Nauticus Robotics, Inc. filings document the public-company record for a subsea robotics and software business with common stock and warrants listed on Nasdaq. Its reports cover material events, operating and financial results, Nasdaq listing compliance, late-filing notices, governance changes and the completed SeaTrepid asset acquisition that expanded commercial ROV services.
Proxy and current-report filings also disclose shareholder voting matters, director elections, auditor ratification, reverse-split authority, authorized-share proposals, incentive-plan amendments, convertible debentures, Series C preferred stock exchanges, unregistered securities issuances and capital-structure information.
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 is registering up to 181,159,420 shares of common stock for resale by a single selling stockholder under an equity purchase facility. The filing also covers 6,661 commitment fee shares tied to a $100,000 fee. An October 2025 Facility Agreement allows SZOP Opportunities I LLC to buy up to $250 million of newly issued stock, based on a volume‑weighted pricing formula and an assumed price of $1.38 per share. Nauticus will not receive proceeds from the selling stockholder’s market resales but may receive up to $250 million from primary sales into the facility, which it plans to use for working capital and general corporate purposes. Shares outstanding could rise from 6,840,174 to 187,959,073 if all registered shares are issued, implying very heavy dilution. The prospectus highlights risks including dilution from variable‑price issuances, potential downward pressure from resales and short‑selling by third parties, Nasdaq listing vulnerabilities, and an auditor’s substantial doubt about the company’s ability to continue as a going concern.
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, Inc. reported very limited Q1 2026 revenue of $159,575 and a net loss of $9,266,081, showing the business is still in an early, cash‑consuming stage. Cash and cash equivalents were $5,285,230, while net cash used in operating activities was $7,005,769.
Total assets were $40,209,438 against total liabilities of $35,962,203, leaving stockholders’ equity of $4,247,235. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next twelve months, given recurring losses, high debt and the need to raise additional capital.
The company relies on an at‑the‑market share offering program and convertible debentures and term loans, many held by related parties, to fund operations. Common stock underwent 1‑for‑9 and 1‑for‑8 reverse splits to maintain Nasdaq listing requirements, and revenue remains highly concentrated in a small number of customers.
Nauticus Robotics, Inc. is registering up to 103,741,100 shares of common stock for resale by a single selling stockholder under an equity purchase facility. These include up to 103,734,439 shares that may be issued over time under a $250 million Equity Purchase Facility Agreement and 6,661 shares already issued as a $100,000 commitment fee.
The company is not selling shares directly in this prospectus and will not receive proceeds from the stockholder’s resales, but can raise up to $250 million by selling newly issued shares to the stockholder at prices linked to market trading. Common shares outstanding were 5,002,925 as of May 11, 2026, and could rise to 108,744,025 if all facility shares are issued at an assumed price of $2.41. The facility is subject to a 9.99% beneficial ownership cap and Nasdaq rules. Nauticus develops autonomous subsea robotic systems serving offshore energy and defense markets.
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. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment is filed solely to provide corrected Section 302 and Section 906 certifications from the chief executive officer and chief financial officer, with no changes to the financial statements or other disclosures.
The document also notes that the aggregate market value of Common Stock held by non-affiliates was $33,564,504 as of June 30, 2025, based on 4,118,344 shares at a closing price of $8.15. As of April 14, 2026, there were 34,877,145 shares of Common Stock outstanding.