Nauticus Robotics Sets 1-for-9 Reverse Stock Split

Nauticus Robotics, Inc. approved a 1-for-9 reverse stock split of its common stock, to take effect on September 5, 2025.

Rhea-AI Filing Summary

Nauticus Robotics, Inc. approved a 1-for-9 reverse stock split of its common stock, to take effect on September 5, 2025. Every nine existing shares will be combined into one share, and any fractional shares will be rounded up to the nearest whole share.

The reverse split was authorized by stockholders on June 25, 2025 and approved by the board to help meet the share bid price requirements of the Nasdaq Capital Market. Nauticus common stock will begin trading on a split-adjusted basis on Nasdaq on September 5, 2025 under the same symbol "KITT" with a new CUSIP number 63911H 306.

All outstanding options, warrants and other convertible securities will be proportionally adjusted under their governing plans and agreements. The company states that each stockholder’s percentage ownership and voting power will remain virtually unchanged aside from minor rounding effects, and that the rights and privileges of common stockholders will be substantially unaffected.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Nauticus Robotics disclosed that it is implementing a 1-for-9 reverse stock split of its common stock pursuant to a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation.

When will Nauticus Robotics’ 1-for-9 reverse stock split become effective?

The reverse stock split will become effective on September 5, 2025, and the company’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market when the market opens that day.

How will fractional shares be treated in the Nauticus Robotics reverse split?

No fractional shares will be issued. Instead, fractional share amounts will be rounded up to the nearest whole share in connection with the 1-for-9 reverse stock split.

Why is Nauticus Robotics conducting a 1-for-9 reverse stock split?

The board of directors approved the reverse stock split to meet the share bid price requirements of the Nasdaq Capital Market, as stated in the filing.

Will Nauticus Robotics’ ticker symbol change after the reverse stock split?

The company’s common stock will continue to trade under the ticker symbol "KITT" on the Nasdaq Capital Market, but it has been assigned a new CUSIP number 63911H 306 in connection with the reverse split.

How does the reverse stock split affect Nauticus Robotics stockholder ownership and rights?

The filing states that each stockholder’s percentage ownership and proportional voting power will remain virtually unchanged aside from minor rounding adjustments, and that the rights and privileges of common stockholders will be substantially unaffected.

What happens to Nauticus Robotics options, warrants and other convertible securities after the reverse split?

All options, warrants and other convertible securities outstanding immediately before effectiveness will be adjusted in accordance with their governing plans, agreements or arrangements, subject to rounding to the nearest whole share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 04:16 PM Learn about SEC filing dates

FALSE0001849820December 3100018498202025-09-022025-09-020001849820us-gaap:CommonStockMember2025-09-022025-09-020001849820us-gaap:WarrantMember2025-09-022025-09-02

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 2, 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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 2, 2025, Nauticus Robotics, Inc. (the "Company") filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect a 1-for-9 reverse stock split of the shares of the Company's common stock, par value $0.0001 per share on September 5, 2025. No fractional shares will be issued in connection with the reverse stock split, but will instead be 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 approved the Certificate of Amendment at a special meeting held on June 25, 2025.

The Company's common stock is expected to begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital market when the market opens on September 5, 2025. The trading symbol for the Company's common stock will remain "KITT." The Company was assigned a new CUSIP number (63911H 306) in connection with the reverse split.

All options, warrants and other convertible securities of the Company outstanding immediately prior to the effectiveness of the Certificate of Amendment will be 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 will remain virtually unchanged by the Certificate of Amendment, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s common stock will be substantially unaffected.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
3.1						Certificate of Amendment
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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 2, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel