Nauticus Robotic 8-K Filings

Nauticus Robotics, Inc. created a new direct financial obligation by issuing an Original Issue Discount Senior Secured Convertible Debenture due 2026, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor on July 20, 2026.

The Additional Note is convertible into 197,369 shares of common stock at a conversion price of $7.60 per share and is scheduled to mature on September 9, 2026, subject to earlier repayment as provided in the note. It was issued under a November 4, 2024 securities purchase agreement on the same terms as existing notes and was offered without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 of Regulation D.

Nauticus Robotics, Inc. has created a new class of preferred equity as part of a previously disclosed financing. On July 6, 2026, the company filed a Certificate of Designation establishing up to 50,000 shares of Series D Convertible Preferred Stock. Each share has a stated value of $1,000 and carries 10% per annum cumulative dividends, meaning unpaid dividends accumulate over time. The Series D is convertible into common stock under specified terms, including Nasdaq stockholder approval requirements, and also carries liquidation, redemption and voting rights. The filing is tied to a Securities Purchase Agreement with Master Investment Group and represents a material modification to the rights of existing security holders.

Nauticus Robotics, Inc. is furnishing an updated June 2026 investor presentation outlining its strategy in subsea robotics and autonomy. Management highlights a targeted 10–20x return through revenue scaling and valuation multiple expansion, built on an integrated services, hardware, and software platform.

The presentation describes a projected $36 billion total addressable market by 2030 as subsea work shifts from human-operated to autonomous systems, and contrasts Nauticus’ position with larger industry peers. It outlines plans to move from project-based revenue toward higher-margin software and technology-enabled services, with a projected blended gross margin above 50% as the mix shifts.

Leadership notes that revenue tripled in 2025 and presents a plan with four growth engines aimed at increasing revenue from about $5 million to over $50 million over the next 3–5 years, supported by a stated $840 million pipeline. The company also cites “up to $50 million” of funding availability with a partner and an expected future compound annual growth rate greater than 100%, positioning Nauticus as a potential leader in emerging autonomous subsea operations.

Nauticus Robotics, Inc. entered into an exchange agreement with an institutional lender to convert approximately $4.0 million of secured convertible term loan indebtedness, including accrued interest, into 4,800 shares of its Series C Convertible Preferred Stock. The stated value of these preferred shares is approximately $4.8 million.

The exchange eliminates about $4.0 million of debt from Nauticus’ balance sheet and increases stockholders’ equity, and is expected to support ongoing efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements. The lender also gained the right, under specified conditions, to require additional exchanges of remaining indebtedness into Series C Preferred Stock.

Nauticus Robotics, Inc. filed an amended current report to add details about changes to its 2022 Omnibus Incentive Plan. Shareholders at the 2026 Annual Meeting on May 27, 2026 approved an amendment increasing the number of shares available for issuance under the plan to 6,000,000 shares.

The board had previously approved the amendment, subject to shareholder approval, and it became effective immediately after the Annual Meeting. Further details are incorporated by reference from the April 17, 2026 proxy statement, and the full amended plan is filed as Exhibit 10.1.

Nauticus Robotics, Inc. updated the terms of its senior secured term loan by signing a Third Amendment with all lenders. The Loans, originally convertible into common stock at a $6.00 conversion price, will now be convertible at $1.80 per share for the period ending June 15, 2026. This follows earlier temporary reductions to $1.76 and $2.20 under prior amendments, further increasing the number of shares that could be issued if lenders elect to convert during the new window.

Nauticus Robotics, Inc. reported shareholder voting results from its annual meeting held on May 27, 2026. Shareholders elected Dr. Jim Bellingham and Dr. Adam Sharkawy as Class I directors to serve until the 2029 annual meeting and ratified WithumSmith + Brown as independent auditor for 2026.

Investors also authorized the Board to enact one or more reverse stock splits of the common stock at ratios between one-for-five and one-for-250, and approved an amendment to the 2022 Omnibus Incentive Plan increasing available shares to 6,000,000. A proposal to increase authorized common stock from 625,000,000 to 1,500,000,000 received majority support of votes cast but failed because it did not obtain approval from a majority of all outstanding shares. A total of 12,428,658 shares, or 35.61% of the 34,900,303 shares outstanding as of April 15, 2026, were represented in person or by proxy.

