Nauticus Robotics, Inc. SEC Filings

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) launched a prospectus supplement for an at-the-market offering of up to $1,600,000 of common stock through H.C. Wainwright & Co. as sales agent or principal. The filing reflects a 1-for-9 reverse stock split effective September 5, 2025. Sales may occur on Nasdaq or by other permitted methods, with a fixed 3.0% commission to Wainwright. The company intends to use any net proceeds for working capital and general corporate purposes.

From June 30, 2025 through this supplement’s date, the company issued and sold 1,182,704 shares on a post‑Reverse Split basis for gross proceeds of approximately $5.42 million and net proceeds of approximately $5.19 million under the same ATM program. As an illustration, the company notes up to 528,053 shares could be sold at $3.03 per share. The supplement also highlights Nasdaq continued listing risks, including an October 16, 2025 deficiency notice for market value of listed securities, and states the company intends to request a hearing before the Nasdaq Hearings Panel.

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, 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 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, 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.