Document

S-8 1 a2026s-8evergreen.htm S-8 Document

As filed with the Securities and Exchange Commission on March 4, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

87-1699753

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

17146 Feathercraft Lane, Suite 450

Webster, Texas

77598

(Address of Principal Executive Offices)

(Zip Code)

NAUTICUS ROBOTICS, INC. 2022 OMNIBUS INCENTIVE PLAN, AS AMENDED

(Full Title of the Plan)

John Symington

General Counsel

Nauticus Robotics, Inc.

17146 Feathercraft Lane, Suite 450

Webster, Texas 77598

(Name and Address of Agent for Service)

(281) 942-9069

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

Robert C. Morris

Brandon T. Byrne

Norton Rose Fulbright US LLP

1550 Lamar Street, Suite 2000

Houston, Texas 77010

(713) 651-8404

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 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Nauticus Robotics, Inc. (the “Company”) to register an aggregate amount of additional 864,335 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) for issuance pursuant to the Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan, as amended (the “Plan”). The Plan was described in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders held on June 25, 2025. On January 1, 2026 864,335 additional shares were automatically authorized under Section 4(a) of the Plan.

The 864,335 shares being registered hereby are in addition to the shares of Common Stock registered by the Company’s prior Registration Statements on Form S-8 (the “Prior Registration Statements”) filed on January 23, 2023 (File No. 333-269349), July 16, 2024 (File No. 333-280824), and July 11, 2025 (File No. 333-288641), respectively. The contents of the Prior Registration Statements are incorporated by reference herein except as otherwise amended or superseded hereby. After giving effect to the additional shares registered under this Registration Statement, the aggregate number of shares of Common Stock registered for issuance under the Plan will be 3,614,335.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by the Company with the SEC are incorporated in this Registration Statement by reference:

1.the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025;

2.the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended March 31, 2025, filed with the SEC on May 14, 2025;

3.the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended June 30, 2025, filed with the SEC on August 11, 2025;

4.the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2025, filed with the SEC on November 14, 2025;

5.the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2025;

6.the Company’s Current Reports on Form 8-K, filed with the SEC on January 6, 2025, January 6, 2025, January 14, 2025, January 15, 2025, January 17, 2025, January 29, 2025, February 20, 2025, March 5, 2025, March 19, 2025, March 25, 2025, April 2, 2025, May 29, 2025, June 25, 2025 and July 1, 2025; July 21, 2025, July 28, 2025, August 7, 2025, August 8, 2025 (as amended on August 11, 2025), August 19, 2025, September 2, 2025, September 2, 2025, September 5, 2025, September 16, 2025, October 22, 2025, October 27, 2025, October 27, 2025, November 14, 2025, December 2, 2025, December 4, 2025, December 8, 2025, December 9, 2025, December 19, 2025, December 23, 2025, December 23, 2025, January 29, 2026 and February 9, 2026;

7.the description of the Company’s securities which is contained in a Registration Statement on Form 8-A filed on July 14, 2021 under the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

All documents filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that we have disclosed or may disclose under Item 2.02 or 7.01 (and any related exhibits) of any Current Report on Form 8-K that we have from time to time furnished or may furnish to the SEC be incorporated by reference into, or otherwise become part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits

Exhibit Number

Description of Exhibit

4.1

Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022)

4.2

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2024)

4.3

Certificate of Designation of Series A Convertible Preferred Stock of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2024)

4.4

Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

4.5

4.6

Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2025)

4.7

Amended and Restated Bylaws of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2023)

4.8

Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2025)

4.9

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 6, 2021)

4.10

Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan, as amended (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2025)

4.11

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.8 of the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2024)

5.1*

Opinion of Norton Rose Fulbright US LLP with respect to the legality of the securities being registered

23.1*

Consent of Norton Rose Fulbright US LLP (included as part of Exhibit 5.1)

23.2*

Consent of Whitley Penn LLP, independent registered public accounting firm

24.1*

Power of Attorney (included on signature pages hereto)

107.1*

Calculation of Filing Fee Table

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Webster, State of Texas, on March 4, 2026.

NAUTICUS ROBOTICS, INC.

By:

/s/ John W. Gibson, Jr.

Name: John W. Gibson, Jr.

Title: President, Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John W. Gibson, Jr. and John Symington, and each of them, singly, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting until each said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ John W. Gibson, Jr.

President, Chief Executive Officer and Director
(Principal Executive Officer)

John W. Gibson, Jr.

March 04, 2026

/s/ Jimena Begaries

Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Jimena Begaries

March 04, 2026

/s/ William H. “Bill” Flores

Chairman of the Board

William H. “Bill” Flores

March 04, 2026

/s/ Dr. James Bellingham

Director

Dr. James Bellingham

March 04, 2026

/s/ Dr. Adam Sharkawy

Director

Dr. Adam Sharkawy

March 04, 2026

/s/ Eli Spiro

Director

Eli Spiro

March 04, 2026

SEC Form S-8 filed by Nauticus Robotics Inc.