”), electric robotic manipulators, and the Nauticus ToolKITT™ software platform. We believe our technology solutions position us at the forefront of the global shift of ocean services vehicles toward autonomy.
Our flagship autonomous vehicle, Aquanaut®, provides advantages over conventionally tethered ROVs and traditional AUVs. Leveraging advanced thruster configurations, a streamlined hull, payload capacity, and integrated electric manipulation, Aquanaut® performs complex subsea tasks with efficiency, precision, and minimal surface support. Nauticus ToolKITT™—our intelligent control and autonomy software—extends this capability across platforms, enabling robots to sense, decide, and act autonomously. Nauticus ToolKITT™ has already been deployed on third-party ROVs and is gaining traction as a transformative solution for inspection, maintenance, and intervention services. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut® . Its patented electric actuators replace traditional hydraulic systems. A next-generation manipulator is also under development to address known use cases requiring a less complex solution. We believe these technologies, coupled with the integration of the SeaTrepid acquisition in March 2025, position Nauticus at the forefront of the industry’s shift toward autonomy.
Recent Developments
We continued into the second quarter of 2026 with significant momentum, strengthened by both strategic execution and market penetration:
•Operational Deployments – During the quarter, our ROV fleet completed multiple projects and continued preparations for upcoming projects. One ROV completed multiple projects off the United States' East Coast and Gulf Coast. Our second ROV completed preparations for work and was deployed in the Gulf of America and already completed one project in the region. Aquanaut Vehicle 1 remained in Florida, where it advanced client-driven workflow testing related to vertical inspection capabilities, including autonomous mooring-line behaviors and obstacle avoidance. Aquanaut Vehicle 2 also remained in Florida and continued preparation activities in advance of offshore deployment.
•Industry Recognition – Development of the next-generation manipulator continued during the quarter. The initial design of the fit-for-purpose electric manipulator was completed in the first quarter of 2026, and the team completed the first prototype build. Interest in the manipulator has continued to support broader discussions around the Aquanaut® platform as a differentiating technology. Recent engagement has been driven primarily by defense sector stakeholders evaluating the potential integration of the Aquanaut® vehicle with an electric manipulation system.
•Integration Progress – SeaTrepid integration is delivering tangible results. The combined ROV and Aquanaut® fleet is enabling us to engage with a broader customer base, increase utilization, and expand into new geographies.
•Customer and pipeline updates – Market response to our expanded service offerings remains overwhelmingly positive. Oil‑and‑gas and environmental‑agency customers are requesting operational windows within our Gulf Coast schedule. Customers continue to approach us for additional commercial work and also to sponsor additional testing and development to further expand our value proposition. Pipeline for our Nauticus ToolKITT™ software offerings is beginning to materialize.
Market Environment and Outlook
We anticipate the offshore energy market remains stable, with vessel and subsea asset utilization in the Gulf of America continuing healthy levels although below recent peaks. While customers in the North American offshore wind sector
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experienced temporary delays in capital expenditures due to policy shifts, we believe recent easing of restrictions has renewed select opportunities, and we are actively mobilizing for new wind-farm projects.
We anticipate adoption of autonomous subsea robotics is accelerating, driven by customer priorities around safety, efficiency, and data quality. We believe energy operators are increasingly leading this innovation push, creating tailwinds for advanced solutions like Aquanaut® and Nauticus ToolKITT™.
We anticipate defense sector engagement is also gaining momentum, with increased activity at the prime contractor level. During the second quarter, we commenced work with a leading defense contractor, further validating our technology and capabilities in this market. While awards typically flow first to larger companies, we believe we are strategically positioned through partnerships, to participate in current and future contract opportunities.
Overall, our near-term pipeline is stronger than ever, supported by active contracts, prospective projects in multiple basins, and international interest in our autonomous services.
