KITT amends registration statements; undistributed shares adjusted for reverse split

Rhea-AI Filing Summary

Nauticus Robotics reported that several active registration statements on Form S-3 and Form S-8 remain on file and that information in this 8-K will be incorporated by reference into those registration statements. The filing lists specific registration numbers, including No. 333-284675 (Form S-3) and Nos. 333-269349, 333-280824, and 333-288641 (Form S-8). The company says that, under Rule 416(b), the number of undistributed shares covered by those registration statements will be adjusted downward on a proportional basis to reflect the company’s Reverse Stock Split, so the prospectus schedules will reflect post-split share counts. The 8-K’s exhibit disclosure is limited to those registration and incorporation-by-reference details.

Positive

• Active registration statements on Form S-3 and S-8 remain in place, preserving offering flexibility
• The 8-K explicitly confirms that current filings will be incorporated by reference, keeping prospectuses updated

Negative

• None.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 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 8.01 Other Events.

On September 2, 2025, the Company issued a press release announcing a 1-for-9 reverse stock split (“Reverse Stock Split”) of the shares of the Company's common stock, par value $0.0001 per share, to be effective on September 5, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company currently has several active registration statements listed below (The “Registration Statements”) on Form S-3 and on Form S-8 on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8, as applicable. The information incorporated by reference is considered to be part of the prospectus and prospectus supplements included within each of those registration statements. Information in this report is therefore intended to be automatically incorporated by reference into each of the active registration statements listed below, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of undistributed shares of common stock deemed to be covered by each of the Registration Statements will be proportionately reduced to a number of shares of the post-reverse-split common stock, as applicable, giving effect to the Reverse Stock Split. The Registration Statements are as follows: (a) Registration Statements No. 333-284675 on Form S-3; and (b) Registration Statements Nos. 333-269349, 333-280824, and 333-288641 on Form S-8.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
99.1						Press Release dated September 2, 2025
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

FAQ

What registration statements does Nauticus Robotics (KITT) reference in the 8-K?

The filing references Form S-3 Registration Statement No. 333-284675 and Form S-8 Registration Statements Nos. 333-269349, 333-280824, and 333-288641.

How will the Reverse Stock Split affect shares covered by the registration statements?

Per the 8-K and Rule 416(b), the number of undistributed shares covered by the registration statements will be proportionately reduced to reflect the post-Reverse Stock Split common stock.

Does the 8-K report any new securities issuances or financial results?

No. The 8-K is limited to registration statement incorporation and share count adjustments; it does not disclose financial results or new issuances.

Will the information in this 8-K be added to existing prospectuses?

Yes. The company states the information is intended to be automatically incorporated by reference into the active registration statements, thereby amending the prospectuses.