FALSE000184982000018498202025-01-152025-01-150001849820us-gaap:CommonStockMember2025-01-152025-01-150001849820us-gaap:WarrantMember2025-01-152025-01-15

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): January 15, 2025
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4061187-1699753
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockKITTThe Nasdaq Stock Market LLC
WarrantsKITTWThe 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 5.07 Submission of Matters to a Vote of Security Holders

On January 15, 2025, Nauticus Robotics, Inc. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series A Convertible Preferred Stock, issued pursuant to the Second Amendment and Exchange Agreement dated November 4, 2024 between the Company, ATW Special Situations I, LLC, Material Impact Fund II, L.P. and SLS Family Irrevocable Trust (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (the “Nasdaq Stock Issuance Proposal (Preferred Stock)”); (2) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of debt under the Company's Original Issue Discount Senior Secured Convertible Debentures Due September 9, 2026, issued pursuant to that certain Securities Purchase Agreement, dated as of November 4, 2024, by and among the Company, and ATW Special Situations I LLC (the “Securities Purchase Agreement”) (the “Nasdaq Stock Issuance Proposal (Debenture)”); and (3) approved a proposal to adjourn the Meeting to a later date or date to permit further solicitation and vote of proxies, if necessary or appropriate. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 5,000,000,000 (the “Authorized Share Amendment”), the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.

A total of 3,676,638 shares of common stock of the Company attended the Meeting by proxy or in person, representing 57.39% of the Company's outstanding common stock entitled to vote as of November 4, 2024, the record date of the Meeting. The results of the voting were as follows:

Proposal 1: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series A Convertible Preferred Stock, issued pursuant to the Exchange Agreement and the corresponding Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (the “Nasdaq Stock Issuance Proposal (Preferred Stock)”)
ForAgainstAbstainBroker Non-Votes
1,692,753629,74020,4411,333,704
Proposal 2: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of debt under its Original Issue Discount Senior Secured Convertible Debentures Due September 9, 2026, issued pursuant to the Securities Purchase Agreement (the “Nasdaq Stock Issuance Proposal (Debenture)”)
ForAgainstAbstainBroker Non-Votes
1,698,250624,64120,0431,333,704

Proposal 3: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting.
ForAgainstAbstain
2,770,421821,37584,842

Proposal 4: To approve the proposed Authorized Share Amendment of the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000.
ForAgainstAbstain
1,362,788558,2921,755,558


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: January 15, 2025Nauticus Robotics, Inc.
By:/s/ John Symington
Name: John Symington
Title:General Counsel

v3.24.4
Cover
Jan. 15, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 15, 2025
Entity Registrant Name NAUTICUS ROBOTICS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40611
Entity Tax Identification Number 87-1699753
Entity Address, Address Line One 17146 Feathercraft Lane
Entity Address, Address Line Two Suite 450
Entity Address, City or Town Webster
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77598
City Area Code 281
Local Phone Number 942-9069
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001849820
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol KITT
Security Exchange Name NASDAQ
Warrants  
Document Information [Line Items]  
Title of 12(b) Security Warrants
Trading Symbol KITTW
Security Exchange Name NASDAQ
Nauticus Robotics (NASDAQ:KITTW)
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