Operational Performance and Product Advancement
Service revenue in the quarter was mainly fueled by SeaTrepid’s ROV operations. Cross‑selling momentum continues: SeaTrepid’s longstanding customers are expressing interest in our autonomous solutions, while Nauticus’ existing customers are contracting ROV services for both oil‑and‑gas and environmental projects. The integration of the SeaTrepid fleet and workforce has enabled higher utilization and broadened our geographic reach.
Aquanaut® achieved several milestones during the quarter. Vehicle 1 has completed over 500 hours of in-water testing on client driven workflows. The system has performed over 200 successful vertical inspection behaviors on mooring lines. These tests are small in scale, but relate directly to offshore operations, and have prepared the vehicle behaviors for offshore testing. Data from these tests are guiding software and engineering improvements and expanding our technical lead in untethered operations.
Nauticus ToolKITT™ commercialization remains on track. The software was exercised extensively during deepwater tests in 2025, and in testing at our location in Florida in Q4 2025 and H1 2026, where we trained new autonomous behaviors to expand scope and improve reliability, repeatability, and usability. We continue to advance the software developed for Nauticus' ROVs and will continue to demonstrate the value of autonomy on traditional ROVs through the deployment of Nauticus ToolKITT™ on our own ROV fleet. This is advancing commercial discussions with existing and new clients to deploy Nauticus ToolKITT™ for a wider range of missions and on customer ROVs.
Following the closing of our Joint Manufacturing and Sales Agreement with Forum Energy Technology in Q4 of 2025, we continue to mature the Olympic Arm™ program as we jointly move towards a commercial product targeting the entire ROV market. This includes continued testing at our Houston facility as well as preparations for broader testing by Forum Energy Technologies.
We anticipate the smaller, observation work-class ROV and AUV markets' demand for a next-generation compact, fully electric manipulator remains strong, and we intend to capitalize on that demand as development of the next-generation manipulator proceeds.
Conclusion
The first half of 2026 set a strong technical and strategic foundation for the year. Customer demand remains robust across the oil and gas, wind, and environmental sectors, and we believe our services pipeline is healthy. The Company believes that its current workforce, technology capabilities and expanding customer relationships position it to compete in the growing subsea autonomy market; however, there can be no assurance that the Company will achieve its strategic objectives or generate long-term value for the stockholders.
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Results of Operations
Three and six months ended June 30, 2026, compared to three and six months ended June 30, 2025
The following table sets forth summarized condensed consolidated financial information:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service | $ | 885,947 | $ | 2,075,566 | $ | (1,189,619) | -57 | % | $ | 1,045,521 | $ | 2,240,822 | $ | (1,195,301) | -53 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | 885,947 | 2,075,566 | (1,189,619) | -57 | % | 1,045,521 | 2,240,822 | (1,195,301) | -53 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | 2,867,556 | 3,504,043 | (636,487) | -18 | % | 4,861,449 | 4,743,000 | 118,449 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 702,418 | 574,563 | 127,855 | 22 | % | 1,327,210 | 1,054,939 | 272,271 | 26 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 3,324,365 | 4,418,187 | (1,093,822) | -25 | % | 6,549,272 | 8,777,873 | (2,228,601) | -25 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 6,894,339 | 8,496,793 | (1,602,454) | -19 | % | 12,737,931 | 14,575,812 | (1,837,881) | -13 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating loss | (6,008,393) | (6,421,227) | (412,834) | 6 | % | (11,692,410) | (12,334,990) | 642,580 | -5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (income) expense: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (income) expense, net | 10,141 | 2,461 | 7,680 | 312 | % | 6,994 | (134,936) | 141,930 | -105 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency transaction loss | 6,514 | 274 | 6,240 | 2277 | % | 7,484 | 3,541 | 3,943 | 111 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 4,629,822 | - | 4,629,822 | - | % | 5,559,330 | - | 5,559,330 | - | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative | (264,827) | - | (264,827) | - | % | 251,000 | - | 251,000 | - | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | (6,325) | 8,757 | (15,082) | -172 | % | (9,344) | (42,131) | 32,787 | -78 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of November 2024 Debentures | (94,728) | (187,866) | 93,138 | -50 | % | 1,094,112 | 536,060 | 558,052 | 104 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 826,982 | 1,209,323 | (382,341) | -32 | % | 1,780,066 | 2,323,839 | (543,773) | -23 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other expense, net | 5,107,579 | 1,032,949 | 4,074,630 | 394 | % | 8,689,641 | 2,686,373 | 6,003,268 | 223 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) | $ | (11,115,971) | $ | (7,454,176) | $ | 3,661,795 | -49 | % | $ | (20,382,051) | $ | (15,021,363) | $ | (5,360,688) | 36 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue. For the three and six months ended June 30, 2026 , revenue decreased $1,189,619 or 57% and $1,195,301 or 53%, respectively, as compared to the three and six months ended June 30, 2025, primarily driven by a slow start of the first half of the year in the ROV market.
