Nauticus Robotic SEC Filings

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.

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.

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.

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. 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. 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.

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.

Nauticus Robotics, Inc. filed its annual report describing a robotics business focused on fully electric autonomous subsea systems, defense solutions and ROV services. The company reported net losses of $40.8 million in 2025 and $134.9 million in 2024 and continued negative operating cash flows.

Nauticus highlighted its Aquanaut autonomous vehicles, ToolKITT software and Olympic Arm manipulator, plus a 2025 asset acquisition of SeaTrepid and a strategic subsea alliance with Leidos. The report details significant use of convertible preferred stock, debentures and senior secured term loans to fund operations and notes a material weakness in internal controls under remediation.

Nauticus Robotics, Inc. filed its annual report describing a robotics business focused on fully electric autonomous subsea systems, defense solutions and ROV services. The company reported net losses of $40.8 million in 2025 and $134.9 million in 2024 and continued negative operating cash flows.

Nauticus highlighted its Aquanaut autonomous vehicles, ToolKITT software and Olympic Arm manipulator, plus a 2025 asset acquisition of SeaTrepid and a strategic subsea alliance with Leidos. The report details significant use of convertible preferred stock, debentures and senior secured term loans to fund operations and notes a material weakness in internal controls under remediation.

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 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 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. 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. 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.