FALSE000184982000018498202024-08-132024-08-130001849820us-gaap:CommonStockMember2024-08-132024-08-130001849820us-gaap:WarrantMember2024-08-132024-08-13

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): August 13, 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 2.02 Results of Operations and Financial Conditions.

On August 13, 2024, Nauticus Robotics, Inc. (the "Company") issued a press release (the "Press Release") providing its financial results for the quarter ended June 30, 2024, and announcing that it will hold a conference call to discuss its operating results. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
ExhibitDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: August 14, 2024Nauticus Robotics, Inc.
By:/s/ Nicholas J. Bigney
Name: Nicholas J. Bigney
Title:General Counsel

Exhibit 99.1
Nauticus Robotics Announces Results for the Second Quarter of 2024
image_0.jpg

HOUSTON, Aug. 13, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the quarter ended June 30, 2024.
"I would like to thank our existing lenders for their continued support. Their steady conversion of warrants and convertible debentures improve our market cap and reduce our interest burden and our leverage," said John Gibson, Nauticus' CEO and President. "We successfully completed Phase I of a program for the largest offshore producer in Brazil. This phase has been billed and collected. We expect to complete Phase II without additional deepwater tests and can execute a significant portion of Phase III while in the Gulf of Mexico this year. We are committed to delivering supervised autonomy to subsea assets during Q3."
Operational Highlights
Vehicle 2 Testing: Nauticus' flagship vehicle, Aquanaut Mark 2 (Vehicle 2), underwent planned maintenance this quarter before shipping to Florida Atlantic University (FAU) for open water testing of capabilities refined after the vehicle's initial Gulf of Mexico (GOM) testing during the first half of the year. The vehicle is planned to ship to Louisiana this month in anticipation of completing qualification testing.
Vehicle 1 Assembly: Vehicle 1 deepwater electronics upgrades are ongoing. Once the vehicle is fully assembled it is planned to ship to FAU to continue development and testing of the next set of vehicle capabilities. Vehicle 1 will become the test and qualification vehicle for these capabilities while Vehicle 2 remains revenue generating. Once new capability qualifications are complete, they will be loaded onto Vehicle 2 to expand Nauticus' revenue generating opportunities by having two working vehicles with additional capabilities.
Vehicle 3 Assembly: Assembly of Vehicle 3 remains pending. Company focus has been on Vehicles 1 and 2 throughout the quarter.
FAU versus GOM Testing: The partnership with FAU for open water testing allows Nauticus to continue testing Vehicle 2 at a reduced cost compared to GOM open water testing. In addition, FAU provides the team with warehousing and shop facilities to perform minor maintenance as needed.


The Atlantic Coast provides multiple deepwater locations close to shore containing bottom artifacts to fully test sensors and capabilities. These benefits will continue with testing of Vehicle 1 once its deepwater upgrades are complete.
Revenue: Nauticus reported second-quarter revenue of $0.5 million, compared to $1.1 million for the prior-year period and $0.5 million for the prior quarter. Q2 includes revenue recognized for the largest South American deepwater operator, an important step in reducing dependence on historical defense revenues.
Operating Expenses: Total expenses during the second quarter were $6.5 million, a $1.5 million decrease from the prior-year period, and a $0.5 million increase from Q1 2024.
Net Income: For the second quarter, Nauticus recorded a net loss of $5.4 million, or basic loss per share of $2.75. This compares with a net income of $20.7 million from the same period in 2023, and a net income of $0.4 million in the prior quarter.
Adjusted Net Loss: Nauticus reported adjusted net loss of $9.0 million for the second quarter, compared to $6.8 million for the same period in 2023. Adjusted net loss is a non-GAAP measure which excludes the impact of certain items, as shown in the non-GAAP reconciliation table below.
2024 G&A Cost: Nauticus reported G&A second-quarter costs of $3.2 million, which is a decrease of $2.3 million compared to the same period in 2023.
Balance Sheet and Liquidity
As of June 30, 2024, the Company had cash and cash equivalents of $8.1 million, compared to $0.8 million as of December 31, 2023.
In Q2, the Company closed additional debt financing of $1 million and raised $9.4 million through an at-the-market equity offering to provide liquidity needed for operations and testing.
Conference Call Details
Nauticus will host a conference call on August 14, 2024 at 10:00 a.m. Central Daylight Time (11:00 a.m. EDT) to discuss its results for the quarter ending June 30, 2024. To participate in the earnings conference call, participants should dial toll free at 800-445-7795, conference ID: KITT, or access the listen-only webcast at the following link: https://events.q4inc.com/attendee/706796022. A link to the webcast will also be available on the Company's website (https://ir.nauticusrobotics.com/). Following the conclusion of the call, a recording will be available on the Company's website.
About Nauticus Robotics
Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company's business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus' approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus' services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. 


Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus' products; estimated operating results and use of cash; and Nauticus' use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the "SEC") for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in documents filed from time to time with the SEC, including Nauticus' Annual Report on Form 10-K filed with the SEC on April 10, 2024. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC's website at www.sec.gov
 
NAUTICUS ROBOTICS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2024
December 31, 2023
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents$                    8,122,943$                       753,398
Restricted certificate of deposit51,223201,822
Accounts receivable, net176,458212,428
Inventories2,217,5072,198,797
Contract assets482,576-
Prepaid expenses1,283,0881,889,218
Other current assets490,4191,025,214
Assets held for sale289,4302,940,254
Total Current Assets13,113,6449,221,131


Property and equipment, net16,500,84915,904,845
Operating lease right-of-use assets1,380,434834,972
Other assets204,296187,527
Total Assets$                  31,199,223$                  26,148,475
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $                    5,594,270$                    7,035,450
Accrued liabilities5,212,9357,339,099
Contract liability457,8722,767,913
Operating lease liabilities - current420,910244,774
Total Current Liabilities11,685,98717,387,236
Warrant liabilities1,192,69318,376,180
Operating lease liabilities - long-term1,035,713574,260
Notes payable - long-term, net of discount (related party)46,644,90831,597,649
Total Liabilities$                  60,559,301$                  67,935,325
Stockholders' Deficit
Common stock, $0.0001 par value; 625,000,000 shares authorized, 4,131,426
     and 1,389,884 shares issued, respectively, and 4,131,426 and 1,389,884
     shares outstanding, respectively (As adjusted)
$                               413$                               139
Additional paid-in capital (As adjusted)94,390,92077,004,714
Accumulated deficit(123,751,411)(118,791,703)
Total Stockholders' Deficit(29,360,078)(41,786,850)
Total Liabilities and Stockholders' Deficit$                  31,199,223$                  26,148,475
 
NAUTICUS ROBOTICS, INC.
Unaudited Condensed Consolidated Statements of Operations
Three Months Ended
Six Months Ended
6/30/2024
3/31/2024
6/30/2023
6/30/2024
6/30/2023
Revenue:
Service$          501,708$          464,354$      1,128,115$          966,062$      3,948,395
Service - related party----500
Total revenue501,708464,3541,128,115966,0623,948,895
Costs and expenses:
Cost of revenue (exclusive of items shown
separately below)
2,875,3942,093,9551,900,6024,969,3494,832,869
Depreciation411,586426,18553,209837,771326,308
Research and development—63,534482,76163,534709,728
General and administrative 3,227,2883,430,0105,560,5656,657,29810,773,209
Total costs and expenses6,514,2686,013,6847,997,13712,527,95216,642,114
Operating loss(6,012,560)(5,549,330)(6,869,022)(11,561,890)(12,693,219)


Other (income) expense:
Other (income) expense, net118,274(96,473)74621,8011,153,127
Gain on lease termination(8,532)(15,365)(3,908)(23,897)(3,908)
Foreign currency transaction loss (gain)4,2965,147(17,709)9,443(27,593)
Loss on exchange of warrants--590,266-590,266
Change in fair value of warrant liabilities(4,422,701)(8,309,623)(29,668,454)(12,732,324)(27,431,550)
Interest expense, net3,669,4232,453,3721,556,5976,122,7956,491,664
Total other income, net(639,240)(5,962,942)(27,542,462)(6,602,182)(19,227,994)
Net income (loss)$     (5,373,320)$          413,612$    20,673,440$    (4,959,708)$      6,534,775
Basic earnings (loss) per share (As adjusted)$               (2.75)$                 0.33$              18.62$              (2.97)$                5.90
Diluted earnings (loss) per share (As adjusted)$               (2.75)$               (4.06)$              17.70$              (2.97)$                5.79
Basic weighted average shares outstanding (As
adjusted)
1,950,5631,239,8811,110,0911,667,1871,107,580
Diluted weighted average shares outstanding (As
adjusted)
1,950,5631,853,9671,231,8141,667,1871,127,853
 