Cost of revenue. For the three and six months ended June 30, 2026, cost of revenue decreased $636,487 or 18% and increased $118,449 or 2% respectively, as compared to the three and six months ended June 30, 2025. The second quarter year-over-year decrease is directly related to the decrease in sales, while the increase in the first half year-over-year can be attributed to the SeaTrepid acquisition at the end of Q1 2025.
Depreciation. For the three and six months ended June 30, 2026, depreciation increased $127,855 or 22% and, $272,271 or 26% respectively, as compared to the three and six months ended June 30, 2025, due to the increase in property and equipment and intangibles primarily related to the acquisition of SeaTrepid.
General and administrative. For the three and six months ended June 30, 2026, general and administrative costs decreased $1,093,822 or 25% and $2,228,601 or 25%, compared to the three and six months ended June 30, 2025, as 2025 included non-recurring expenses related to the SeaTrepid acquisition as well as cost saving initiatives implemented at the end of 2025 and beginning of 2026 coming to fruition.
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Other (income) expense, net. For the three months ended June 30, 2026, other expense increased $7,680 or 312%. For the six months ended June 30, 2026, other expenses increased $141,930 or 105%, respectively.
Loss on extinguishment of debt. For the three and six months ended June 30, 2026 the loss on the extinguishment of debt of $4,629,822 and $5,559,330, respectively, was driven primarily by the exchange of November 2024 Debentures and Convertible Senior Secured Term Loan Notes for Series C Preferred Stock. See Note 8 "Notes Payable" and Note 14 " Preferred Stock". Additionally, $201,681 loss was recognized for the SeaTrepid Amendment #2. See Note 7 "Accrued Liabilities".
Change in fair value of derivative. For the three and six months ended June 30, 2026, a gain on derivative of $264,827 and a loss $251,000, respectively, was reported driven by the change in fair value of the EPFA. See Note 17 "Equity Purchase Facility Agreement and Derivative Liability".
Change in fair value of warrant liabilities. For the three months ended June 30, 2026 and 2025, the Company reported a gain/loss in the fair value of warrant liabilities of $6,325 and $8,757, respectively. For the six months ended June 30, 2026 and 2025, the Company reported a gain in fair value of warrant liabilities of $9,344 and $42,131, respectively.
Change in fair value of November 2024 Debentures. For the three and six months ended June 30, 2026, the Company reported a gain/loss on the fair value of the November 2024 convertible debentures of $94,728 and $1,094,112 respectively, related to the change in fair value of the debentures.
Interest expense, net. For the three months ended June 30, 2026, interest expense decreased $382,341 or 32%. For the six months ended June 30, 2026, interest expense decreased $543,773, or 23%, driven by reduced outstanding balances on the convertible senior secured term loans due to conversions.
