Welcome to our dedicated page for Nauticus Robotic SEC filings (Ticker: KITT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nauticus Robotics, Inc. (NASDAQ: KITT) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, and registration-related documents. For a subsea robotics and software company like Nauticus, these filings offer detailed insight into capital structure, preferred stock designations, debt arrangements, and listing compliance actions that are not fully captured in brief news releases.
Recent Form 8-K filings describe material definitive agreements such as Amendment and Exchange Agreements with institutional investors, under which portions of secured convertible term loans and original issue discount senior secured convertible debentures may be exchanged into Series C preferred convertible stock. The filings summarize key terms of the Series C Preferred Stock, including ranking, dividend provisions, conversion mechanics, alternate conversion pricing, triggering events, redemption rights, and covenants that limit additional indebtedness, liens, and certain capital stock issuances.
Other 8-Ks detail an equity purchase facility agreement and related registration rights agreement with an institutional investor, providing for a committed equity line up to a specified amount of common stock over a defined commitment period, subject to Nasdaq exchange caps and stockholder approval. Additional filings reference at-the-market offerings, opinions of counsel, and amendments to the company’s certificate of incorporation, including a 1-for-9 reverse stock split approved by stockholders and implemented to address Nasdaq bid price requirements.
Filings also document Nasdaq listing matters, including deficiency letters regarding minimum market value of listed securities and equity requirements, the company’s hearings before a Nasdaq Hearings Panel, and the imposition of a Panel Monitor. Proxy materials, such as definitive proxy statements and notices of special meetings, explain proposals for stock issuances under Nasdaq Rule 5635, adjournment provisions, and other stockholder approvals tied to financing and capital structure changes.
On Stock Titan, these SEC documents are updated in near real time from EDGAR and are paired with AI-powered summaries that highlight the most important terms, triggers, and structural changes. Users can quickly understand how new preferred stock series, equity facilities, reverse splits, or Nasdaq compliance events may affect KITT common stock, warrants (KITTW), and overall shareholder rights, without reading every page of the underlying filings.
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.
Nauticus Robotics, Inc. reported that its General Counsel and Secretary, John Symington, plans to resign to return to private legal practice. His last day as an officer will be March 27, 2026. Symington has agreed to continue supporting the company as external counsel for at least one month to ensure a transition period.
Nauticus Robotics, Inc. reported an insider Form 4 related to its acquisition of SeaTrepid. SeaTrepid International LLC received 671,551 shares of Common Stock as earn-out consideration, valued at $8.19 per share for calculation purposes under an Asset Purchase Agreement.
The number of earn-out shares was determined on December 22, 2025, using a formula in the agreement, after the right to receive these shares became fixed on March 20, 2025, the closing date. The shares are held by SeaTrepid International LLC. Robert Douglas Christ, President of SeaTrepid, may be deemed to share voting and investment power but disclaims beneficial ownership except for his pecuniary interest.
Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor. The debenture is convertible into 1,717,281 shares of common stock at a conversion price of $0.5942 per share.
The debenture was issued under a previously disclosed securities purchase agreement dated November 4, 2024 and has the same terms as earlier notes, maturing on September 9, 2026 or earlier as permitted. The issuance was an unregistered private offering relying on Section 4(a)(2) and Rule 506 of Regulation D.
Nauticus Robotics, Inc. CEO John W. Gibson Jr. reported several equity transactions involving company stock. On February 23, 2026, he exercised 2,161 Restricted Stock Units (RSUs) at $0.00, converting them into the same number of common shares under the 2022 Omnibus Incentive Plan. The RSUs vest pro rata over three years on February 21, 2025, 2026, and 2027.
On February 24, 2026, Gibson sold 715 shares of common stock at $0.82 per share in a transaction noted as "Sell-Cover," with cash proceeds delivered to the issuer to satisfy tax withholding upon vesting. After these transactions, he held 13,351 shares of common stock directly. The holdings and share amounts are adjusted for a 1-for-9 reverse stock split that occurred in September 2025.
Nauticus Robotics entered a strategic financing agreement with Master Investment Group involving up to $50 million of Series D Convertible Preferred Stock and accompanying warrants. An initial $3 million will fund milestones tied to launching a UAE business unit, with all proceeds dedicated to UAE-related working capital.
The Series D Preferred Stock carries a 10% annual dividend on a $1,000 stated value, ranks senior to common stock, is convertible at the lower of $0.89 per share or recent VWAP, and is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq “Exercise Cap” without shareholder approval. Nauticus may redeem all Series D at 110% of the conversion amount, and the investor faces a two-year lock-up on conversion shares.
Separately, Nauticus issued a $2,000,000 Original Issue Discount Senior Secured Convertible Debenture due 2026, convertible into 3,365,871 common shares at $0.5942 per share, under a previously disclosed securities purchase agreement.
Nauticus Robotics, Inc. held a special stockholder meeting where investors approved several key capital structure proposals. Stockholders backed issuing common shares under an Equity Purchase Facility Agreement and issuing common shares upon conversion of Series C Convertible Preferred Stock under an Amendment and Exchange Agreement, both pursuant to Nasdaq Rule 5635.
They also approved authorizing the board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, at the board’s discretion, and approved the ability to adjourn the meeting if needed. A separate proposal to increase authorized common shares from 625,000,000 to 1,500,000,000 received a majority of votes cast but failed because it did not achieve the required majority of all issued and outstanding shares. A total of 11,234,591 shares, or 40.04% of shares outstanding as of December 22, 2025, were represented in person or by proxy.
Nauticus Robotics, Inc. disclosed that it has entered into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. The exchange transactions rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 3, 2025, the company filed a certificate of designations establishing the rights and preferences of the Series C Convertible Preferred Stock and closed an exchange with three institutional investors, issuing 3,814 Series C preferred shares to them.
Nauticus Robotics entered into Amendment and Exchange Agreements with an institutional investor to swap portions of its existing secured convertible loans and debentures into 3,814 shares of new Series C convertible preferred stock, relying on a registration exemption under Section 3(a)(9). The company also agreed to seek stockholder approval by early 2026 for one or more reverse stock splits up to 250‑for‑1, an increase in authorized common shares from 625,000,000 to 1,500,000,000, and Nasdaq‑compliant approval of all securities issuances tied to these financings.
The Series C Preferred Stock will have a stated value of $1,000 per share, rank senior to common stock on dividends and liquidation, and carry a 10% annual dividend on an as‑converted basis, with the rate rising to up to 18% if certain triggering events occur. Holders can convert at a fixed price of $0.95 per share of common stock or at an alternate price tied to market VWAP with a floor of $0.19, subject to multiple anti‑dilution and adjustment mechanisms. The preferred shares have no regular voting rights but include strict covenants limiting new debt, dividends on junior securities, and additional preferred issuances, along with company and holder redemption and change‑of‑control exchange features.