Nauticus Robotics Seeks Shareholder Nod for Preferred Stock Conversion

TL;DR

**KITTW needs this vote to convert preferred shares, expect dilution but it's crucial for Nasdaq compliance and future funding.**

AI Summary

Nauticus Robotics, Inc. (KITTW) is seeking stockholder approval for the issuance of common stock upon the conversion of Series B Convertible Preferred Stock, issued under a Securities Purchase Agreement dated August 6, 2025, with ATW Special Situations II, LLC. This approval is required by Nasdaq Rule 5635. The company's Board of Directors unanimously recommends a 'FOR' vote on this proposal and an Adjournment Proposal for the Special Meeting on October 23, 2025. As of the September 22, 2025 record date, there were 5,703,702 shares of common stock outstanding. A one-for-nine reverse stock split was effected on September 5, 2025, impacting share-related information. The quorum requirement for the meeting is 1,901,234 shares, representing one-third of the voting power. The company has engaged Morrow Sodali LLC as a proxy solicitor for a fee of $10,000 plus disbursements.

Why It Matters

This proposal is critical for Nauticus Robotics as it directly impacts the company's capital structure and its ability to convert Series B Preferred Stock into common shares, potentially diluting existing shareholders. Approval ensures compliance with Nasdaq Rule 5635, avoiding potential delisting issues and maintaining market access. For investors, understanding the terms of the Series B Preferred Stock and its conversion is key to assessing future share dilution and the company's financial health. The competitive landscape in robotics and marine technology demands stable funding, and this conversion mechanism is part of Nauticus's strategy to secure capital, affecting its operational capabilities and long-term growth prospects.

Risk Assessment

Risk Level: medium — The primary risk is potential dilution for existing common stockholders if the Series B Convertible Preferred Stock is converted into a significant number of common shares. While the filing doesn't specify the conversion ratio or total shares to be issued, the need for a Nasdaq Rule 5635 approval implies a substantial issuance. Failure to approve the proposal could lead to non-compliance with Nasdaq rules, potentially impacting the company's listing status.

Analyst Insight

Investors should vote 'FOR' the Nasdaq Stock Issuance Proposal to ensure Nauticus Robotics remains compliant with Nasdaq rules and can execute its financing strategy. However, they should also carefully monitor future filings for details on the conversion terms and potential dilution, as this will impact per-share value.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

0%

Key Numbers

• 5,703,702 — Shares of Common Stock outstanding (As of the September 22, 2025 Record Date, entitled to vote)
• 1,901,234 — Shares required for quorum (Represents one-third (33.33%) of outstanding voting power)
• October 23, 2025 — Date of Special Meeting (When stockholders will vote on the proposals)
• September 22, 2025 — Record Date (Date for determining stockholders entitled to vote)
• August 6, 2025 — Date of Securities Purchase Agreement (Agreement for Series B Convertible Preferred Stock issuance)
• September 5, 2025 — Date of Reverse Split (One-for-nine reverse split of common stock effected)

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant seeking proxy approval
• ATW Special Situations II, LLC (company) — Party to the Securities Purchase Agreement for Series B Convertible Preferred Stock
• Nasdaq (regulator) — Exchange requiring approval under Rule 5635
• John Symington (person) — General Counsel and Corporate Secretary of Nauticus Robotics, Inc.
• Morrow Sodali LLC (company) — Proxy Solicitor for the special meeting
• $10,000 (dollar_amount) — Fee paid to Morrow Sodali LLC for proxy solicitation
• Continental Stock Transfer Trust Company (company) — Transfer agent for Nauticus Robotics, Inc.

FAQ

Industry Context

Nauticus Robotics operates in the robotics and automation sector, focusing on autonomous marine systems. This industry is characterized by rapid technological advancement, significant R&D investment, and a growing demand for automated solutions in maritime operations, defense, and environmental monitoring. Competition comes from established players and emerging technology firms, with success often depending on innovation, strategic partnerships, and securing funding for capital-intensive development.

Regulatory Implications

The primary regulatory implication highlighted is the requirement for stockholder approval under Nasdaq Rule 5635 for the issuance of common stock upon conversion of the Series B Preferred Stock. Failure to obtain this approval could impact the company's ability to fulfill its obligations under the securities purchase agreement and potentially affect its Nasdaq listing status.

What Investors Should Do

1. Vote FOR the proposal to approve the issuance of common stock upon conversion of Series B Convertible Preferred Stock.
2. Vote FOR the Adjournment Proposal.
3. Review the full Proxy Statement carefully before voting.