Liquidity and Capital Resources
The Company has incurred recurring losses each year since its inception and currently does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company continues to develop its principal products and conduct research and development activities. The Company currently funds its operations with cash on hand, availability under the November 2024 Debentures (see Note 8 - "Notes Payable" and Note 24 - "Subsequent Events"), the Equity Purchase Facility Agreement (see Note 17 - "Common Stock") and the offer and sale of additional shares of Common Stock under the At The Market Offering Agreement (see Note 15 - "Common Stock"). The Company may require additional liquidity to continue its operations over the next twelve months. While a current investor has expressed an intention to provide financial support, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company's ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt about the Company's ability to continue as a going concern for a period of at least twelve months from the date the June 30, 2026 financial statements were issued.
As of June 30, 2026, the Company had $1,977,048 of cash, cash equivalents and restricted cash.
Significant sources and uses of cash during the six months ended June 30, 2026 and 2025
Sources of cash:
•During the six months ended June 30, 2026, the Company received net proceeds of $8,548,929 from financing activities attributable to proceeds from November 2024 debentures and the ATM share offering.
•During the six months ended June 30, 2025, the Company received net proceeds of $19,438,121 from equity financing attributable to the ATM share offering.
Uses of cash:
•Cash used in operating activities was $14,125,329 and $14,005,580 during the six months ended June 30, 2026 and 2025, respectively.
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•Cash used in investing activities during the six months ended June 30, 2026 related to capital expenditure of $14,287. Cash used in investing activities during the six months ended June 30, 2025 related to the acquisition of SeaTrepid of $3,871,992 and capital expenditures of $47,239.
Critical Accounting Policies and Estimates
Management's discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements included in this Form 10-Q, which have been prepared in accordance to US GAAP. Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Please refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with SEC for a complete discussion of our critical accounting estimates.
There have been no significant changes to our accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation and under the supervision of our Chief Executive Officer and our Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of June 30, 2026, as a result of the previously disclosed material weakness discussed below, our disclosure controls and procedures were not effective. In light of this fact, our management, including our Chief Executive Officer and Interim Chief Financial Officer, have performed additional analyses, reconciliations, and other post-closing procedures in order to conclude that, notwithstanding such material weakness, the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP as of the dates and for the periods presented in this Form 10-Q.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, as amended. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Previously identified material weakness. In 2024, the Company identified material weaknesses in its internal controls over financial reporting related to: ineffective design and operation of controls over significant complex transactions, which resulted in restatements of financial statements for all interim periods of 2024. As of June 30, 2026, the material weakness had not yet been remediated.
Remediation Plan. The Company continues to implement remediation actions, including: (1) establishing a formal Significant and Complex Transaction review process that will identify transactions that should be reviewed by third party experts to ensure proper treatment. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the effectiveness of the controls, no assurance can be given as to the timing for
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completion of remediation. The material weakness will be fully remediated when the Company concludes that the controls have been operating for sufficient time and independently validated by management.
Changes in internal control over financial reporting. During the fiscal quarter ended June 30, 2026, except as described above in "Remediation Plan" there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control. The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Although we may, from time to time, be subject to litigation and other claims in the normal course of business, we are currently not a party to any material legal proceeding. No amounts have been accrued in the condensed consolidated financial statements with respect to any such matters.
ITEM 1A. RISK FACTORS
The disclosure below supplements the risk factors previously disclosed under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed by the Company with the SEC. The risks described therein are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
If we fail to satisfy the Nasdaq Capital Market continued listing requirements, our common stock could be delisted from the Nasdaq.
The listing of our common stock on the Nasdaq Capital Market is contingent on our compliance with the Nasdaq Capital Market’s conditions for continued listing.
On October 16, 2025, the Company received a letter from Nasdaq notifying the Company that, for the preceding 30 consecutive trading days, the market value of the Company’s listed securities had been below the minimum $35,000,000 requirement for continued listing on The Nasdaq Capital Market, pursuant to Nasdaq Listing Rule 5550(b)(2). The Company also did not meet the alternative $2,500,000 stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule"). Accordingly, the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was held on December 4, 2025. The Panel granted the Company's request for continued listing on Nasdaq, subject to the following conditions: (1) From the date of the Panel decision until April 14, 2026 (the end of the Panel's jurisdiction in the matter), the Company shall maintain compliance with all Nasdaq listing rules; and (2) the Company shall maintain a shareholder equity value of $3,500,000 for each fiscal quarter until December 19, 2026.
