Nauticus Robotics (NASDAQ: KITT) secures Nasdaq compliance but must hold $3.5M equity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nauticus Robotics, Inc. announced that The Nasdaq Capital Market has confirmed the company is in compliance with all continued listing requirements through the end of the Nasdaq Hearings Panel’s jurisdiction, which expired on April 14, 2026. This follows an earlier deficiency notice related to market value, stockholders’ equity, and net income tests.
The company remains under a Mandatory Panel Monitor and must maintain minimum stockholders’ equity of $3.5 million for each fiscal quarter until December 19, 2026. If this equity requirement is not met during the monitoring period, Nasdaq staff will issue a delisting determination for Nauticus’ securities.
Positive
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Negative
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Insights
Nauticus keeps Nasdaq listing but faces ongoing equity maintenance test.
Nauticus Robotics has resolved its prior Nasdaq listing deficiencies, with Nasdaq confirming compliance through the end of the Hearings Panel’s jurisdiction on April 14, 2026. Earlier issues involved market value of listed securities, stockholders’ equity, and net income requirements under multiple Nasdaq Listing Rules.
The company remains subject to a Mandatory Panel Monitor under Listing Rule 5815(d)(4)(B). It must maintain minimum stockholders’ equity of $3.5 million for each fiscal quarter until December 19, 2026. Falling below this threshold would trigger a Nasdaq staff delisting determination.
This framework keeps the shares trading on The Nasdaq Capital Market while imposing clear quarterly equity benchmarks. The company’s statement that it is focused on executing revenue-generating projects in 2026 underscores management’s operational emphasis alongside these listing conditions.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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.
Key Figures
Minimum stockholders’ equity requirement: $3.5 million
Panel jurisdiction end date: April 14, 2026
Panel Monitor period end: December 19, 2026
+2 more
5 metrics
Minimum stockholders’ equity requirement
$3.5 million
Per fiscal quarter until December 19, 2026 under Panel Monitor
Panel jurisdiction end date
April 14, 2026
End of Nasdaq Hearings Panel jurisdiction over prior deficiency
Panel Monitor period end
December 19, 2026
Expiration of Mandatory Panel Monitor under Listing Rule 5815(d)(4)(B)
Deficiency letter date
October 16, 2025
Nasdaq notice of non-compliance with MVLS, equity and net income rules
Hearing date
December 4, 2025
Nasdaq Hearings Panel session on continued listing
Key Terms
Nasdaq Listing Rule 5550(b)(2), Equity Rule, Mandatory Panel Monitor, Nasdaq Hearings Panel, +1 more
5 terms
Nasdaq Listing Rule 5550(b)(2) regulatory
"did not comply with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2)"
Equity Rule regulatory
"alternative requirements of stockholders’ equity under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”)"
Mandatory Panel Monitor regulatory
"based on a Mandatory Panel Monitor under Listing Rule 5815(d)(4)(A)"
A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.
Nasdaq Hearings Panel regulatory
"requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which was held on December 4, 2025"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
continued listing requirements regulatory
"it had demonstrated compliance with the Equity Rule and, as a result, satisfied the continued listing requirements of The Nasdaq Capital Market"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
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): April 27, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 7.01 Regulation FD Disclosure.
On April 30, 2026, the Company issued a press release announcing that its compliance with the Equity Rule (as defined below). The press release is attached hereto and furnished as Exhibit 99.1 to this Current Report.
The information provided in this Item 7.01, including the accompanying Exhibit 99.1 shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
As previously disclosed by the Company in its filings with the Securities and Exchange Commission, on October 16, 2025, the Company received a deficiency letter (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it did not comply with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”), nor did it meet the alternative requirements of stockholders’ equity under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) or net income under Nasdaq Listing Rule 5550(b)(3). The Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which was held on December 4, 2025. The Hearings Panel granted the Company's request for continued listing on Nasdaq, subject to the following conditions: (1) From the date of the Panel decision until April 14, 2026 (the end of the Panel's jurisdiction in this matter), the Company shall maintain compliance with all Nasdaq Listing Rules; and (2) the Company shall maintain a shareholder equity value of $3.5 million for each fiscal quarter until December 19, 2026, based on a Mandatory Panel Monitor under Listing Rule 5815(d)(4)(A).
