Nauticus Robotics (NASDAQ: KITT) files legal opinion on ATM offering

Rhea-AI Filing Summary

Nauticus Robotics, Inc. filed a current report to provide a legal opinion related to a previously disclosed at-the-market equity offering. The company is furnishing the opinion of Norton Rose Fulbright US LLP as Exhibit 5.1, along with the firm’s consent as Exhibit 23.1. This filing is administrative in nature and does not introduce new financial results or major transactions for the business.

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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 16, 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 16, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

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

Nauticus Robotics reported that it is filing the legal opinion of Norton Rose Fulbright US LLP related to a previously reported at-the-market offering, listing the opinion as Exhibit 5.1 and the related consent as Exhibit 23.1.

Which law firm issued the legal opinion for Nauticus Robotics' at-the-market offering?

The legal opinion for the at-the-market offering was issued by Norton Rose Fulbright US LLP and is included as Exhibit 5.1.

Does this Nauticus Robotics 8-K include new financial results or earnings data?

No financial results or earnings data are presented; the 8-K focuses on Other Events and the filing of legal opinion and consent exhibits related to an at-the-market offering.

What exhibits are attached to the Nauticus Robotics 8-K dated September 16, 2025?

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

What is the purpose of Nauticus Robotics including Exhibit 104 in this 8-K?

Exhibit 104 is the Cover Page Interactive Data File embedded within the Inline XBRL document, providing the machine-readable cover page information required for electronic reporting.

When was the Nauticus Robotics 8-K for this legal opinion signed and by whom?

The report was signed on September 16, 2025 on behalf of Nauticus Robotics, Inc. by John Symington, who is identified as General Counsel.