On December 19, 2025, the Company received a letter from Nasdaq indicating that it had demonstrated compliance with the Equity Rule and, as a result, satisfied the continued listing requirements of The Nasdaq Capital Market.
On April 27, 2026, the Company received a letter from the Panel confirming that the Company satisfied the terms of the Panel's December 4, 2025 decision and is in compliance with the Nasdaq Listing Rules. Notwithstanding the foregoing, there can be no assurance that the Company will ultimately regain compliance with all applicable requirements for continued listing. As set forth in the Panel's determination and confirmed in the April 27, 2026 letter, the Company is still subject to a mandatory panel monitor pursuant to Nasdaq Listing Rule 5815(d)(4)(B). During the monitoring period, the Company is required to maintain a minimum stockholder's equity of $3,500,000 for each fiscal quarter until the end of the panel monitor period, December 19, 2026. If the Company fails to satisfy this requirement, the Company's common stock may be delisted.
A delisting of the Company’s common stock could negatively impact the Company and its stockholders by, among other things: reduce the liquidity and market price of its common stock; reduce the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact its ability to raise equity financing; decrease the amount of news and analyst coverage of the Company; and limit the Company’s ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the Nasdaq might negatively impact the Company’s reputation and, as a consequence, its business, operating results, cash flows, financial condition, or securities.
If Nasdaq’s proposed $5 million minimum Market Value of Listed Securities continued listing requirement becomes effective, or if we fail to maintain compliance with other exchange listing standards, our Common Stock may be delisted, which would materially and adversely affect its liquidity, market price, and our access to capital.
Our Common Stock (KITT) is listed on the Nasdaq Capital Market. On July 22, 2026, the Securities and Exchange Commission (“SEC”) approved a new Nasdaq continued listing rule requiring all listed issuers to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5.0 million for each listed class, calculated as the consolidated closing bid price multiplied by the total listed securities outstanding of that class. Unlike other Nasdaq continued listing standards, the new $5.0 million MVLS standard carries no compliance or cure period. If a listed class remains below $5.0 million MVLS for 30 consecutive business days, Nasdaq will immediately issue a Staff Delisting Determination, resulting in the immediate suspension of trading without an automatic stay upon appeal.
Although implementation of this rule was automatically stayed on July 29, 2026, pursuant to SEC Rule of Practice 431(e) pending full Commission review, there can be no assurance that the SEC will modify or reverse the approval order, or that
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the rule will not become effective in its current form. The MVLS of our Common Stock has historically fluctuated near the $5.0 million threshold. If the proposed rule becomes enforceable upon the lifting or resolution of the SEC stay, and the market price or share count of our Common Stock does not sustain an MVLS above $5.0 million:
• No Cure Window: We will not be granted a 180-day cure period to regain compliance, and trading in our Common Stock will be immediately suspended by Nasdaq.
• Limited Appeal Standards: The Nasdaq Hearings Panel’s discretion to grant an exception upon appeal is strictly limited to instances of factual calculation errors or our ability to demonstrate compliance with all initial (rather than continued) listing standards across our equity tiers.
• Remedial Structural Actions: To maintain or restore compliance, we may be required to pursue corporate restructurings or executing equity issuances. Such actions may require charter amendments, board or shareholder approvals, or cause dilution or market volatility.
