kitt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40611

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware						85-1699753
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)

17146 FEATHERCRAFT LANE, SUITE 450,

WEBSTER, TEXAS 77598

(Address of principal executive offices and zip code)

(281) 942-9069

(Registrant’s telephone number, including area code)

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

Redeemable Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

As of May 13, 2025, the registrant had 37,299,589 shares of common stock outstanding.

TABLE OF CONTENTS


Cautionary Note Regarding Forward-Looking Statements		ii

Part I — Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

Part II — Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”). Forward-looking statements appear in a number of places in this Form 10-Q including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date such statements are made. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and other sections in the Annual Report on Form 10-K filed by us on April 15, 2025 and in our prospectus or any prospectus supplement which are on file with the Securities and Exchange Commission.

These and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions, or expectations.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	10,054,304	$	1,186,047
Restricted certificate of deposit	52,640		52,151
Accounts receivable, net	326,830		238,531
Accounts receivable unbilled	165,256		-
Inventories	955,894		880,594

Prepaid expenses	1,695,991		1,389,434
Other current assets	607,391		573,275
Assets held for sale	750		750
Total Current Assets	13,859,056		4,320,782

Property and equipment, net	22,812,432		17,115,246
Operating lease right-of-use assets, net	999,496		1,094,743
Other assets	157,701		154,316
Goodwill	10,652,388		-
Total Assets	$	48,481,073	$	22,685,087

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable	$	4,892,453	$	5,916,693
Accrued liabilities	9,674,282		5,602,721
Contract liability	346,279		346,279
Operating lease liabilities - current	447,292		435,307
Notes payable - current	2,437,744		-
Total Current Liabilities	17,798,050		12,301,000

Warrant liabilities	131,025		181,913
Operating lease liabilities - long-term	653,402		768,939
Notes payable - long-term, fair value option (related party)	3,307,758		2,583,832
Notes payable - long-term, net of discount (related party)	10,955,052		13,820,366
Notes payable - long-term, net of discount	13,219,166		12,531,332
Other liabilities	895,118		895,118
Total Liabilities	$	46,959,571	$	43,082,500

Stockholders’ Deficit:
Series A Convertible Preferred Stock $0.0001 par value; 40,000 shares authorized, 35,434 shares issued at March 31, 2025 and December 31, 2024 and 19,846 and 35,034 outstanding at March 31, 2025 and December 31, 2024, respectively.	$	2	$	4
Common stock, $0.0001 par value; 625,000,000 shares authorized, 35,153,188 and 9,761,895 shares issued, respectively, and 35,153,188 and 9,761,895 shares outstanding, respectively	3,515		976


Additional paid-in capital	262,825,753		233,342,188
Accumulated other comprehensive loss	(42,229)		(42,229)
Accumulated deficit	(261,265,539)		(253,698,352)
Total Stockholders’ Equity (Deficit)	1,521,502		(20,397,413)
Total Liabilities and Stockholders’ Deficit	$	48,481,073	$	22,685,087

The accompanying notes are an integral part of these condensed consolidated financial statements.

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three months ended March 31,
		2025		2024
Revenue:
Service		$	165,256	$	464,354
Total revenue		165,256		464,354

Costs and expenses:
Cost of revenue (exclusive of items shown separately below)		1,238,957		2,093,955
Depreciation		480,376		426,185
Research and development		-		63,534
General and administrative		4,309,686		3,430,010
Total costs and expenses		6,029,019		6,013,684

Operating loss		(5,863,763)		(5,549,330)

Other (income) expense:
Other income, net		(87,397)		(96,473)

Gain on lease termination		-		(15,365)
Foreign currency transaction loss		3,267		5,147
Loss on extinguishment of debt		-		78,734,949
Change in fair value of warrant liabilities		(50,888)		(8,309,623)
Change in fair value of New Convertible Debentures		-		(4,504,426)
Change in fair value of November 2024 Debentures		723,926		-
Interest expense, net		1,114,516		1,475,397
Total other expense, net		1,703,424		67,289,606

Net loss		$	(7,567,187)	$	(72,838,936)

Basic and diluted loss per share (As adjusted, see Note 18)		$	(0.28)	$	(58.75)


Basic and diluted weighted average shares outstanding (As adjusted, see Note 18)		27,447,425		1,239,881

The accompanying notes are an integral part of these condensed consolidated financial statements.

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


	Series A Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
				(As adjusted, see Note 13)
Balance at December 31, 2023	-	$	-	1,389,884	$	139	$	77,004,714	$	-	$	(118,791,703)	$	(41,786,850)
Stock-based compensation	-	-		-	-		530,655		-		-		530,655
Vesting of RSUs	-	-		43,922	4		(4)		-		-		-
Exercise of warrants	-	-		158,333	16		1,339,638		-		-		1,339,654
Net loss	-	-		-	-		-		-		(72,838,936)		(72,838,936)
Balance at March 31, 2024	-	$	-	1,592,139	$	159	$	78,875,003	$	-	$	(191,630,639)	$	(112,755,477)

Balance at December 31, 2024	35,034	$	4	9,761,895	$	976	$	233,342,188	$	(42,229)	$	(253,698,352)	$	(20,397,413)
Stock-based compensation	-	-		-	-		312,679		-		-		312,679
Conversion of notes payable to Common Stock	-	-		1,805,392	181		2,870,392		-		-		2,870,573
Conversion of Series A Preferred Stock to Common Stock	(15,188)	(2)		16,018,211	1,601		(1,599)		-		-		-
At the Market (ATM) share offering	-	-		7,488,822	749		19,437,372		-		-		19,438,121
Earnout shares (contingent)	-	-		-	-		6,864,729		-		-		6,864,729
Vesting of RSUs	-	-		59,348	6		(6)		-		-		-
Other	-	-		19,520	2		(2)		-		-		-
Net loss	-	-		-	-		-		-		(7,567,187)		(7,567,187)
Balance at March 31, 2025	19,846	$	2	35,153,188	$	3,515	$	262,825,753	$	(42,229)	$	(261,265,539)	$	1,521,502

The accompanying notes are an integral part of these condensed consolidated financial statements.

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three months ended March 31,
	2025	2024
Cash flows from operating activities:
Net loss	$

SEC Form 10-Q filed by Nauticus Robotics Inc.