NAUTICUS ROBOTICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months ended June 30,
2024
2023
Cash flows from operating activities:
Net income (loss)$         (4,959,708)$           6,534,775
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation837,771326,308
Amortization of debt discount3,242,4431,878,376
Amortization of debt issuance cost312,440-
Accretion of RCB Equities #1, LLC exit fee48,475-
Stock-based compensation1,339,9653,077,027
Loss on exchange of warrants-590,266
Change in fair value of warrant liabilities(12,732,324)(27,431,550)
Non-cash impact of lease accounting171,962145,253
Gain on disposal of assets(3,102)-
Write off of property and equipment29,350-
Gain on lease termination(23,897)-
Gain on short-term investments-(40,737)
Changes in current assets and liabilities:
Accounts receivable35,969319,940
Inventories(18,710)(5,869,092)
Contract assets(482,576)(37,341)
Other assets1,232,368(1,045,514)
Accounts payable and accrued liabilities(1,715,646)8,733,185
Contract liabilities(2,310,041)-


Operating lease liabilities(55,937)(193,257)
Net cash used in operating activities(15,051,198)(13,012,361)
Cash flows from investing activities:
Capital expenditures(351,942)(6,102,253)
Proceeds from sale of assets held for sale419,720-
Proceeds from sale of property and equipment6,802-
Proceeds from sale of short-term investments-5,000,000
Net cash from (used in) investing activities74,580(1,102,253)
Cash flows from financing activities:
Proceeds from notes payable14,305,000-
Payment of debt issuance costs on notes payable(1,316,791)-
Proceeds from at-the-market (ATM) offering9,857,857-
Payment of at-the-market (ATM) commissions and fees(499,903)-
Proceeds from exercise of stock options-342,579
Proceeds from exercise of warrants-338,055
Net cash from financing activities22,346,163680,634
Net change in cash and cash equivalents7,369,545(13,433,980)
Cash and cash equivalents, beginning of year753,39817,787,159
Cash and cash equivalents, end of year$           8,122,943$           4,353,179
NAUTICUS ROBOTICS, INC.
Unaudited Reconciliation of Net Income (Loss) Attributable to Common Stockholders (GAAP) to Adjusted Net Loss
 Attributable to Common Stockholders (NON-GAAP)
Adjusted net loss attributable to common stockholders is a non-GAAP financial measure which excludes certain items that are included in net income (loss) attributable to common stockholders, the most directly comparable GAAP financial measure. Items excluded are those which the Company believes affect the comparability of operating results and are typically excluded from published estimates by the investment community, including items whose timing and/or amount cannot be reasonably estimated or are non-recurring.
Adjusted net loss attributable to common stockholders is presented because management believes it provides useful additional information to investors for analysis of the Company's fundamental business on a recurring basis. In addition, management believes that adjusted net loss attributable to common stockholders is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies such as Nauticus.
Adjusted net loss attributable to common stockholders should not be considered in isolation or as a substitute for net income (loss) attributable to common stockholders or any other measure of a company's financial performance or profitability presented in accordance with GAAP. A reconciliation of the differences between net income (loss) attributable to common stockholders and adjusted net loss attributable to common stockholders is presented below. Because adjusted net loss attributable to common stockholders excludes some, but not all, items that affect net income (loss) attributable to common stockholders and may vary among companies, our calculation of adjusted


net loss attributable to common stockholders may not be comparable to similarly titled measures of other companies.
Three Months Ended
Six Months Ended
6/30/2024
3/31/2024
6/30/2023
6/30/2024
6/30/2023
Net income (loss) attributable to common stockholders
(GAAP)
$  (5,373,320)$        413,612$  20,673,440$  (4,959,708)$    6,534,775
Change in fair value of warrant liabilities(4,422,701)(8,309,623)(29,668,454)(12,732,324)(27,431,550)
Stock compensation expense809,310432,0531,214,8631,339,9653,077,027
Sales and use tax assessment----1,189,164
Loss on exchange of warrants--590,266-590,266
Interest and penalties on RRA Amendment--362,045-4,320,690
Adjusted net loss attributable to common stockholders
(non-GAAP)
$  (8,986,711)$   (7,463,958)$  (6,827,840)$  (16,352,067)$  (11,719,628)
 


v3.24.2.u1
Cover
Aug. 13, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 13, 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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