On December 19, 2025, the Company received a letter from Nasdaq indicating that it had demonstrated compliance with the Equity Rule and, as a result, satisfied the continued listing requirements of The Nasdaq Capital Market.
On April 27, 2026, the Company received a letter from the Panel confirming that the Company has satisfied the terms of the Panel’s December 4, 2025 decision and is in compliance with the applicable Nasdaq Listing Rules.
As set forth in the Panel’s determination and confirmed in the April 27, 2026 letter, the Company is still subject to a Mandatory Panel Monitor pursuant to Nasdaq Listing Rule 5815(d)(4)(B). During the monitoring period, the Company is required to maintain a minimum stockholders’ equity of $3.5 million for each fiscal quarter until the end of the Panel Monitor period, December 19, 2026. If the Company fails to satisfy this requirement, the Staff will issue a delisting determination with respect to the Company’s securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||||||||||||||||||||
| 99.1 | Press Release, dated April 30, 2026 | |||||||||||||||||||||||||
| 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: April 30, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Michael A. Ferrier | ||||||||||
| Name: | Michael A. Ferrier | ||||||||||
| Title: | General Counsel | ||||||||||
Nauticus Robotics, Inc. Maintains Compliance with Nasdaq Listing Standards HOUSTON, April 30, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”), a leading innovator in autonomous subsea robotics and software solutions, today announced that on April 27, 2026, it received a formal notice from The Nasdaq Capital Market (“Nasdaq”) confirming that Nauticus has demonstrated compliance with all continued listing requirements through the end of the Nasdaq Hearing Panel’s jurisdiction, which expired on April 14, 2026. The Company remains subject to a Mandatory Panel Monitor pursuant to Listing Rule 5815(d)(4)(B). Under the terms of the Panel’s decision, the Company will be required to maintain a minimum shareholders’ equity value of $3.5 million for each fiscal quarter until the end of the Panel Monitor period, which expires December 19, 2026. John Gibson, President and CEO of Nauticus, stated, “We are pleased to receive this letter confirming our compliance with Nasdaq continued listing requirements. The entire team remains focused on executing revenue generating projects throughout 2026.” About Nauticus Robotics Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company’s business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus’ approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/ Cautionary Language Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus’ products; estimated operating results and use of cash; and Nauticus’ use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new
information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including Nauticus’ most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
FAQ
What did Nauticus Robotics (KITT) announce regarding its Nasdaq listing?
Nauticus Robotics announced that Nasdaq confirmed the company is in compliance with all continued listing requirements through April 14, 2026. This confirmation follows an earlier deficiency process and allows KITT shares to remain listed on The Nasdaq Capital Market under specific equity-related conditions.
What ongoing equity requirement does Nauticus Robotics (KITT) need to meet?
Nauticus must maintain minimum stockholders’ equity of $3.5 million for each fiscal quarter until December 19, 2026. This condition applies during a Mandatory Panel Monitor period established by the Nasdaq Hearings Panel as part of the company’s continued listing terms.
What happens if Nauticus Robotics fails to maintain $3.5 million in equity?
If Nauticus fails to maintain at least $3.5 million in stockholders’ equity for any fiscal quarter during the monitoring period, Nasdaq staff will issue a delisting determination. That determination would apply to the company’s securities listed on The Nasdaq Capital Market under the existing Panel Monitor framework.
Why was Nauticus Robotics previously at risk of Nasdaq delisting?
On October 16, 2025, Nauticus received a Nasdaq deficiency letter for not meeting the minimum market value of listed securities requirement and not satisfying alternative stockholders’ equity or net income standards. The company then requested a hearing, after which the Nasdaq Hearings Panel set conditions for continued listing.
How long will Nauticus Robotics remain under Nasdaq’s Mandatory Panel Monitor?
Nauticus will remain under a Mandatory Panel Monitor until December 19, 2026. During this period, it must meet the quarterly stockholders’ equity requirement of $3.5 million. The monitor was imposed under Nasdaq Listing Rule 5815(d)(4)(B) following the Panel’s December 4, 2025 decision.
What is the focus of Nauticus Robotics’ management for 2026?
Management stated it is focused on executing revenue-generating projects throughout 2026. This operational focus is highlighted alongside the company’s confirmation of compliance with Nasdaq continued listing standards and the ongoing requirement to maintain minimum quarterly stockholders’ equity during the monitoring period.