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8-KAccepted Sep 23, 8:36 AM ET

Nauticus Robotics Announces 1-for-6 Reverse Stock Split

KITTNauticus Robotics, Inc.

Accepted (ET)

8:36 AM

Sep 23, 2026

Filed

Sep 23, 2026

Documents

19

Size

1.4 MB

Summary

Nauticus Robotics Announces 1-for-6 Reverse Stock Split

Updated

What Happened
Nauticus Robotics, Inc. (NASDAQ: KITT) filed an 8‑K on Sept. 23, 2026 announcing a 1‑for‑6 reverse stock split of its common stock. The company filed a Certificate of Amendment to its charter to effect the split, which becomes effective at 8:01 PM Eastern Time on Sept. 24, 2026. Shares are expected to begin trading on a split‑adjusted basis when the Nasdaq Capital Market opens on Sept. 25, 2026. The trading symbol will remain "KITT."

Key Details

  • Reverse split ratio: 1-for-6; Certificate of Amendment effective 8:01 PM ET on Sept. 24, 2026; trading adjusted on Sept. 25, 2026.
  • Fractional shares: no fractional shares will be issued—fractional amounts will be rounded up to the nearest whole share.
  • Corporate housekeeping: new CUSIP assigned (63911H504); trading symbol unchanged ("KITT").
  • Securities adjustments: outstanding options, warrants and other convertible securities will be adjusted per their governing documents and rounded to the nearest whole share.
  • Approval and purpose: the Board approved the split to meet Nasdaq Capital Market minimum bid price requirements; stockholders previously authorized reverse splits at the May 27, 2026 annual meeting.
  • Registration statements: active Form S‑3 and S‑8 registration statements will be proportionately adjusted under Rule 416(b) to reflect the post‑split share counts.
  • Press release: company furnished a press release dated Sept. 23, 2026 (Exhibit 99.1).

Why It Matters
A reverse stock split reduces the number of outstanding shares and increases the per‑share price without changing each shareholder’s proportional ownership (aside from minor rounding effects). Nauticus says the action is intended to help meet Nasdaq’s minimum bid price requirement—failure to meet that requirement can jeopardize listings. Investors should note the timing (effective Sept. 24 evening, trading Sept. 25), the rounding policy for fractional shares, and that options/warrants will be adjusted accordingly.

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