Nauticus Robotics, Inc.

Nauticus Robotics, Inc. (KITT) – Summary of January 28, 2026 Special Shareholder Meeting

Nauticus Robotics (KITT) recently held a pivotal Special Shareholder Meeting on January 28, 2026. The decisions made, as detailed in its subsequent SEC 8-K filing, reveal the company's urgent strategies to stabilize its financial position and maintain its stock exchange listing. This summary breaks down the key outcomes and their implications for investors.

1. Key Shareholder Decisions: Approvals and Rejections

Shareholders voted on several proposals designed to bolster the company's capital structure and address its market standing.

Approved Proposals:

• Equity Purchase Facility: Shareholders approved issuing new common stock under an "Equity Purchase Facility Agreement." This facility allows Nauticus to sell a significant amount of common stock to an institutional investor over time, offering a flexible way to raise capital. The share price typically aligns with market conditions at the time of sale. This approval opens a substantial potential source of new shares, which could lead to significant dilution for existing shareholders.
• Series C Preferred Stock Conversion: Shareholders also approved issuing common stock upon converting outstanding Series C Convertible Preferred Stock. This conversion will introduce a notable number of common shares into the market, either to raise new funds or to settle existing obligations from prior financing arrangements.
• Reverse Stock Split Authorization: The Board of Directors gained authorization to implement a reverse stock split at its discretion. The approved range is broad, from 1-for-5 up to 1-for-250. This measure is a common strategy for companies whose stock price has fallen below minimum exchange listing requirements (like Nasdaq's $1.00 per share threshold). A reverse split aims to increase the per-share price, helping the company regain compliance and avoid delisting. The Board retains the power to determine the exact ratio and effective date.

Crucially, shareholders rejected one significant proposal:

• Increase in Authorized Shares: Nauticus sought to increase its total authorized common shares from 625 million to 1.5 billion. While the proposal received a majority of the votes cast, it failed to meet the higher legal requirement of a majority of all outstanding shares. This outcome significantly limits the company's immediate flexibility to issue a large number of new shares beyond the currently approved facilities without another shareholder vote. This could constrain future large-scale equity fundraising efforts.

2. Context and Rationale: Why These Actions Matter

These decisions underscore Nauticus Robotics' immediate need for capital and its efforts to address its stock market valuation.

• Urgent Capital Needs: Approvals for the Equity Purchase Facility and Series C conversion strongly indicate that Nauticus requires substantial funding. The company needs this capital to support ongoing operations, research and development, and potentially to manage existing debt. Nauticus is actively working to bolster its liquidity.
• Delisting Threat: The authorization for a reverse stock split suggests Nauticus's stock price currently trades below Nasdaq's minimum bid price requirement, putting it at risk of delisting. A reverse split acts as a defensive measure, artificially inflating the per-share price to help the company regain compliance. Preventing delisting is crucial, as it can severely impact trading liquidity and investor confidence.
• Shareholder Caution: The rejection of the authorized share increase proposal sends a clear signal: shareholders are apprehensive about potential excessive dilution. Investors are expressing a desire for more controlled and transparent equity issuances.

3. Implications for Investors

These developments carry significant implications for both current and prospective investors.

• Significant Dilution Risk: The approved Equity Purchase Facility and Series C conversion will substantially increase the number of outstanding common shares. Existing shareholders should anticipate a notable decrease in their percentage ownership of the company.
• Reverse Stock Split: A Mixed Signal: While a reverse split can prevent delisting, it does not change the company's underlying market capitalization or fundamental value. The market often perceives it as a sign of financial distress, and it can lead to increased stock price volatility. Investors will own fewer shares, but each share will be proportionally more valuable (e.g., 100 shares at $0.50 become 10 shares at $5.00 in a 1-for-10 split).
• Constrained Future Capital Flexibility: The failure to increase authorized shares means Nauticus will have less immediate capacity to raise substantial capital through new equity offerings in the future without another shareholder vote. This could impact its long-term growth strategies and operational funding.
• Overall Financial Health Indicator: The necessity for these measures—particularly the need for significant capital raises and a potential reverse stock split—generally signals concerns about a company's financial health and operational stability.

4. What to Watch For

Investors should closely monitor the following:

• Reverse Stock Split Details: Any announcement from the Board regarding the specific ratio and effective date for the reverse stock split.
• Share Issuances: The frequency and volume of shares issued under the Equity Purchase Facility and their impact on total shares outstanding and the stock price.
• Company Financials: Future earnings reports for updates on cash position, burn rate, and the effectiveness of these capital-raising efforts.
• Nasdaq Compliance: Whether the company successfully regains and maintains compliance with Nasdaq's listing requirements.

Investor Takeaway: These actions suggest Nauticus Robotics is navigating significant financial challenges. While they may provide short-term liquidity and address listing requirements, they do not inherently resolve underlying operational or profitability issues. Investors should conduct thorough due diligence, understand the substantial dilution risks, and carefully consider the long-term viability of the company before making any investment decisions.