Nauticus Robotics (NASDAQ: KITT) clears share issuance, reverse split authority at special meeting

Rhea-AI Filing Summary

Nauticus Robotics, Inc. held a special stockholder meeting where investors approved several key capital structure proposals. Stockholders backed issuing common shares under an Equity Purchase Facility Agreement and issuing common shares upon conversion of Series C Convertible Preferred Stock under an Amendment and Exchange Agreement, both pursuant to Nasdaq Rule 5635.

They also approved authorizing the board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, at the board’s discretion, and approved the ability to adjourn the meeting if needed. A separate proposal to increase authorized common shares from 625,000,000 to 1,500,000,000 received a majority of votes cast but failed because it did not achieve the required majority of all issued and outstanding shares. A total of 11,234,591 shares, or 40.04% of shares outstanding as of December 22, 2025, were represented in person or by proxy.

Insights

Equity & governance analyst

Stockholders cleared several issuance and reverse-split approvals, while blocking a large authorized share increase.

Stockholders of Nauticus Robotics approved issuing common stock under an Equity Purchase Facility Agreement and for conversions of Series C Convertible Preferred Stock, both under Nasdaq Rule 5635. This clears required investor consent for potentially significant future share issuances tied to existing financing arrangements.

They also authorized the board to implement one or more reverse stock splits at a ratio between 1-for-5 and 1-for-250, giving directors broad flexibility to adjust the share count. However, a proposal to raise authorized common shares from 625,000,000 to 1,500,000,000 failed despite majority support among votes cast, because it lacked approval from a majority of all outstanding shares. Attendance was 11,234,591 shares, or 40.04% of those entitled to vote as of December 22, 2025.

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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): January 28, 2026

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 5.07 Submission of Matters to a Vote of Security Holders

On January 28, 2026, Nauticus Robotics, Inc. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock pursuant to the Equity Purchase Facility Agreement dated dated October 24, 2025 between the Company and the Investor party thereto (the “Purchase Agreement”) ; (2) approved pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025 between the Company and certain institutional investors (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock; (3) approved a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion; and (4) a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 1,500,000,000, the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.

A total of 11,234,591 shares of common stock of the Company attended the Meeting by proxy or in person, representing 40.04% of the Company's outstanding common stock entitled to vote as of December 22, 2025, the record date of the Meeting. The results of the voting were as follows:

Proposal 1: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock pursuant to the Equity Purchase Facility Agreement (the “Purchase Agreement”) dated dated October 24, 2025 between the Company and the Investor party thereto ..
For			Against			Abstain			Broker Non-Votes
3,152,914			673,125			34,342			7,374,210

Proposal 2: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025, between the Company and certain institutional investors (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock.
For			Against			Abstain			Broker Non-Votes
3,155,900			665,102			39,379			7,374,210

Proposal 3: To approve a proposal to authorize the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion
For			Against			Abstain
8,390,231			2,594,574			249,786

Proposal 4: To approve the proposed Authorized Share Amendment of the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000.
For			Against			Abstain
8,402,424			2,531,113			301,054

Proposal 5: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting
For			Against			Abstain
8,356,406			2,525,489			352,696

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: January 29, 2026			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What did Nauticus Robotics (KITT) stockholders approve at the January 28, 2026 special meeting?

Stockholders approved issuing common shares under an Equity Purchase Facility Agreement and for conversion of Series C Convertible Preferred Stock. They also authorized the board to enact one or more reverse stock splits between 1-for-5 and 1-for-250 and approved a proposal allowing adjournment of the meeting if needed.

Was the increase in authorized common shares for Nauticus Robotics (KITT) approved?

The proposal to increase authorized common stock from 625,000,000 to 1,500,000,000 was not approved. It received a majority of votes cast, but failed to reach the required threshold of a majority of all issued and outstanding common shares, so the authorized share count remains unchanged.

What reverse stock split authority did Nauticus Robotics (KITT) stockholders grant the board?

Stockholders approved authorizing the board of directors to enact one or more reverse splits of Nauticus Robotics’ common shares. The approved cumulative ratio ranges between 1-for-5 and 1-for-250, leaving the exact timing and ratio to the board’s discretion based on future decisions.

How many Nauticus Robotics (KITT) shares were represented at the special meeting?

A total of 11,234,591 common shares were represented in person or by proxy at the special meeting. This represented 40.04% of the company’s outstanding common stock entitled to vote as of the December 22, 2025 record date for the special meeting.

What is the purpose of Nauticus Robotics’ approved Equity Purchase Facility Agreement?

Stockholders approved issuing common stock pursuant to an Equity Purchase Facility Agreement dated October 24, 2025 between Nauticus Robotics and an investor. The approval, required under Nasdaq Rule 5635, authorizes the company to issue shares to that investor according to the agreement’s terms.

What did stockholders decide about Nauticus Robotics’ Series C Convertible Preferred Stock?

Stockholders approved issuing common stock upon conversion of Series C Convertible Preferred Stock. These preferred shares were issued under an Amendment and Exchange Agreement dated December 3, 2025 with certain institutional investors, along with a corresponding Certificate of Designations governing the Series C terms.