Nauticus Robotics reports several capital and leadership updates. The company previously completed a $16 million acquisition of assets from SeaTrepid entities and has now signed Amendment No. 2 to that asset purchase agreement, revising certain payment terms. It also entered a Second Amendment to its Senior Secured Term Loan Agreement, temporarily reducing the loan conversion price to $2.20 per share for the period ending May 21, 2026, from an initial $6.00 and a prior temporary $1.76. Nauticus issued an additional Original Issue Discount Senior Secured Convertible Debenture with aggregate principal of $1,556,122, convertible into 204,753 common shares at a $7.60 conversion price, maturing on September 9, 2026. Separately, the company appointed Brian Allen as Chief Revenue Officer to lead commercial strategy across EMEA and global technology licensing.

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.

Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following approval by its board and stockholders. The move is intended to increase the share price to meet the Nasdaq Capital Market minimum bid requirement.

Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share. Trading on a split-adjusted basis is expected to begin on April 21, 2026 under the symbol “KITT” with a new CUSIP number. Outstanding options, warrants, and other convertible securities will be proportionately adjusted, and existing registration statements on Forms S-3 and S-8 will be automatically updated under Rule 416(b). The company states that ownership percentages and voting power should remain essentially unchanged aside from rounding.

Nauticus Robotics, Inc. completed an asset acquisition of applied robotic solutions businesses for a total value of $16 million under an Asset Purchase Agreement with several SeaTrepid entities. The package includes $4 million cash at closing, $4 million cash payable on or before September 30, 2025, Earn-Out Shares valued at $5.5 million, and the assumption of $2.5 million of seller liabilities.

An aggregate amount of newly issued common stock, called the Earn-Out Shares, worth $5.5 million may be issued if specified earn-out performance thresholds are met during the period from closing through six months after closing. The amendment filing also updates cross-references so that the acquisition and related direct financial obligation are properly described and incorporated.

Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity. On March 27, 2026, an institutional investor exchanged the full principal of a $2,000,000 original issue discount senior secured convertible debenture issued on February 9, 2026 into 2,023 shares of Series C preferred convertible stock. The transaction was completed under previously disclosed Exchange Agreements and relied on the Section 3(a)(9) exemption from registration under the Securities Act, meaning no new cash was raised and the securities involved cannot be publicly offered or sold in the U.S. without registration or another exemption.

Nauticus Robotics, Inc. reported that its General Counsel and Secretary, John Symington, plans to resign to return to private legal practice. His last day as an officer will be March 27, 2026. Symington has agreed to continue supporting the company as external counsel for at least one month to ensure a transition period.

Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor. The debenture is convertible into 1,717,281 shares of common stock at a conversion price of $0.5942 per share.

The debenture was issued under a previously disclosed securities purchase agreement dated November 4, 2024 and has the same terms as earlier notes, maturing on September 9, 2026 or earlier as permitted. The issuance was an unregistered private offering relying on Section 4(a)(2) and Rule 506 of Regulation D.

Nauticus Robotics entered a strategic financing agreement with Master Investment Group involving up to $50 million of Series D Convertible Preferred Stock and accompanying warrants. An initial $3 million will fund milestones tied to launching a UAE business unit, with all proceeds dedicated to UAE-related working capital.

The Series D Preferred Stock carries a 10% annual dividend on a $1,000 stated value, ranks senior to common stock, is convertible at the lower of $0.89 per share or recent VWAP, and is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq “Exercise Cap” without shareholder approval. Nauticus may redeem all Series D at 110% of the conversion amount, and the investor faces a two-year lock-up on conversion shares.

Separately, Nauticus issued a $2,000,000 Original Issue Discount Senior Secured Convertible Debenture due 2026, convertible into 3,365,871 common shares at $0.5942 per share, under a previously disclosed securities purchase agreement.

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.

Nauticus Robotics, Inc. disclosed that it has entered into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. The exchange transactions rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 3, 2025, the company filed a certificate of designations establishing the rights and preferences of the Series C Convertible Preferred Stock and closed an exchange with three institutional investors, issuing 3,814 Series C preferred shares to them.

Nauticus Robotics entered into Amendment and Exchange Agreements with an institutional investor to swap portions of its existing secured convertible loans and debentures into 3,814 shares of new Series C convertible preferred stock, relying on a registration exemption under Section 3(a)(9). The company also agreed to seek stockholder approval by early 2026 for one or more reverse stock splits up to 250‑for‑1, an increase in authorized common shares from 625,000,000 to 1,500,000,000, and Nasdaq‑compliant approval of all securities issuances tied to these financings.