If our Common Stock is delisted from Nasdaq, trading would likely be conducted on an over-the-counter (“OTC”) market. OTC trading generally involves significantly reduced liquidity, wider bid-ask spreads, decreased institutional investor coverage, and heightened price volatility.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2026, the Company completed certain unregistered sales of securities previously disclosed in the Company's Current Reports on Form 8-K filed with the SEC on May 13 and June 30, 2026, which disclosures are incorporated herein by reference. Except as previously disclosed in such filings, the Company did not sell any securities during the quarter ended June 30, 2026 in transactions that were not registered under the Securities Act of 1933, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Trading Plans
During the three months ended June 30, 2026, no director or Section 16 officer of the Company adopted terminated
ITEM 6. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date | |||||||||||||||||||||||||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | September 15, 2022 | |||||||||||||||||||||||||||
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.2 | July 18, 2024 | |||||||||||||||||||||||||||
| 3.3 | Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.3 | December 27, 2024 | |||||||||||||||||||||||||||
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| 3.4 | Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | August 7, 2025 | |||||||||||||||||||||||||||
| 3.5 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | September 2, 2025 | |||||||||||||||||||||||||||
| 3.6 | Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | December 3, 2025 | |||||||||||||||||||||||||||
| 3.7 | Certificate of Correction (Series A CoD) 2026 | Form 10-K | 001-40611 | 3.9 | April 15, 2026 | |||||||||||||||||||||||||||
| 3.8 | Certificate of Corrections (Series B CoD) 2026 | Form 10-K | 001-40611 | 3.10 | April 15, 2026 | |||||||||||||||||||||||||||
| 3.9 | Certificate of Corrections (Series C CoD) 2026 | Form 10-K | 001-40611 | 3.11 | April 15, 2026 | |||||||||||||||||||||||||||
| 3.10 | Certificate of Designations of Rights and Preferences of Series D Convertible Preferred Stock of Nauticus Robotics, Inc | Form 8-K | 001-40611 | 3.1 | July 9, 2026 | |||||||||||||||||||||||||||
| 3.11 | Amended and Restated Bylaws of Nauticus Robotics Inc (as of May 11, 2023). | Form 8-K | 001-40611 | 3.1 | May 15, 2023 | |||||||||||||||||||||||||||
| 3.12 | Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics. Inc. | Form 8-K | 001-40611 | 3.1 | August 19, 2025 | |||||||||||||||||||||||||||
| 10.1 | Amendment No. 2 to Asset Purchase Agreement, dated May 11, 2026, by and among Nauticus Robotics, Inc., SeaTrepid International, L.L.C., SeaTrepid Deep L.L.C., Remote Inspection Technologies, L.L.C., and each of the signatories thereto. | Form 8-K | 001-40611 | 10.1 | May 13, 2026 | |||||||||||||||||||||||||||
| 10.2 | Second Amendment, dated May 11, 2026, by and among Nauticus Robotics, Inc. and the lenders signatories thereto. | Form 8-K | 001-40611 | 10.2 | May 13, 2026 | |||||||||||||||||||||||||||
| 10.3 | Third Amendment, dated June 1, 2026, by and among Nauticus Robotics, Inc., and the lenders signatories thereto. | Form 8-K | 001-40611 | 10.1 | June 1, 2026 | |||||||||||||||||||||||||||
| 10.4 | Form of Exchange Agreement, dated as of June 26, 2026, by and between Nauticus Robotics, Inc. and the investor party named therein. | Form 8-K | 001-40611 | 10.1*+ | June 30, 2026 | |||||||||||||||||||||||||||
| 31.1+ | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||||||||
| 31.2+ | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||||||||
| 32.1* | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||||||||
| 32.2* | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document. | |||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||||||||||||||||||||||||||
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||||||||||||||||||||||||
+ Filed herewith
*Furnished herewith
† Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NAUTICUS ROBOTICS, INC. | ||||||||
| By: | /s/ John W. Gibson, Jr. | |||||||
| John W. Gibson, Jr. | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: | August 12, 2026 | |||||||
| By: | /s/ Jimena Begaries | |||||||
| Jimena Begaries | ||||||||
| Interim Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Date: | August 12, 2026 | |||||||
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