Nauticus Robotics, Inc. SEC Filings

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.

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.

Nauticus Robotics reported service revenue of $2,075,566 for the quarter, up from $501,708 a year earlier, driven by service contracts and the March 20, 2025 acquisition of SeaTrepid. The company recorded an operating loss of $6,371,227 for the quarter and a six-month net loss of $15,021,363, an improvement from a six-month net loss of $68,297,961 the prior year. Cash rose to $2,663,404 and the company generated $19.4 million of financing proceeds in the six months (gross ATM proceeds $20.14M, net $19.44M), while operating activities used $14.01 million of cash in the six months. Total assets increased to $41.88 million, reflecting $10.65 million of goodwill and higher property and equipment from the SeaTrepid acquisition (total purchase price ~$14.35M including earnout). Total liabilities were $47.56 million, leaving a stockholders' deficit of $(5.68) million. Management discloses potential need for additional liquidity but notes investor support to continue as a going concern for at least one year.

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.