Nauticus Robotics, Inc. — fact timeline

Nauticus Robotics, Inc. amended Third Amendment to the Term Loan Agreement with each Lender valued at conversion price reduced to $1.80 for period ending June 15, 2026 (effective 2026-06-01).

“On June 1, 2026, the Company entered into a Third Amendment to the Term Loan Agreement (the “Third Amendment”) with each Lender, pursuant to which the conversion price was reduced to $1.80 for the period ending on June 15, 2026.”

Nauticus Robotics, Inc. shareholders approved Approval of a proposal to adjourn the 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 Meetin at the 2026-05-27 meeting.

“Proposal 6: Approval of a proposal to adjourn the 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 Meeting. For Against Abstain 8,923,833 3,129,150 375,675”

Nauticus Robotics, Inc. shareholders approved Approval of an amendment to the Company's 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000 at the 2026-05-27 meeting.

“Proposal 5: Approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000. For Against Abstain Broker Non-Votes 1,912,375 999,547 96,147 9,420,589”

Nauticus Robotics, Inc. shareholders rejected Approval of a proposal to approve the increase in the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000 at the 2026-05-27 meeting.

“Proposal 4: Approval of a proposal to approve the increase in the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000. For Against Abstain 8,259,900 3,940,828 227,930”

Nauticus Robotics, Inc. shareholders approved Approval of a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a ratio between one to 5 and one to 250 in the Board's discretion at the 2026-05-27 meeting.

“Proposal 3: Approval of a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a ratio between one to 5 and one to 250 in the Board’s discretion. For Against Abstain 8,257,578 4,054,838 116,242”

Nauticus Robotics, Inc. shareholders approved Ratification of the appointment of WithumSmith + Brown as the Company's independent registered accounting firm for 2026 at the 2026-05-27 meeting.

“Proposal 2: Ratification of the appointment of WithumSmith + Brown as the Company’s independent registered accounting firm for 2026. For Against Abstain 10,819,830 1,529,990 78,838”

Nauticus Robotics, Inc. shareholders approved Election of two Class I Directors, to serve until the 2029 Annual Meeting of Shareholders at the 2026-05-27 meeting.

“Proposal 1: Election of two Class I Directors, to serve until the 2029 Annual Meeting of Shareholders. Nominee For Withheld Broker Non-Votes Jim Bellingham 2,584,928 423,141 9,420,589 Adam Sharkawy 2,564,737 443,332 9,420,589”

Nauticus Robotics, Inc. amended Second Amendment to the Term Loan Agreement with each Lender (effective 2026-05-11).

“On May 11, 2026, the Company entered into a Second Amendment to the Term Loan Agreement (the “Second Amendment”) with each Lender, pursuant to which the conversion price was reduced to $2.20 for the period ending on May 21, 2026.”

Nauticus Robotics, Inc. amended Amendment No. 2 to the Asset Purchase Agreement with SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and certain individual selling persons (effective 2026-05-11).

“On May 11, 2026, the Company entered into an Amendment No. 2 to the Asset Purchase Agreement (the “Amendment No. 2”) with the Sellers, pursuant to which the Company and the Sellers amended certain payment terms of the Purchase Agreement.”

Nauticus Robotics, Inc. incurred convertible notes of $1,556,122.00 with institutional investor at original issue discount senior secured convertible debenture maturing September 9, 2026.

“On May 12, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $1,556,122.00 (the "Additional Note"), to an institutional investor”

Nauticus Robotics, Inc. amended term loan of Not restated; no new principal amount disclosed with Lenders party to the Term Loan Agreement, ATW Special Situations Management LLC at Not restated; no change disclosed maturing Not restated; no change disclosed.

“On May 11, 2026, the Company entered into a Second Amendment to the Term Loan Agreement (the "Second Amendment") with each Lender, pursuant to which the conversion price was reduced to $2.20 for the period ending on May 21, 2026.”

