Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plans
During the three months ended September 30, 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.
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 3.1 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 3.2 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 3.3 December 27, 2024
3.4 Amended and Restated Bylaws of Nauticus Robotics, Inc (as of May 11, 2023).
Form 8-K 001-40611 3.4 May 15, 2023
3.5 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.5 August 15, 2025
3.6 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc .
Form 8-K 001-40611 3.6 September 2, 2025
3.7 Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.7 August 7, 2025
3.8 Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.8 August 19, 2025
10.1 S ecurities Purchase Agreement dated August 6, 2025 by and among Nauticus Robotics, Inc. and each investor listed therein
Form 8-K 001-40611 10.1 August 7, 2025
10.2 Equity Purchase Facility Agreement, dated as of October 24, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.
Form 8-K 001-40611 10.2 October 27, 2025
10.3 Registration Rights Agreement, dated as of October 24, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.
Form 8-K 001-40611 10.3 October 27, 2025
10.4 Amendment Agreement, dated October 25, 2025, by and among Nauticus Robotics, Inc. and the lenders signatories thereto.
Form 8-K 001-40611 10.4 October 27, 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.
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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.
104.0 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Management Contract
+ Filed herewith
* Furnished herewith
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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: November 13, 2025
By: /s/ Jimena Begaries
Jimena Begaries
Interim Chief Financial Officer
(Principal Financial Officer)
Date: November 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.