Nauticus Robotics, Inc.

Nauticus Robotics, Inc. reported a going concern warning due to recurring losses and insufficient revenue to cover operating expenses. For Q2 2026, revenue decreased by 57.3% to $885,947, and net loss widened by 49.1% to $(11,115,971). Cash and cash equivalents significantly declined by 80.4% since December 2025, and the company relies heavily on a few customers for its revenue.

Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture totaling $1,500,000.00 to an institutional investor on July 20, 2026. This debenture is convertible into 197,369 shares of the company's common stock at a conversion price of $7.60 per share. The Additional Note, which matures on September 9, 2026, was issued under a previously established Securities Purchase Agreement from November 2024 and was not registered under the Securities Act.

Nauticus Robotics, Inc. announced the establishment of its Series D Convertible Preferred Stock by filing a Certificate of Designations with the State of Delaware on July 6, 2026. This action formalizes the terms of a previously disclosed Securities Purchase Agreement from February 6, 2026. The Series D Preferred Stock, consisting of up to 50,000 shares, has a stated value of $1,000 per share, cumulative dividends of 10% per annum, and includes conversion rights into common stock, liquidation preferences, redemption, and voting rights.

Nauticus Robotics, Inc. has filed an updated investor presentation for June 2026, outlining its strategic vision and growth trajectory. The company aims to scale revenue from $5M to over $50M in the next 3-5 years, targeting a $36 billion subsea robotics market by 2030. The presentation highlights a projected blended gross margin exceeding 50% and details four growth engines, including software licensing and geographic expansion.

Nauticus Robotics, Inc. announced an Exchange Agreement with an institutional investor to convert approximately $4.0 million of outstanding secured convertible term loans, including accrued interest, into 4,800 shares of Series C Convertible Preferred Stock. This strategic move aims to strengthen the company's balance sheet by reducing debt and increasing stockholders' equity. The company expects this action to help maintain compliance with Nasdaq's stockholders' equity requirements.

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.