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. officer Michael Anthony Ferrier, who serves as General Counsel and Secretary, has filed a Form 3, establishing his status as a reporting person for KITT. The filing lists no transactions, no derivative positions, and no holding entries in the summarized data.
Material Impact Fund II and affiliates have amended their Schedule 13D to report a sizable stake in Nauticus Robotics, Inc. common stock. The group now beneficially owns 11,719,649 shares, representing 25.2% of Nauticus’s common stock, including both shares currently held and securities convertible into shares.
The position consists of common stock, private warrants, term loans that are convertible into common stock, Series A Preferred Stock convertible at a stated conversion price, and accrued dividend shares. One director, Adam Sharkawy, also holds 3,048 shares individually, bringing his total beneficial ownership to 11,722,697 shares, or 25.2% of the class. The filing notes that, aside from the transactions described, the reporting persons have not traded Nauticus securities in the past 60 days.
Nauticus Robotics, Inc. is asking shareholders to approve several major governance and capital structure changes at its May 27, 2026 annual meeting. Proposals include electing two Class I directors, ratifying WithumSmith + Brown as auditor, and authorizing the board to implement one or more reverse stock splits at cumulative ratios between one-for-5 and one-for-250, with fractional shares rounded up.
The company is also seeking to increase authorized common stock from 625,000,000 to 1,500,000,000 shares and to raise the share pool under its 2022 Omnibus Incentive Plan to 6,000,000 shares. As of April 15, 2026, 34,900,303 common shares were outstanding, each with one vote. Significant related-party financing and preferred stock conversions involving ATW-affiliated entities and Material Impact Fund II, L.P. are detailed, alongside board structure, committee memberships, director independence, and director compensation.
Nauticus Robotics, Inc. reported 2025 results showing commercial progress alongside continued losses. Revenue increased to $5.3 million from $1.8 million in 2024, while the company recorded a $40.8 million net loss and ended the year with approximately $7.0 million of cash and cash equivalents. Nauticus completed the acquisition of SeaTrepid, certified ToolKITT on light work‑class ROVs, and conducted its first paid commercial operation on a retrofitted system. Aquanaut remained central with three vehicles (two operational, one under assembly). Shares outstanding were 34,877,145 as of April 14, 2026.
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. filed its annual report describing a robotics business focused on fully electric autonomous subsea systems, defense solutions and ROV services. The company reported net losses of $40.8 million in 2025 and $134.9 million in 2024 and continued negative operating cash flows.
Nauticus highlighted its Aquanaut autonomous vehicles, ToolKITT software and Olympic Arm manipulator, plus a 2025 asset acquisition of SeaTrepid and a strategic subsea alliance with Leidos. The report details significant use of convertible preferred stock, debentures and senior secured term loans to fund operations and notes a material weakness in internal controls under remediation.
Nauticus Robotics, Inc. is asking shareholders to approve six proposals at its May 27, 2026 Annual Meeting, including election of two Class I directors, ratification of WithumSmith + Brown as auditor, authorization for one or more reverse stock splits at ratios between 1-for-5 and 1-for-250, an increase in authorized Common Stock from 625,000,000 to 1,500,000,000, and an increase in available shares under its 2022 Omnibus Incentive Plan to 6,000,000. The record date for voting is in April 2026, and the proxy materials (including the 2025 Annual Report on Form 10-K) will be mailed on or about April [•], 2026. The Board recommends voting FOR all items.
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. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is reassessing whether its Series A, B and C Convertible Preferred Stock should be classified as equity rather than debt. The company states it expects to file the Form 10-K by April 15, 2026.
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.