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Nauticus Robotics, Inc. logo
KITT$1.40+2.19%

Nauticus Robotics, Inc.

Sector: General Industrial Machinery & Equipment, NECIndustry: Aerospace & DefenseCountry: USExchange: Nasdaq

Mkt Cap$1.74M
Float & O/S
Inst Own

DilutionScan read 56 of Nauticus Robotics, Inc.'s SEC filings and found 4 warrant series, 8 convertibles, 1 ATM program, 1 equity line, 2 shelf registrations, 3 S-1 registrations and 7 completed offerings on file for KITT. The latest dilution event on file is a note conversion on Sep 30, 2026. Analysis updated Oct 13, 2026.

Signal8 Summary

KITT

Going-concern warning, severe dilution risk

Snapshot

Nauticus is a tiny subsea-robotics company that still loses far more than it makes. FY 2025 revenue was $5.3M against a $40.8M net loss, and the company burned $24.0M in free cash flow with only $1.4M in cash on hand.

What's Happening Right Now

  • : Nauticus signed a non-binding letter of intent for up to $50M in private placement funding that could significantly dilute shareholders or trigger a change of control.
  • : Nauticus completed a 1-for-6 reverse stock split effective Sept 24, 2026, its fourth split-related charter amendment, explicitly to meet Nasdaq's minimum bid price requirement.
  • : A prospectus filing disclosed auditors expressed substantial doubt about Nauticus's ability to continue as a going concern, with just $1.4M in cash against a $344.3M accumulated deficit, plus a material weakness in internal controls.
  • : Q2 2026 revenue fell 57% YoY to $886K, net loss widened to $11.1M, shares outstanding nearly doubled in six months, and the 10-Q carried explicit going-concern language.
  • : Nauticus cut its term loan conversion price for the fourth time since October 2025, down to $1.80, a repeated pattern signaling ongoing dilution pressure and balance-sheet strain.

Raise routes on file: active ATM + effective shelf + effective S-1 + active equity line · latest dilution event 34 days ago

Overall Risk
Offering Ability
Overhead Supply
Historical
Cash Need

AI dilution summary

The dominant contractual driver and its mechanism, then each further driver ranked.

Latest dilution event

Sep 30, 2026 · Note Conversion

How we read filings

Every warrant, convertible, ATM and shelf, cited to the filing

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Share count and cash history

Shares outstanding, potential dilution and cash over time

S-1 · 3

What is this?

Size, shares registered and dates with Pro

S-1 · primary and resale

Issued 2022

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · resale registration

Issued 2023

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · resale registration

Issued 2026

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

Warrants · 4

What is this?

Exercise price, shares and dates with Pro

Public Warrants (KITTW)

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Private Warrants

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Convertibles · 8

What is this?

Principal, conversion terms and dates with Pro

Convertible

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Convertible

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

2023 Term Loan (Senior Secured Term Loan Agreement dated September 18, 2023)

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Convertible

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Series A Convertible Preferred Stock

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

Series B Convertible Preferred Stock

Outstanding

Principal

Conversion Price

Remaining principal
Shares on conversion
Interest rate
Maturity
Filing link and full terms

ATM · 1

What is this?

Capacity, sold to date and agent with Pro

ATM program

Issued 2024

Active

Total capacity

Sold to date

Remaining capacity
Sales agent
Agreement date
Commission
Filing link and full terms

Equity line · 1

What is this?

Commitment, pricing and sold to date with Pro

Equity line

Issued 2025

Active

Commitment

Sold to date

Remaining
Agreement date
Term ends
Discount
Filing link and full terms

Shelf · 2

What is this?

Capacity, dates and baby-shelf status with Pro

S-3 shelf registration

Issued 2025

Active

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

S-3 shelf registration

Issued 2024

Superseded

Total capacity

Remaining

Filed
Effective
Expires
Baby shelf
Filing link and full terms

Offerings · 7

What is this?

Proceeds, price, shares and agent with Pro

Offering

Issued 2025

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

PIPE

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

PIPE

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

PIPE

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

PIPE

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

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Exercise prices, conversion terms, shelf headroom and the filing sentence behind every number.

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