Form 425 - Prospectuses and communications, business combinations
2023年12月2日 - 7:03AM
Edgar (US Regulatory)
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): November 30, 2023
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40611 |
|
87-1699753 |
(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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
KITT |
|
The Nasdaq Stock Market LLC |
Warrants |
|
KITTW |
|
The 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 ☒
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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers
Removal of Officers
On November 30, 2023, the Board of Directors (the
“Board”) of Nauticus Robotics, Inc. (the “Company”) removed Rangan Padmanabhan, the Company’s Chief Financial
Officer and principal financial officer, and M. Dilshad Kasmani, the Company’s Chief Legal and Administrative Officer, as officers
of the Company. The Board views these removals as “terminations other than for cause” under their respective employment agreements.
The Board thanks Mr. Padmanabhan and Mr. Kasmani for their work at the Company and wishes them the best in their future endeavors.
Appointment of Interim Chief Financial Officer
On December 1, 2023, the Board
appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company. Mrs. Hay, 40, has been the
co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, since May 2021. In her capacity as President
of Flexible Consulting, LLC, Mrs. Hay has acted as a financial and accounting advisor for numerous companies, including acting as contracted
Chief Financial Officer of Enovate, an AI company focused on the oil and gas sector. Prior to her time at Flexible Consulting, LLC Mrs.
Hay was at Weatherford International plc (NASDAQ: WFRD) from 2008 to May 2021 in accounting and finance roles of increasing seniority,
most recently as the Senior Director – Global Accounting and Reporting Services. Mrs. Hay began her career as a finance analyst
with Morgan Stanley. Mrs. Hay is a CIMA chartered accountant and has a BSC(Hon) in Biotechnology with a Management emphasis from Edinburgh
University.
Mrs. Hay, through Flexible Consulting,
LLC, will receive cash compensation of $30,000 per month and up to $1,000 per month of expense reimbursement. Mrs. Hay will also be granted
40,000 restricted stock units of the Company that will vest at the earlier of Mrs. Hay’s departure and one year from the date of
grant. There is no arrangement or understanding between Mrs. Hay and any other person pursuant to which she was to be selected as an officer
and there is no family relationship between Mrs. Hay and any of the Company’s directors, executive officers, or any person nominated
or chosen by the Company to become a director or executive officer.
Since January 2023, the Company
has engaged Flexible Consulting, LLC, where Mrs. Hay is President and which she co-owns, to provide it with accounting and finance services
relating to its quarterly reporting and mergers/acquisition activity. The total value of services provided by Flexible Consulting, LLC
to the Company during this engagement is approximately $446,000.
Change to Board Compensation
On November 30, 2023, the
Board approved a change to the compensation structure of the non-executive directors of the Board pursuant to which the non-executive
directors may elect to receive cash compensation in an equivalent amount of restricted stock units until the Company’s 2024 annual
meeting of stockholders. Any restricted stock units that are granted in respect of such election will vest on the earliest of (1) the
2024 annual meeting of stockholders, (2) the departure of the applicable non-executive director and (3) one year from the date of grant.
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: December 1, 2023 |
Nauticus Robotics, Inc. |
|
|
|
|
By: |
/s/ Nicolaus Radford |
|
|
Name: |
Nicolaus Radford |
|
|
Title: |
Chief Executive Officer |
2
Nauticus Robotics (NASDAQ:KITT)
過去 株価チャート
から 5 2024 まで 6 2024
Nauticus Robotics (NASDAQ:KITT)
過去 株価チャート
から 6 2023 まで 6 2024