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. 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.
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.