Nauticus Robotics, Inc. 8-K

What Happened

• Nauticus Robotics, Inc. filed an 8-K (Jan 29, 2026) reporting results of a special meeting of stockholders (record date Dec 22, 2025). Stockholders approved the issuance of common stock under an Equity Purchase Facility Agreement (Oct 24, 2025) and the issuance of common stock upon conversion of newly issued Series C Convertible Preferred Stock under an Exchange Agreement (Dec 3, 2025). Stockholders also authorized the Board to implement one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250. A proposed increase in authorized common shares from 625,000,000 to 1,500,000,000 was not approved because it did not reach the required threshold of a majority of all issued and outstanding common shares.

Key Details

• Total shares present (by proxy or in person): 11,234,591, representing 40.04% of outstanding common stock as of Dec 22, 2025.
• Proposal 1 (issuance under Equity Purchase Facility): For 3,152,914; Against 673,125; Abstain 34,342; Broker non-votes 7,374,210 — Approved under Nasdaq Rule 5635.
• Proposal 2 (issuance on conversion of Series C Preferred / Certificate of Designations): For 3,155,900; Against 665,102; Abstain 39,379; Broker non-votes 7,374,210 — Approved under Nasdaq Rule 5635.
• Proposal 3 (authorize reverse stock splits 1-for-5 to 1-for-250): For 8,390,231; Against 2,594,574; Abstain 249,786 — Approved.
• Proposal 4 (increase authorized common shares to 1,500,000,000): For 8,402,424; Against 2,531,113; Abstain 301,054 — Majority of votes cast were in favor, but the proposal failed because it did not achieve the required majority of all issued and outstanding shares.
• Proposal 5 (adjournment, if needed): For 8,356,406; Against 2,525,489; Abstain 352,696 — Approved.

Why It Matters

• The approved issuances clear the way for Nauticus to receive capital and to convert Series C preferred stock into common stock under the referenced agreements, which can increase the number of shares outstanding and dilute existing holders.
• Board authorization for a wide-range reverse split (1-for-5 to 1-for-250) gives management the flexibility to consolidate shares to potentially increase the per‑share trading price or satisfy listing criteria, but any split would change share counts and per-share metrics.
• The failure to increase authorized shares limits the company’s immediate ability to issue additional shares beyond the current authorized cap (625 million) unless the company secures another stockholder vote to amend its certificate of incorporation.
• Investors should note the vote totals and sizable broker non-votes (7.37M) and the relatively low turnout (40.04%), which affected the outcome of the authorized-share proposal.