Nauticus Robotics Seeks Shareholder Nod for Capital Raise, Reverse Split

TL;DR

**KITTW is scrambling for cash and a higher stock price, brace for dilution and a reverse split to keep it listed.**

AI Summary

Nauticus Robotics, Inc. (KITTW) is convening a Special Meeting on January 28, 2026, to address critical financial and structural proposals. The company seeks approval for an Equity Purchase Facility Agreement (ELOC Proposal) dated October 24, 2025, to issue common stock, and for the issuance of common stock upon conversion of Series C Convertible Preferred Stock, issued via an Amendment and Exchange Agreement on December 3, 2025. These measures are crucial for capital infusion and managing existing debt or equity obligations. Furthermore, Nauticus Robotics proposes a reverse stock split at a ratio between one-to-five and one-to-250, at the Board's discretion, likely to address Nasdaq's minimum bid price requirements following a previous one-for-nine reverse split on September 5, 2025. The company also aims to increase its authorized common stock from 625,000,000 to 1,500,000,000 shares, which would provide significant flexibility for future equity raises but also risks substantial dilution. An adjournment proposal is included to ensure sufficient votes for these critical actions. The Board unanimously recommends a 'FOR' vote on all proposals.

Why It Matters

This DEF 14A filing is critical for Nauticus Robotics' financial stability and future operations, directly impacting investors through potential dilution and stock price volatility. The proposed ELOC and Series C Preferred Stock conversions are vital for capital, while the reverse split is a defensive move to maintain Nasdaq listing, which is crucial for liquidity and institutional investment. Increasing authorized shares from 625,000,000 to 1,500,000,000 could enable significant future fundraising but also signals substantial potential dilution for existing shareholders. Competitively, these actions reflect a company in a capital-intensive sector striving to secure funding and maintain market presence amidst operational challenges.

Risk Assessment

Risk Level: high — The company is proposing a reverse stock split at a ratio between one-to-five and one-to-250, following a one-for-nine reverse split on September 5, 2025, indicating persistent low stock price issues. Additionally, the request to increase authorized common stock from 625,000,000 to 1,500,000,000 shares, alongside new equity issuance facilities, suggests significant potential for future shareholder dilution.

Analyst Insight

Investors should carefully evaluate the potential for extreme dilution from the proposed increase in authorized shares and the ELOC/Series C conversions. Consider the historical performance post-September 5, 2025 reverse split and the implications of another reverse split on stock liquidity and investor sentiment before making any investment decisions.

Key Numbers

• January 28, 2026 — Special Meeting Date (Date for critical shareholder votes)
• October 24, 2025 — Equity Purchase Facility Agreement Date (Date of the Purchase Agreement for ELOC Proposal)
• December 3, 2025 — Amendment and Exchange Agreement Date (Date of agreement for Series C Convertible Preferred Stock)
• one to 5 and one to 250 — Reverse Split Ratio Range (Proposed discretionary range for the Board)
• 625,000,000 — Current Authorized Common Stock (Number of shares before proposed increase)
• 1,500,000,000 — Proposed Authorized Common Stock (Number of shares after proposed increase)
• December 22, 2025 — Record Date (Date for determining eligible voters)
• 28,055,522 — Shares Outstanding on Record Date (Total common stock entitled to vote)
• $10,000 — Proxy Solicitor Fee (Payment to Morrow Sodali LLC for proxy solicitation)
• September 5, 2025 — Previous Reverse Split Date (Date of the one-for-nine reverse split)

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant
• Nasdaq (regulator) — Exchange requiring approval for stock issuance
• John Symington (person) — General Counsel and Corporate Secretary
• Morrow Sodali LLC (company) — Proxy Solicitor
• Continental Stock Transfer Trust Company (company) — Company's transfer agent
• NYSE (regulator) — Exchange whose rules apply to Nasdaq-listed companies for broker non-votes
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Investor (company) — Party to the Equity Purchase Facility Agreement

FAQ

Industry Context

Nauticus Robotics operates in the robotics and automation sector, which is experiencing rapid growth driven by demand for efficiency and advanced technological solutions across various industries. The company's focus on autonomous marine systems places it in a niche but expanding market. Competitors range from established industrial automation firms to specialized marine technology developers.