The Series C Preferred Stock will have a stated value of $1,000 per share, rank senior to common stock on dividends and liquidation, and carry a 10% annual dividend on an as‑converted basis, with the rate rising to up to 18% if certain triggering events occur. Holders can convert at a fixed price of $0.95 per share of common stock or at an alternate price tied to market VWAP with a floor of $0.19, subject to multiple anti‑dilution and adjustment mechanisms. The preferred shares have no regular voting rights but include strict covenants limiting new debt, dividends on junior securities, and additional preferred issuances, along with company and holder redemption and change‑of‑control exchange features.

Nauticus Robotics (KITT) filed an administrative update, submitting the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 tied to its previously disclosed at‑the‑market offering. The filing also includes a related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). This update documents legal support for the existing ATM program and does not introduce new financing terms.

Nauticus Robotics, Inc. filed an 8-K to report routine exhibit updates tied to prior capital markets documentation. The company filed an opinion of Norton Rose Fulbright US LLP related to its previously reported at-the-market offering and a consent of Whitley Penn LLP related to its Registration Statement on Form S-3/A.

The exhibits include Exhibit 5.1 (legal opinion), Exhibit 23.1 (consent contained within Exhibit 5.1), Exhibit 23.2 (auditor consent), and Exhibit 104 (cover page Inline XBRL). The filing is administrative in nature and does not announce operational or financial results.

Nauticus Robotics (KITT) announced an equity purchase facility with an institutional investor, giving the company the right, but not the obligation, to sell up to $250.0 million of common stock over a 24‑month period, subject to conditions. Sales occur at the company’s discretion via Advance Notices at prices tied to Market Price, and are limited by Nasdaq’s 19.99% exchange cap unless stockholders approve a higher issuance.

The investor’s beneficial ownership is capped at 9.99% immediately after any issuance. Nauticus will pay a $100,000 commitment fee in cash or shares based on the lowest Daily VWAP over the 10 trading days before the Effective Date. A resale registration must be filed within 30 days and be declared effective by the earlier of the 90th day after filing or the fifth business day after the SEC indicates no review.

The company also temporarily reduced the conversion price on its term loan to $1.76 through November 7, 2025. Additionally, Nauticus disclosed a press release stating it agreed with existing debtholders to convert $3.7M of debt into common equity and entered a letter of intent to exchange certain existing debt into convertible preferred stock.

Nauticus Robotics (KITT) reported a Nasdaq listing deficiency. On October 16, 2025, the company received notice that its market value of listed securities was below the $35,000,000 minimum for 30 consecutive trading days under Rule 5550(b)(2) and that it also did not meet the alternative equity standard.

Nasdaq previously confirmed compliance with the equity requirement on February 18, 2025, but imposed a Panel Monitor through February 18, 2026. During this period, any new deficiency can trigger an immediate Staff Delisting Determination without a cure period. The company intends to request a hearing, which stays any suspension or delisting during the process, and is evaluating corporate or market-based actions to regain compliance.

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.

Nauticus Robotics, Inc. filed a current report to provide legal documentation related to a previously disclosed at-the-market stock offering. The company furnished the opinion of its outside counsel, Norton Rose Fulbright US LLP, as an exhibit confirming the legal validity of the securities associated with that program. A related consent from the same law firm is also included, along with the standard electronic cover page data file. This is an administrative update that supplies supporting legal exhibits rather than introducing new financial results or transactions.

Nauticus Robotics, Inc. approved a 1-for-9 reverse stock split of its common stock, to take effect on September 5, 2025. Every nine existing shares will be combined into one share, and any fractional shares will be rounded up to the nearest whole share.

The reverse split was authorized by stockholders on June 25, 2025 and approved by the board to help meet the share bid price requirements of the Nasdaq Capital Market. Nauticus common stock will begin trading on a split-adjusted basis on Nasdaq on September 5, 2025 under the same symbol "KITT" with a new CUSIP number 63911H 306.

All outstanding options, warrants and other convertible securities will be proportionally adjusted under their governing plans and agreements. The company states that each stockholder’s percentage ownership and voting power will remain virtually unchanged aside from minor rounding effects, and that the rights and privileges of common stockholders will be substantially unaffected.

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.

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.

