Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273752
PROSPECTUS SUPPLEMENT NO. 3
(to prospectus dated September 12, 2023)
NAUTICUS ROBOTICS, INC.
Up to 1,890,066 Shares of Common Stock
This prospectus supplement
is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”),
with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on December 18, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the resale or other disposition from time to time by the selling securityholders named in the Prospectus or their
permitted transferees (the “Selling Securityholders”) of up to an aggregate 1,890,066 shares (“Resale Shares”)
of common stock, par value $0.0001 per share (“Common Stock”), of Nauticus Robotics, Inc., a Delaware corporation (the “Company”
and, together with the Selling Securityholders, the “RRA Parties”). The Resale Shares were issued to the Selling Securityholders
pursuant to and in consideration of the RRA Parties’ agreements set forth in the RRA Amendment (as defined in the Prospectus), including
with respect to and in full satisfaction of certain liquidated damages provided for under the RRA (as defined in the Prospectus).
We will bear all costs, expenses
and fees in connection with the registration of the Resale Shares and will not receive any proceeds from the sale of the Resale Shares.
The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales (if any) of the Resale
Shares.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, any may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
Our Common Stock is currently
listed on The Nasdaq Capital Market under the symbol “KITT.” The closing price of our Common Stock on December 22, 2023 was
$0.73 per share.
We are an “emerging
growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company
reporting requirements.
Investing in our securities
is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 6.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December
22, 2023
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):
December 18, 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
On December 18, 2023, Mark Mey, a member of the
board of directors (the “Board”) of Nauticus Robotics, Inc. (the “Company”), tendered his resignation as a director
on the Board. Mr. Mey’s resignation did not result from a disagreement on any matter relating to the Board’s or the Company’s
operations, policies or procedures. The Board extends its deep appreciation to Mr. Mey for his service on the Board and wishes him well
in his future endeavors.
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 22, 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