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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): July 24, 2024
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously reported in a Current Report on Form 8-K filed January 26, 2024, Nauticus Robotics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price of the Company’s common stock remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Company was provided an initial period of 180 calendar days, or until July 22, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Requirement.

On July 24, 2024, the Company received a staff determination letter (the “Determination Letter”) from the Staff notifying the Company that it had not regained compliance with the Bid Price Requirement by July 22, 2024, and is not eligible for a second 180-day period due to the Company’s failure to comply with the MVLS Requirement (as defined below) for The Nasdaq Capital Market.

As previously reported in the Company’s Current Report on Form 8-K filed February 22, 2024, the Company received a deficiency letter from the Staff notifying the Company that, the Company had not met the minimum $35 million requirement for the previous 30 consecutive trading days, as required for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). Pursuant to Nasdaq Listing Rule 5810(d)(2), the failure to comply with the MVLS Requirement has become an additional and separate basis for delisting.

Accordingly, and as described in the Determination Letter, unless the Company timely requests a hearing of the Staff’s determination to a Hearings Panel (the “Panel”) by July 31, 2024, the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel

On July 22, 2024, the Company effected a 1-for-36 reverse stock split of the Company’s common stock. Assuming that the closing bid price of the Company’s common stock remains above $1 for a minimum of ten consecutive trading days, the Company expects that the Bid Price Requirement will be satisfied by the time a hearing is scheduled. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company an additional extension period, that the Company would be able to evidence compliance with the terms of any such additional extension period that may be granted, or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.



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: July 26, 2024Nauticus Robotics, Inc.
By:/s/ Nicholas J. Bigney
Name: Nicholas J. Bigney
Title:General Counsel

v3.24.2
Cover
Jul. 24, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 24, 2024
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
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