Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plans
During the three months ended March 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit Description Schedule/
Form File
Number Exhibits Filing Date
3.1 Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.5 September 15, 2022
3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.1 July 18, 2024
3.3 Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.1 December 27, 2024
3.4 Amended and Restated Bylaws of Nauticus Robotics, Inc (as of May 11, 2023).
Form 8-K 001-40611 3.1 May 15, 2023
10.1**++
Asset Purchase Agreement, dated March 5, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.
Form 8-K
001-40611
10.1 March 5, 2025
10.2**
Amendment No. 1 to Asset Purchase Agreement, dated March 20, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.
Form 8-K
001-40611
10.1 March 25, 2025
10.3† ++
Award Letter dated March 27, 2025.
Form 8-K
001-40611
10.1 April 2, 2025
31.1+ Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+ Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Management Contract
+ Filed herewith
* Furnished herewith
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** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
++ Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NAUTICUS ROBOTICS, INC.
By: /s/ John W. Gibson, Jr.
John W. Gibson, Jr.
Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 2025
By: /s/ Victoria Hay
Victoria Hay
Interim Chief Financial Officer
Date: May 13, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.