Nauticus Robotic SEC Filings

RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock. The entity reports 782,829 shares of common stock held directly.

It also holds 4,800 shares of Series C Convertible Preferred Stock with a stated value of $1,000 per share, for an aggregate stated value of $4,800,000. This Series C preferred was acquired on June 26, 2026 under an Exchange Agreement and is convertible into 631,579 shares of common stock at $7.60 per share, subject to stockholder approval under Nasdaq Listing Rule 5635. The preferred stock has no expiration date and reflects a conversion of $4,000,000 of senior secured term loan debt at a 20% premium.

Nauticus Robotics, Inc. is furnishing an updated June 2026 investor presentation outlining its strategy in subsea robotics and autonomy. Management highlights a targeted 10–20x return through revenue scaling and valuation multiple expansion, built on an integrated services, hardware, and software platform.

The presentation describes a projected $36 billion total addressable market by 2030 as subsea work shifts from human-operated to autonomous systems, and contrasts Nauticus’ position with larger industry peers. It outlines plans to move from project-based revenue toward higher-margin software and technology-enabled services, with a projected blended gross margin above 50% as the mix shifts.

Leadership notes that revenue tripled in 2025 and presents a plan with four growth engines aimed at increasing revenue from about $5 million to over $50 million over the next 3–5 years, supported by a stated $840 million pipeline. The company also cites “up to $50 million” of funding availability with a partner and an expected future compound annual growth rate greater than 100%, positioning Nauticus as a potential leader in emerging autonomous subsea operations.

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. 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. 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.

Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following Board and stockholder approval. Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share.

The move is intended to help the company meet the minimum bid price requirements of The Nasdaq Capital Market. Outstanding options, warrants and other convertible securities will be adjusted to reflect the new share count, while stockholders’ percentage ownership and voting power are expected to remain largely unchanged.