[8-K] Nauticus Robotics, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
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Insights
Nauticus consolidates shares 1-for-8 to preserve Nasdaq listing.
Nauticus Robotics is effecting a 1-for-8 reverse stock split to lift its per-share price and address Nasdaq Capital Market minimum bid requirements. This is a structural change to share count and price, not to the company’s underlying business or total equity value.
The split proportionately adjusts common shares, options, warrants, and other convertibles, with fractional positions rounded up. The company notes that stockholder ownership percentages and voting power are expected to remain essentially the same, aside from minor rounding effects, which keeps dilution dynamics largely unchanged.
Existing Form S-3 and S-8 registration statements will be amended automatically via incorporation by reference and Rule 416(b), reducing the registered share counts to reflect the post-split capital structure. This preserves already-registered capital markets flexibility in a mechanically adjusted form.
8-K Event Classification
4 items: 3.03, 5.03, 8.01, 9.01
4 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Reverse split ratio: 1-for-8
Effective date: April 21, 2026
New CUSIP number: 63911H 405
+1 more
4 metrics
Reverse split ratio
1-for-8
Reverse stock split of common stock effective April 21, 2026
Effective date
April 21, 2026
Date common stock begins trading on a split-adjusted basis
New CUSIP number
63911H 405
Assigned to Nauticus Robotics common stock after the reverse split
Temporary trading suspension time
7:50 p.m. Eastern Time on April 17, 2026
After-market trading of common stock expected to be suspended
Key Terms
reverse stock split, Nasdaq Capital Market, Form S-3, Form S-8, +1 more
5 terms
reverse stock split financial
"A reverse stock split is a corporate action that reduces the number of outstanding shares"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Capital Market financial
"The primary objective of the Reverse Split is to increase the share price to comply with the minimum bid price required by The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Form S-3 regulatory
"Registration Statements No. 333-284675 on Form S-3"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Form S-8 regulatory
"Registration Statements Nos. 333-269349, 333-280824, 333-288641, and 333-294007 on Form S-8"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
Rule 416(b) regulatory
"Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of undistributed shares of common stock deemed to be covered"
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): April 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 17, 2026, Nauticus Robotics, Inc. (the "Company") filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the shares of the Company's common stock, par value $0.0001 per share on April 21, 2026. No fractional shares will be issued in connection with the reverse stock split, but will instead be rounded up to the nearest whole share. The Board of Directors of the Company (the “Board”) approved the Certificate of Amendment to meet the share bid price requirements of the NASDAQ Capital Market. At a special meeting held on January 28, 2026, the Company’s stockholders approved the Board to enact one or more reverse splits of its shares at a range of ratios that includes the Reverse Stock Split ratio.
The Company's common stock is expected to begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital market when the market opens on April 21, 2026. The trading symbol for the Company's common stock will remain "KITT." The Company was assigned a new CUSIP number (63911H 405) in connection with the reverse split.
All options, warrants and other convertible securities of the Company outstanding immediately prior to the effectiveness of the Certificate of Amendment will be adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
Each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged by the Certificate of Amendment, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s common stock will be substantially unaffected.
Item 8.01 Other Events.
On April 17, 2026, the Company issued a press release announcing the Reverse Stock Split of the shares of the Company's common stock, par value $0.0001 per share, to be effective on April 21, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company currently has several active registration statements listed below (the “Registration Statements”) on Form S-3 and on Form S-8 on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8, as applicable. The information incorporated by reference is considered to be part of the prospectus and prospectus supplements included within each of those registration statements. Information in this report is therefore intended to be automatically incorporated by reference into each of the active registration statements listed below, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of undistributed shares of common stock deemed to be covered by each of the Registration Statements will be proportionately reduced to a number of shares of the post-reverse-split common stock, as applicable, giving effect to the Reverse Stock Split. The Registration Statements are as follows: (a) Registration Statements No. 333-284675 on Form S-3; and (b) Registration Statements Nos. 333-269349, 333-280824, 333-288641, and 333-294007 on Form S-8.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 3.1 | Certificate of Amendment | |||||||
| 99.1 | Press Release dated April 17, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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: April 17, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Michael A. Ferrier | ||||||||||
| Name: | Michael A. Ferrier | ||||||||||
| Title: | General Counsel | ||||||||||
Nauticus Robotics Announces 1-for-8 Reverse Stock Split HOUSTON, April 17, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”) today announced that it will proceed with a 1-for-8 reverse stock split (“Reverse Split”) of its outstanding shares of common stock (the “Common Stock”) following approval by its Board of Directors and stockholders. This ratio is within the range approved by stockholders at the special meeting of the Company’s shareholders held on January 28, 2026. What is a Reverse Split? A reverse stock split is a corporate action that reduces the number of outstanding shares of the corporation and proportionately increases their respective share price. In this case, Nauticus is implementing a 1-for-8 reverse stock split, meaning that every 8 shares of our Common Stock will be consolidated into one share and the share price will increase proportionally. Why is Nauticus enacting the Reverse Split? By reducing the number of shares, the per-share stock price of Nauticus’ Common Stock should increase proportionally. The primary objective of the Reverse Split is to increase the share price to comply with the minimum bid price required by The Nasdaq Capital Market. A higher share price can also make the stock more attractive to a broader range of investors, including institutional investors who may have minimum price thresholds for investments. How will the Reverse Split affect current investors? Every 8 shares of Nauticus Common Stock held by shareholders will be automatically combined into one share. Fractional shares will be rounded up to the nearest share. This adjustment will not change the ownership percentages of the company or change the overall value of Nauticus, and the share price should be adjusted accordingly. Current shareholders will retain the same ownership percentage in Nauticus as before the Reverse Split. When will the Reverse Split be effective? The reverse stock split is expected to become effective on April 21, 2026. After-market trading of shares in Nauticus’ Common Stock is expected to be suspended temporarily at 7:50 p.m. Eastern Time on April 17, 2026. Nauticus expects the Common Stock will begin trading on a post-split basis at the market open on April 21, 2026 under the symbol “KITT” with the new CUSIP number 63911H 405. Do shareholders need to take any action in connection with the Reverse Split? Shareholders holding their shares electronically in book-entry form are not required to take any action to receive the post-split shares. Shareholders who hold certificated shares will receive instructions from Continental Stock Transfer and Trust, our transfer agent who is acting as the exchange agent for the Reverse Split. Where can I find additional information?
Additional information about the Reverse Split can be found in Nauticus’ definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission on December 29, 2025. About Nauticus Robotics Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company’s business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus’ approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/ Cautionary Language Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus’ products; estimated operating results and use of cash; and Nauticus’ use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including Nauticus’ most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.