Document

DEF 14A 1 a2026januaryspecialmeeting.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨						Preliminary Proxy Statement
¨						Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Pursuant to Section 240.14a-12

NAUTICUS ROBOTICS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.


¨			Fee paid previously with preliminary materials.


¨			Fee computed on table in exhibit required by Item 25(b) per.Exchange Act Rules 14a-6(i)(1) and 0-11.

Nauticus Robotics, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On January 28, 2026

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Nauticus Robotics, Inc., a Delaware corporation (the “Company,” “Nauticus Robotics,” “we,” “us” or “our”). The meeting will be held on January 28, 2026 at 10 a.m. Central Time at 1550 Lamar Street, Suite 2000, Houston, Texas 77010. You will be able to attend the Special Meeting, submit your questions and vote during the meeting by using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials.

The Special Meeting will be held for the following purposes:

1.To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock pursuant to the Equity Purchase Facility Agreement (the “Purchase Agreement”) dated October 24, 2025 between the Company and the Investor party thereto (the “ELOC Proposal”);

2.To approve , pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated December 3, 2025 between the Company and certain institutional investors (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock (the “Nasdaq Stock Issuance Proposal (Series C Preferred Stock)”);

3.To approve a proposal authorizing the Board of Directors of the Company to enact a reverse split of its shares at a ratio between one to 5 and one to 250 in the Board’s discretion (the "Reverse Split Proposal");

4.To approve a proposal to increase the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000 (the "Authorized Shares Proposal"); and

5.To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting (the "Adjournment Proposal").

These items of business are more fully described in the proxy statement accompanying this notice.

This Notice of Special Meeting, the accompanying proxy statement and form of proxy are first being mailed on or about December 29, 2025 to stockholders of record as of December 22, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Your execution of the enclosed proxy will not affect your right as a stockholder to attend the Special Meeting and to vote in person. A list of stockholders of record will be available during the Special Meeting for inspection by stockholders for any legally valid purpose relating to th

SEC Form DEF 14A filed by Nauticus Robotics Inc.