[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

Nauticus Robotics (Nasdaq:KITT) filed an 8-K reporting results of its 25 June 2025 annual shareholder meeting.

Key outcomes:

• Shareholders authorized the Board to execute a reverse stock split at any ratio from 1-for-2 to 1-for-9 (13.15 M for; 4.17 M against; 0.31 M abstain).
• Approved amendment to the 2022 Omnibus Incentive Plan, raising the share reserve to 2,750,000 (5.48 M for; 1.56 M against; 0.33 M abstain; 10.25 M broker non-votes).
• Elected William H. Flores as Class III director (6.63 M for; 0.75 M withheld).
• Ratified Whitley Penn LLP as independent auditor for 2025 (16.39 M for; 0.69 M against).
• Adjournment authority proposal passed.

Total votes represented: 17.63 M (50.14 % of outstanding shares).

Positive

• Reverse split authorization equips Board to maintain Nasdaq listing and broaden institutional eligibility
• Experienced Class III director William H. Flores elected, supporting governance depth

Negative

• Incentive plan expansion to 2.75 M shares creates additional dilution risk for existing holders
• Need for reverse split underscores persistently low share price, a potential negative signal

Insights

Corporate Governance Expert

Reverse split okayed; incentive pool enlarged—capital structure flexibility gained but dilution risk grows.

The meeting granted the Board sweeping authority to consolidate shares up to a 1-for-9 ratio, signalling an urgent need to lift KITT’s sub-$1 pricing and avoid Nasdaq non-compliance. While such flexibility buys time, reverse splits historically pressure micro-cap liquidity and may deter retail holders. The 76 % approval margin suggests shareholders prioritize listing continuity over share-count optics. Separately, expanding the 2022 Omnibus Plan by roughly 2.75 M shares (about 8 % of basic shares outstanding) increases potential dilution and aligns management incentives, yet only 77 % of voted shares supported it—indicative of rising sensitivity to equity overhang. Director Flores’ election and auditor ratification were routine. Overall, governance changes are structurally material, with dilution and execution of the split as key watch-items.

Capital Markets Analyst

Board gains levers to cure listing risk; share count mechanics shift.

Authorizing a reverse split up to 1-for-9 materially reshapes the float and could re-price the stock above Nasdaq’s $1 bid threshold, restoring institutional investability. However, post-split market cap remains unchanged, so value creation depends on operational performance, not arithmetic. Liquidity typically contracts after splits, so spreads may widen. The 2.75 M incremental award shares lift the maximum incentive pool to roughly 5.5 M when combined with prior reserves, expanding potential dilution by low-double-digit percentage if fully issued. Voting turnout was only 50 %, reflecting retail-heavy ownership. Investors should monitor timing of split execution, any subsequent capital raises, and equity grant cadence, as these factors could dictate near-term supply-demand dynamics.

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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): June 25, 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 5.07 Submission of Matters to a Vote of Security Holders

On June 25, 2025, Nauticus Robotics, Inc. (the "Company") held its annual meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders (1) elected William H. Flores to the Board of Directors as Class III Director, (2) ratified the appointment of Whitley Penn LLP as the Company's independent registered accounting firm for 2025, (3) approved an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 2,750,000, (4) authorized the Board of Directors to enact a reverse split of shares of common stock at a ratio between one to two and one to nine in the Board’s discretion, and (5) approved a proposal to adjourn the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting.

A total of 17,628,511 shares of common stock of the Company attended the Meeting by proxy or in person, representing 50.14% of the Company's outstanding common stock entitled to vote as of April 25, 2025, the record date of the Meeting. The results of the voting were as follows:

Proposal 1: Election of one Class III Director, to serve until the 2028 Annual Meeting of Shareholders.

Nominee

For

Withheld

Broker Non-Votes

William H. Flores

6,629,585

744,916

10,254,010

Proposal 2: Ratification of the appointment of Whitley Penn LLP as the Company’s independent registered accounting firm for 2025.
For			Against			Abstain
16,394,848			686,472			547,191

Proposal 3: Approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 2,750,000.
For			Against			Abstain			Broker Non-Votes
5,483,064			1,558,064			333,373			10,254,010

Proposal 4: Approval of a proposal authorizing the Board of Directors of the Company to enact a reverse split of its shares at a ratio between one to two and one to nine in the Board’s discretion.
For			Against			Abstain
13,146,315			4,173,389			308,807

Proposal 5: Approval of a proposal to adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting.
For			Against			Abstain
14,094,935			3,059,537			474,039

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: June 25, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What reverse stock split range did KITT shareholders approve on June 25 2025?

Investors authorized the Board to enact a reverse split between 1-for-2 and 1-for-9 at its discretion.

How many new shares were added to KITT’s 2022 Omnibus Incentive Plan?

The plan’s share pool increased to 2,750,000 shares, up from the prior limit.

Who was elected as KITT’s Class III director at the 2025 AGM?

Shareholders elected William H. Flores to serve until the 2028 annual meeting (6.63 M for; 0.75 M withheld).

Which firm will audit KITT for fiscal 2025?

Whitley Penn LLP was ratified with 16.39 M shares voting in favor.

How many shares were represented at KITT’s 2025 annual meeting?

A total of 17,628,511 shares, or 50.14 % of outstanding common stock, were present in person or by proxy.

What was shareholder support for expanding the incentive plan?

Approximately 77 % of the votes cast on the proposal (5.48 M for vs. 1.56 M against) approved the increase.