Nauticus Robotics, Inc.: Filed certificate of amendment to effect 1-for-8 reverse stock split to meet NASDAQ bid price requirements, effective April 21, 2026 (effective 2026-04-21).

“On April 16, 2026, Nauticus Robotics, Inc. (the "Company") filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the shares of the Company's common stock, par value $0.0001 per share on April 21, 2026.”

Nauticus Robotics, Inc.: Certificate of amendment to effect 1-for-8 reverse stock split of common stock (effective 2026-04-21).

“On April 17, 2026, Nauticus Robotics, Inc. (the "Company") filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the shares of the Company's common stock, par value $0.0001 per share on April 21, 2026.”

Nauticus Robotics, Inc. incurred convertible notes of $1,020,408.00 with an institutional investor maturing September 9, 2026.

“On March 10, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $1,020,408.00 (the “Additional Note”), to an institutional investor ("Investor"), which is convertible into 1,717,281 shares of common stock of the Company calculated at a conversion price of $0.5942.”

Nauticus Robotics, Inc. issued certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Co of warrant to Master Investment Group for part of the Preferred Offering with an aggregate purchase price of up to $3,000,000 for initial preferred shares and potential additional up to $47,000,000.

“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”

Nauticus Robotics, Inc. issued certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) of preferred stock to Master Investment Group for aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000.

“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”

Nauticus Robotics, Inc.: Incorporated by reference to Certificate of Designation; no substantive description of amendment provided.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference herein.”

Nauticus Robotics, Inc. incurred convertible notes of aggregate principal amount of $2,000,000.00 with an institutional investor maturing September 9, 2026.

“On February 9, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $2,000,000.00 (the “Additional Note”), to an institutional investor ("Investor"), which is convertible into 3,365,871 shares of common stock of the Company calculated at a conversion price of $0.5942.”

Nauticus Robotics, Inc. entered into Securities Purchase Agreement with Master Investment Group valued at up to $3,000,000 (effective 2026-02-06).

“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”

Nauticus Robotics, Inc. dismissed Whitley Penn LLP as its auditor.

“The Committee invited several public accounting firms to participate in this process, including Whitley Penn LLP (“Whitley Penn”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The Company notified Whitley Penn that it would be dismissed as the Company’s independent registered public accounting firm on December 19, 2025.”

Nauticus Robotics, Inc. engaged Withum, Smith & Brown P.C. as its auditor.

“(b) On December 19, 2025, the Committee approved the appointment of Withum, Smith & Brown P.C. (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of its standard client acceptance procedures and execution of an engagement letter.”

Nauticus Robotics, Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock to create a new series of preferred stock in connection with exchange agreements with institutional investors (effective 2025-12-03).

“On December 3, 2025, the Company filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware, and the Company and three (3) institutional investors closed the Exchange.”

Nauticus Robotics, Inc. entered into Exchange Agreements with certain institutional investors (effective 2025-12-03).

“On December 3, 2025, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), and certain institutional investors each entered into an Amendment and Exchange Agreement (collectively, the “Exchange Agreements"), by and among the Company and a certain institutional investor, pursuant to which such investor may exchange (collectively, the "Exchanges"), in one or more exchanges, portions of certain secured convertible term loans of the Company (the “Existing Convertible Securities”) and certain original issue discount senior secured convertible debentures due 2026 of the Company (the “Existing Debentures”, and together with the Existing Convertible Securities, the “Existing Securities”), into 3,814 of Series C preferred convertible stock (the “Series C Preferred Stock”)”

Nauticus Robotics, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“October 16, 2025, Nauticus Robotics, Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive trading days, the market value of the Company’s listed securities had been below the minimum $35,000,000 requirement for continued listing on The Nasdaq Capital Market, pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Company also did not meet the alternative equity requirement under Nasdaq Listing Rul”

Nauticus Robotics, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).

