Nauticus Robotics (NASDAQ: KITT) cuts stockholder meeting quorum to 33.33%

Rhea-AI Filing Summary

Nauticus Robotics, Inc. reported a change to its corporate governance rules. On August 15, 2025, the board of directors approved an amendment to the company’s Amended and Restated By-laws to lower the stockholder meeting quorum requirement. Going forward, all meetings of stockholders can proceed with a quorum of one-third (33.33%) of the company’s voting power of issued and outstanding capital stock entitled to vote, present in person or by proxy.

The amendment is formalized as Amendment No. 1 to the Amended and Restated By-laws, which is filed as an exhibit and incorporated by reference.

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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): August 15, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2025, the Board of Directors of Nauticus Robotics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (“Amendment No. 1 to the Amended and Restated By-laws”) to reduce the quorum needed for all meetings of stockholders to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the meeting, present in person or represented by proxy.

The foregoing description of Amendment No. 1 to the Amended and Restated By-laws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of Amendment No. 1 to the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
3.1						Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics, Inc.
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: August 19, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

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

Nauticus Robotics disclosed that its board approved an amendment to the Amended and Restated By-laws to change the quorum requirement for all stockholder meetings.

How did Nauticus Robotics (KITT) change its stockholder meeting quorum requirement?

The company reduced the quorum needed for all stockholder meetings to one-third (33.33%) of the voting power of issued and outstanding shares entitled to vote, present in person or represented by proxy.

When did the Nauticus Robotics board approve the bylaw amendment?

The board of Nauticus Robotics approved the bylaw amendment on August 15, 2025.

Where can investors find the full text of the Nauticus Robotics bylaw amendment?

The full text is in Amendment No. 1 to the Amended and Restated By-laws, filed as Exhibit 3.1 and incorporated by reference.

Does the 8-K for Nauticus Robotics (KITT) include financial results or earnings data?

No, this 8-K focuses on an amendment to the company’s by-laws regarding quorum requirements for stockholder meetings.

Who signed the Nauticus Robotics 8-K related to the bylaw amendment?

The report was signed on behalf of Nauticus Robotics, Inc. by John Symington, General Counsel.