[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

Omeros Corporation (OMER) filed a Form 4 disclosing that non-employee director Dr. Leroy E. Hood received an annual stock-option grant for 15,000 shares on 27 Jun 2025. The option carries a $3.20 exercise price, a 10-year term expiring 27 Jun 2035, and will vest in full the day before the 2026 annual shareholder meeting provided he remains a director. No open-market purchases or sales of common stock were reported, and Table I shows no change in non-derivative share ownership. The filing reflects routine director compensation and represents a negligible portion of Omeros’ total shares outstanding, implying minimal immediate dilution or market impact.

Insights

Securities Analyst

TL;DR: Routine annual option grant; neutral impact on valuation or sentiment.

This Form 4 records the standard 15 k option award for non-employee directors under Omeros’ compensation policy. The $3.20 strike aligns with prevailing market levels, so the grant is neither a bargain purchase nor a bullish signal. With tens of millions of shares outstanding, 15 k options are immaterial for dilution and unlikely to influence trading dynamics. Because no open-market transactions occurred, the filing offers limited insight into insider conviction. I view the disclosure as administrative and not materially impactful for investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 942-9069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

A copy of the opinion of Norton Rose Fulbright US LLP relating to the at-the-market offering previously reported in the Current Report on Form 8-K filed on May 20, 2024 is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

5.1

Opinion of Norton Rose Fulbright US LLP

23.1

Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1 above)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What insider activity did OMER report on the July 1, 2025 Form 4?

Director Dr. Leroy E. Hood received an option to purchase 15,000 shares at $3.20 per share.

When will the 15,000 OMER options vest and expire?

They fully vest the day before the 2026 annual meeting and expire on 27 Jun 2035.

Were any OMER common shares bought or sold in the filing?

No. The Form 4 lists only the option grant; no open-market share transactions occurred.

Does the option grant materially dilute existing shareholders?

The 15,000-share grant is immaterial relative to Omeros’ total share count; dilution impact is negligible.

Is this option award part of a pre-established compensation policy?

Yes. Omeros automatically grants each long-serving non-employee director 15,000 options at every annual meeting.