Nauticus Robotic SEC Filings

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 (KITT) entered a private preferred stock financing with ATW Special Situations II, LLC, issuing 3,000 shares of Series B Convertible Preferred Stock at $980 per share for $2,940,000 on August 8, 2025, with up to 5,000 additional shares available for up to $4,900,000. Each preferred share has a stated value of $1,000 and converts into Common Stock at a fixed Conversion Price of $0.9181 (adjusted to $8.2629 after a one-for-nine reverse split). The Certificate of Designations includes reset mechanics (including an Alternate Conversion Price and a Floor Price of $1.6524 post-reverse-split), anti-dilution adjustments, Triggering Events that can raise the dividend rate to 18% per annum, senior ranking over common stock, conversion limitations (9.99% beneficial ownership cap) and a requirement to reserve sufficient common shares for conversion. The company seeks stockholder approval under Nasdaq rules to permit issuance of conversion shares below the Minimum Price to avoid ownership thresholds that would otherwise require shareholder approval.

Nauticus Robotics agreed on August 6, 2025 to issue 3,000 shares of Series B Convertible Preferred Stock at $980 per share in a private placement to ATW Special Situations II, LLC, for an initial aggregate purchase price of $2,940,000, and closed the initial tranche on August 8, 2025.

The Purchase Agreement allows up to 5,000 additional Series B shares for up to $4,900,000. Each preferred share has a stated value of $1,000 and is convertible into Common Stock. Conversion mechanics include a fixed Conversion Price of $0.9181 (adjusted to $8.2629 after a one-for-nine reverse split) and an Alternate Conversion Floor Price of $0.1836 (adjusted to $1.6524 after the reverse split). Assuming conversion of the 3,000 issued shares, up to 435,682 Common Shares could be issued at $8.2629 (or 1,815,541 at the Floor Price).

The securities contain standard protective features, triggering events that raise the dividend rate up to 18% during defaults, redemption rights on bankruptcy or at company election with a 25% premium, conversion limits (9.99% beneficial ownership cap) and covenants restricting repurchases, dividends and additional indebtedness. Because conversion-price resets could result in issuance below Nasdaq’s Minimum Price and potentially exceed the 20% threshold under Nasdaq Listing Rule 5635(d), the Company seeks stockholder approval of such issuances by no later than November 3, 2025.

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.

William Xavier Kerber III reports beneficial ownership of 1,852,696 shares of Nauticus Robotics common stock, representing 4.4% of the issuer's outstanding shares based on the issuer's recent 10-Q showing 42,267,643 shares outstanding. Mr. Kerber states he has sole voting and dispositive power over these shares and that all shares were acquired with his personal funds without loans.

The filing notes Mr. Kerber ceased to be a beneficial owner of five percent or more as reported in the issuer's recent 10-Q. He reports no transactions in the past 60 days and no contracts, arrangements or understandings with respect to the issuer's securities.