Nauticus Robotics, Inc.

Nauticus Robotics, Inc. filed an S-1/A to register up to 181,159,420 shares of common stock for resale by a selling stockholder under an Equity Purchase Facility Agreement worth up to $250 million. While the company will receive proceeds from selling shares to the stockholder, the agreement poses risks of substantial dilution and potential stock price decline. The filing also highlights the independent auditor's expression of substantial doubt about the company's ability to continue as a going concern, citing recurring net losses and negative cash flows.

Nauticus Robotics, Inc. announced that its shareholders approved an amendment to the 2022 Omnibus Incentive Plan at the 2026 Annual Meeting of Shareholders on May 27, 2026. This amendment increases the number of shares available for issuance under the plan to 6,000,000. The Board of Directors had previously approved this amendment, which became effective on May 27, 2026.

Nauticus Robotics, Inc. entered into a Third Amendment to its Senior Secured Term Loan Agreement on June 1, 2026. This amendment reduces the conversion price of loans into common stock to $1.80 per share, effective until June 15, 2026. This follows previous amendments on October 25, 2025, and May 11, 2026, which also adjusted the conversion price from the initial $6.00. The company continues to manage its convertible debt obligations through these adjustments.

Nauticus Robotics, Inc. reported a net loss of $9.27 million for Q1 2026, widening from $7.57 million in Q1 2025, with revenue slightly decreasing to $159,575. The company expressed substantial doubt about its ability to continue as a going concern due to recurring losses and insufficient revenue. Cash and cash equivalents declined to $5.29 million, and the company continued to rely on ATM offerings and debentures for liquidity. The company also effected two reverse stock splits in September 2025 and April 2026.

Nauticus Robotics appointed Brian Allen as Chief Revenue Officer to lead commercial strategy in EMEA and global technology licensing, aiming to accelerate ToolKITT™ market adoption. The company also amended its Asset Purchase Agreement, modifying payment terms for the $16 million acquisition of SeaTrepid assets. Additionally, Nauticus Robotics entered a Second Amendment to its Term Loan Agreement, reducing the conversion price to $2.20 until May 21, 2026, and issued a $1,556,122.00 convertible debenture to an institutional investor.

Nauticus Robotics, Inc. filed an S-1 registration statement for the resale of up to 103,741,100 shares of common stock by a selling stockholder. These shares are primarily related to an Equity Purchase Facility Agreement (EPFA) from October 2025, under which the selling stockholder committed to purchase up to $250 million of newly issued common stock. While the company will not receive proceeds from the selling stockholder's resales, it expects to receive up to $250 million from sales to the stockholder under the EPFA for working capital and general corporate purposes. The company also noted its recent compliance with Nasdaq listing requirements, though it remains under a mandatory monitoring period.

Nauticus Robotics, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company reported an aggregate market value of $33,564,504 for its common stock held by non-affiliates as of June 30, 2025. The filing also confirms the company's status as a non-accelerated filer, smaller reporting company, and emerging growth company.

Nauticus Robotics, Inc. announced a 1-for-8 reverse stock split of its common stock, effective April 21, 2026. This corporate action is being taken to satisfy the minimum bid price requirements for continued listing on the NASDAQ Capital Market. Fractional shares resulting from the split will be rounded up to the nearest whole share, and all outstanding convertible securities will be adjusted proportionally.

Nauticus Robotics, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2025. As of June 30, 2025, the aggregate market value of its common stock held by non-affiliates was $33,564,504, representing 4,118,344 shares. The company confirmed its status as a non-accelerated, smaller reporting, and emerging growth company, and stated it has filed all required reports.

Nauticus Robotics filed an amendment to its original Form 8-K to include additional disclosure regarding the Asset Purchase Agreement with SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, and Remote Inspection Technologies, L.L.C. The company is acquiring substantially all of the assets and certain specified liabilities of the Sellers related to applied robotic solutions, as originally disclosed on March 5, 2025.