Key Dates

• 2025-10-23: Special Meeting of Stockholders — Stockholders will vote on the issuance of common stock upon conversion of Series B Convertible Preferred Stock, as required by Nasdaq Rule 5635, and an Adjournment Proposal.
• 2025-09-22: Record Date — Determines which stockholders are entitled to vote at the Special Meeting. 5,703,702 shares of common stock were outstanding on this date.
• 2025-09-05: Reverse Stock Split — A one-for-nine reverse stock split was effected, impacting share counts and per-share data for the meeting.
• 2025-08-06: Securities Purchase Agreement — Agreement under which Series B Convertible Preferred Stock was issued by ATW Special Situations II, LLC, leading to the current approval requirement.

Glossary

DEF 14A

A filing required by the U.S. Securities and Exchange Commission (SEC) by companies with securities registered under the Securities Exchange Act of 1934, detailing annual corporate governance and executive compensation information. (This document contains the information being analyzed, specifically concerning a special meeting and stock issuance approval.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares. (The issuance and potential conversion of this stock is the primary reason for the special meeting and the need for stockholder approval.)

Nasdaq Rule 5635

A rule from Nasdaq that generally requires stockholder approval for certain equity issuances, such as those involving a change of control or a sale of stock at a discount to market price. (This rule necessitates the company seeking stockholder approval for the common stock issuance related to the Series B Preferred Stock conversion.)

Reverse Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them, typically to increase the share price. (A one-for-nine reverse split was recently effected, meaning all share counts and per-share metrics in this filing are adjusted accordingly.)

Proxy Statement

A document provided to shareholders before a meeting where a vote is to take place, containing information about the matters to be voted on and how to vote. (This is the document itself, providing details on the proposals and instructions for voting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote at a shareholder meeting, or receive other distributions. (Sets the cutoff for determining who is eligible to vote at the Special Meeting on October 23, 2025.)

Year-Over-Year Comparison

This filing is a DEF 14A for a Special Meeting, distinct from a typical annual report (10-K). Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable based on the provided text. The focus is on a specific corporate action (stock issuance approval) rather than a comprehensive financial performance review.

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), outstanding
• $10,000 — eed to pay the Proxy Solicitor a fee of $10,000 plus disbursements. In addition to the
• $980 — (the Investor) at a price per share of $980 (the "Preferred Offering") for an aggre
• $2,940,000 — ng") for an aggregate purchase price of $2,940,000. The Preferred Offering also relates to
• $4,900,000 — an aggregate maximum purchase price of $4,900,000. The Company's Common Stock is listed
• $8.2629 — e issued assuming a conversion price of $8.2629 per share (equivalent to $0.9181 per sh
• $0.9181 — ice of $8.2629 per share (equivalent to $0.9181 per share prior to the Reverse Split, o
• $1.6524 — 1,815,541 shares if the Floor Price of $1.6524 per share (equivalent to $0.1836 per sh
• $0.1836 — ice of $1.6524 per share (equivalent to $0.1836 per share prior to the Reverse Split) a

Filing Documents

• a2025octoberspecialmeeting.htm (DEF 14A) — 647KB
• 0001849820-25-000242.txt ( ) — 649KB

Nasdaq Stock Issuance Proposal

Item 1 Nasdaq Stock Issuance Proposal 8

Description of Capital Stock

Description of Capital Stock 16

Adjournment Proposal

Item 2 Adjournment Proposal 23

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 24 Stockholder Proposals 26 Stockholder Communications 27 Householding of Proxy Materials 28 Solicitation of Proxies 29 Where You Can Find More Information 30 Other Matters 31 Appendix A - Certificate of Designations of Series B Convertible Preferred Stock A-1 iii PROXY STATEMENT SUMMARY FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 23, 2025 INTRODUCTION AND GENERAL INFORMATION This proxy statement (this "Proxy Statement") and the accompanying proxy card are being furnished to stockholders of Nauticus Robotics, Inc., a Delaware corporation ("Nauticus Robotics," the "Company," "our," "us," or "we"), in connection with the solicitation of proxies by our board of directors (the "Board") for use at our Special Meeting of Stockholders to be held on October 23, 2025, including any adjournment, postponement or rescheduling thereof (the "Special Meeting"). Only stockholders of record as of the close of business on September 22, 2025, the record date for determination of the stockholders entitled to vote at the Special Meeting (the "Record Date"), will be entitled to vote at the Special Meeting. This summary highlights information that is contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and the related proxy materials were first mailed to stockholders and made available on the internet on or about September 25, 2025. Unless otherwise indicated in the Proxy Statement, share-related information has been adjusted to reflect the one-for-nine reverse split of the Company's outstanding common stock effected on September 5, 2025 (the "Reverse Split"). Important Notice Regarding the Availability of Proxy Materials All stockholders will have the ability to access the proxy materials via the Internet a

View Full Filing

View this DEF 14A filing on SEC EDGAR