Nauticus Robotics (KITT) adds counsel opinion for prior ATM offering

Rhea-AI Filing Summary

Nauticus Robotics, Inc. filed a current report to provide legal documentation related to a previously disclosed at-the-market stock offering. The company furnished the opinion of its outside counsel, Norton Rose Fulbright US LLP, as an exhibit confirming the legal validity of the securities associated with that program. A related consent from the same law firm is also included, along with the standard electronic cover page data file. This is an administrative update that supplies supporting legal exhibits rather than introducing new financial results or transactions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 942-9069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ☐

Item 8.01 Other Events.

A copy of the opinion of Norton Rose Fulbright US LLP relating to the at-the-market offering previously reported in the Current Report on Form 8-K filed on May 20, 2024 is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

5.1

Opinion of Norton Rose Fulbright US LLP

23.1

Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1 above)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 5, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What did Nauticus Robotics (KITT) disclose in this 8-K filing?

Nauticus Robotics disclosed that it is filing the legal opinion of Norton Rose Fulbright US LLP related to a previously reported at-the-market offering, along with the related consent and cover page data file as exhibits.

Does this Nauticus Robotics 8-K announce a new stock or warrant offering?

No. The 8-K describes the filing of a legal opinion tied to an at-the-market offering that was previously reported, rather than launching a new offering.

Which exhibits are included in the Nauticus Robotics (KITT) 8-K?

The filing lists Exhibit 5.1 (Opinion of Norton Rose Fulbright US LLP), Exhibit 23.1 (Consent of Norton Rose Fulbright US LLP, contained in Exhibit 5.1), and Exhibit 104 (Cover Page Interactive Data File).

Who provided the legal opinion for Nauticus Robotics’ at-the-market offering?

The legal opinion relating to the at-the-market offering was provided by Norton Rose Fulbright US LLP, which is identified in Exhibit 5.1.

Is Nauticus Robotics (KITT) still classified as an emerging growth company?

Yes. The filing indicates that Nauticus Robotics is an emerging growth company under applicable securities regulations.

Who signed this Nauticus Robotics 8-K on behalf of the company?

The report was signed on behalf of Nauticus Robotics, Inc. by John Symington, who is identified as the company’s General Counsel.