Nauticus Robotics amended a prior report to correct Inline XBRL cover-page tagging and to add a reference to Exhibit 104. The company entered into a Securities Purchase Agreement with an institutional investor and designated 50,000 shares of Series B Convertible Preferred Stock, issuing 3,000 shares in the initial closing for proceeds of $2.94 million. Each Series B share has a stated value of $1,000, was sold at $980 per share at the initial closing, and is convertible into common stock at a fixed Conversion Price of $0.9181. Holders accrue a 10% per annum dividend on an as-if-converted basis, have no voting rights, and the company may redeem all outstanding Series B shares at a 25% redemption premium to specified conversion-based measures.

Nauticus Robotics entered into a private securities purchase agreement to sell Series B Convertible Preferred Stock to an institutional investor. The company designated 50,000 shares of Series B Preferred and completed an initial closing issuing 3,000 shares for an aggregate purchase price of $2,940,000 at a purchase price of $980 per share; each share has a stated value of $1,000 and will be fully paid and non-assessable.

The Series B carries a 10% per annum dividend on an as-if converted basis tied to dividends actually paid on common stock, no voting rights, and conversion features allowing holders to convert at a fixed Conversion Price of $0.9181 (subject to adjustment) or an Alternate Conversion Price upon certain triggering events. The company may redeem all outstanding Series B shares at a 25% redemption premium to specified valuation measures. Full terms are in the Certificate of Designation filed as an exhibit.

Nauticus Robotics (KITT) filed an 8-K announcing a private placement of Series B Convertible Preferred Stock. On 6 Aug 2025 the company signed a Securities Purchase Agreement with a single institutional investor to issue 3,000 Series B shares at $980 each, raising $2.94 million at the initial closing (expected 7 Aug 2025). The investor may purchase up to an additional 5,000 shares, bringing total gross proceeds to $7.84 million.

Key terms of the Series B Preferred:

• Stated value: $1,000; issue price: $980 (2% discount).
• Dividend: 10% p.a., payable in common shares or capitalized; escalates to 18% upon Triggering Events.
• Seniority: Ranks senior to all existing equity, including Series A.
• Conversion price: fixed at $0.9181; holder may elect an Alternate Conversion Price as low as the greater of $0.1836 floor or 98% of the 10-day VWAP, creating a downward-adjustable feature.
• Company must reserve 100% of shares needed for conversion and seek shareholder approval by 3 Nov 2025 for potential issuances below the fixed price.
• Optional company redemption and change-of-control exchange require 25% premiums; Bankruptcy Triggering Events mandate immediate cash redemption on similar terms.

The securities are issued under Section 4(a)(2)/Reg D and are unregistered, restricted shares. No voting rights are attached to the Series B, but extensive covenants limit additional debt, dividends, and senior securities. Exhibit 3.1 provides the Certificate of Designations; Exhibit 10.1 contains the purchase agreement.

On 25 Jul 2025, Nauticus Robotics (NASDAQ: KITT) filed an 8-K reporting a senior finance transition. Interim CFO Victoria Hay resigned but will remain as an outside consultant via Flexible Consulting LLC. The Board simultaneously appointed Jimena Begaries (age 43) as Interim CFO and principal accounting officer.

Begaries brings 20+ years of finance experience at Weatherford International (NASDAQ: WFRD), including North America Offshore Operational Controller (Dec 2021–Apr 2025) and Director of Consolidations & Internal Reporting (Apr 2019–Nov 2021). She has consulted for Nauticus since Apr 2025. Under a Flexible Consulting contract, she will earn $22,000 per month plus up to $1,000 in expense reimbursement. No related-party or family relationships were disclosed.

The company furnished, but did not file, a press release (Exhibit 99.1) dated 28 Jul 2025 announcing the appointment. The 8-K contains no financial results, guidance, or transactional details; its scope is limited to the CFO change and associated compensation.

Nauticus Robotics (Nasdaq:KITT) filed an 8-K reporting results of its 25 June 2025 annual shareholder meeting.

Key outcomes:

• Shareholders authorized the Board to execute a reverse stock split at any ratio from 1-for-2 to 1-for-9 (13.15 M for; 4.17 M against; 0.31 M abstain).
• Approved amendment to the 2022 Omnibus Incentive Plan, raising the share reserve to 2,750,000 (5.48 M for; 1.56 M against; 0.33 M abstain; 10.25 M broker non-votes).
• Elected William H. Flores as Class III director (6.63 M for; 0.75 M withheld).
• Ratified Whitley Penn LLP as independent auditor for 2025 (16.39 M for; 0.69 M against).
• Adjournment authority proposal passed.

Total votes represented: 17.63 M (50.14 % of outstanding shares).