Business Context and Reporting Period
This Form 8-K Current Report was filed by Nauticus Robotics, Inc. on July 18, 2024. The Company is an emerging growth company incorporated in Delaware, with its common stock (trading symbol: KITT) and warrants (trading symbol: KITTW) listed on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on a corporate governance action regarding the Company's capital structure.
Material Changes
- Reverse Stock Split: The Company effected a 1-for-36 reverse stock split of its common stock, effective July 22, 2024.
- Trading Adjustments: Common stock began trading on a reverse split-adjusted basis on July 23, 2024. The trading symbol remains "KITT," but a new CUSIP number (63911H 207) was assigned.
- Shareholder Impact: Fractional shares were rounded up to the nearest whole share. Percentage ownership and voting power remain virtually unchanged, subject to rounding adjustments.
- Derivatives: Outstanding options, warrants, and convertible securities were adjusted in accordance with their governing terms.
Guidance, Outlook, and Management Commentary
The Board of Directors approved the amendment to the Certificate of Incorporation specifically to meet the share bid price requirements of the Nasdaq Capital Market. Stockholders approved the amendment at a special meeting on June 17, 2024. The filing includes a press release (Exhibit 99.1) regarding the split but provides no forward-looking financial guidance or operational outlook.
Investor Verification Checklist
- Verify the new CUSIP number (63911H 207) for trading and settlement purposes.
- Confirm the adjusted number of shares held in brokerage accounts following the 1-for-36 split and rounding.
- Review the terms of any outstanding options or warrants to confirm the adjusted exercise prices and share counts.
- Monitor the stock price to ensure continued compliance with Nasdaq Capital Market listing standards.