Regulatory Implications

The proposed reverse stock split is likely a direct response to Nasdaq's minimum bid price requirements, indicating potential pressure to maintain exchange listing compliance. The increase in authorized shares, while providing flexibility, could also attract scrutiny regarding potential dilution and its impact on existing shareholders' value.

What Investors Should Do

1. Vote FOR the Equity Purchase Facility Agreement (ELOC Proposal) to enable capital infusion necessary for operations and growth.
2. Vote FOR the issuance of common stock upon conversion of Series C Convertible Preferred Stock to address existing obligations or strategic financing.
3. Vote FOR the reverse stock split to help the company meet Nasdaq's minimum bid price requirements and maintain its listing.
4. Vote FOR the increase in authorized common stock to provide the company with financial flexibility for future capital needs, while being mindful of potential dilution.
5. Vote FOR the adjournment proposal to ensure sufficient time and votes are gathered for the critical proposals.

Key Dates

• 2026-01-28: Special Meeting of Stockholders — Shareholders will vote on critical financial and structural proposals, including an Equity Purchase Facility Agreement, issuance of common stock upon conversion of Series C Convertible Preferred Stock, a reverse stock split, and an increase in authorized common stock.
• 2025-12-22: Record Date — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-09-05: Previous Reverse Stock Split — A one-for-nine reverse stock split was effected, which is relevant context for the proposed new reverse stock split.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of shareholders, including executive compensation, corporate governance, and other important matters. (This document is the primary source of information for the Special Meeting and the proposals being voted on.)

Equity Purchase Facility Agreement (ELOC Proposal)

An agreement allowing the company to issue and sell shares of its common stock to an investor under specified terms, providing a mechanism for capital infusion. (This proposal seeks shareholder approval to enter into such an agreement, crucial for raising capital.)

Series C Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (The issuance of common stock upon conversion of this preferred stock is a key proposal requiring shareholder approval.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them, typically to increase the stock's per-share market price. (Nauticus Robotics is proposing a reverse stock split, likely to meet Nasdaq's minimum bid price requirements.)

Authorized Common Stock

The maximum number of shares of common stock that a corporation is legally permitted to issue, as specified in its charter. (The company is seeking to increase its authorized common stock to provide flexibility for future equity raises.)

Year-Over-Year Comparison

This filing concerns a Special Meeting and is distinct from a typical annual filing. Therefore, a direct year-over-year comparison of key financial metrics like revenue growth or margin changes is not applicable based on the provided text. The focus is on forward-looking proposals and structural changes rather than historical 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
• $250 million — he Investor committed to purchase up to $250 million of the Company's common stock, par valu
• $1.65 — ock could be issued assuming a price of $1.65 (the price at which Common Stock would

Filing Documents

• a2026januaryspecialmeeting.htm (DEF 14A) — 1631KB
• 0001849820-25-000320.txt ( ) — 1632KB

Description of Capital Stock

Description of Capital Stock 35

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 53 Stockholder Proposals 55 Stockholder Communications 56 Householding of Proxy Materials 57 Solicitation of Proxies 58 Where You Can Find More Information 59 Other Matters 60 Appendix A - Equity Purchase Facility Agreement A-1 Appendix B - Registration Rights Agreement B-1 Appendix C - Form of Amendment and Exchange Agreement C-1 Appendix D - Certificate of Designations of Series C Convertible Preferred Stock D-1 Appendix E - Form of Amendment to the Second Amended and Restated Certificate of Incorporation E-1 iii PROXY STATEMENT SUMMARY FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 28, 2026 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 January 28, 2026, including any adjournment, postponement or rescheduling thereof (the "Special Meeting"). Only stockholders of record as of the close of business on December 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 December 29, 2025. Unless otherwise indicated in the Proxy Statement, share-related information has been adjusted to reflect the one-for-nine r

View Full Filing

View this DEF 14A filing on SEC EDGAR