“October 16, 2025, Nauticus Robotics, Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive trading days, the market value of the Company’s listed securities had been below the minimum $35,000,000 requirement for continued listing on The Nasdaq Capital Market, pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Company also did not meet the alternative equity requirement under Nasdaq Listing Rul”

Nauticus Robotics, Inc.: A certificate of amendment to the Second Amended and Restated Certificate of Incorporation was filed to effect a 1-for-9 reverse stock split of common stock, effective September 5, 2025, to meet Nasdaq bid price requirements (effective 2025-09-05).

“On September 2, 2025, Nauticus Robotics, Inc. (the "Company") filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect a 1-for-9 reverse stock split of the shares of the Company's common stock, par value $0.0001 per share on September 5, 2025.”

Nauticus Robotics, Inc.: Reduced quorum for stockholder meetings to one-third of voting power (effective 2025-08-15).

“On August 15, 2025, the Board of Directors of Nauticus Robotics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (“Amendment No. 1 to the Amended and Restated By-laws”) to reduce the quorum needed for all meetings of stockholders to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the meeting, present in person or represented by proxy.”

Nauticus Robotics, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock, establishing rights and preferences including conversion price, dividend, redemption terms, and no voting rights (effective 2025-08-07).

“On August 7, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designations of Rights and Preferences of the Series B Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the “Series B Certificate of Designation”) and designated 50,000 shares of Series B Preferred Stock.”

Nauticus Robotics, Inc. reported a fiscal year change.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference herein.”

Nauticus Robotics, Inc. reported that prior financial statements should not be relied upon.

“n the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, originally filed with the SEC on November 12, 2024 (the “Q3 Form 10-Q” and such affected periods, the “Affected Periods”), should no longer be relied upon due to the accounting matter described below and should be amended and restated. Similarly, any previously issued or filed reports, earnings releases, and investor presentations or other communications describing the Company’s unaudited condensed consolidated financial statements and other related financial information covering the Affected Periods should no longer be relied upon The accounting matter relates to the incorrect accounting treatment for debt accounting related to the January 30, 2024 transaction whereby the then existing 5% original issue discount senior secured convertible debentures (the “Original Debenture”) were exchanged”

Nicholas J. Bigney resigned as General Counsel at Nauticus Robotics, Inc..

“On July 29, 2024, Nicholas J. Bigney, General Counsel of Nauticus Robotics, Inc., ("Nauticus") informed the Nauticus of his intention to resign from his position to accept a position with a different company.”

Nauticus Robotics, Inc. reported quarter ended March 31, 2024 results: revenue $0.5 million, net income $0.4 million, EPS $0.01 per basic earnings per share.

“is increasing enterprise value though the commercialization of complex software platforms. Financial Results Exhibit 99.1 • Revenue: Nauticus reported first-quarter revenue of $0.5 million, compared to $2.8 million for the prior-year period and $1.1 million for the prior quarter. Q1 marks the first time that Nauticus has recognized revenue from commercial sources,”

Nauticus Robotics, Inc. incurred term loan of $1,000,000 with ATW Special Situation III LLC maturing 30th anniversary of the date of the Term Loan Agreement.

“ATW Special Situation III LLC, one of the lenders under the Term Loan Agreement, will loan an additional $1,000,000 (the "Incremental Loan") to the Company”

VAdm. Joseph R. Dyer resigned as Director and Chair of the Nominating and Corporate Governance Committee at Nauticus Robotics, Inc..

“Also on April 16, 2024, VAdm. Joseph R. Dyer, a member of the Board, notified the Board that he does not wish to stand for reelection at the Meeting.”

Dr. Lisa Porter resigned as Director and Chair of the Board at Nauticus Robotics, Inc..

“On April 16, 2024, Dr. Lisa Porter, a member of the board of directors (the "Board") of Nauticus Robotics, Inc. (the "Company"), notified the Board that she does not wish to stand for reelection at the 2024 annual meeting of stockholders of the Company (the "Meeting").”

Nauticus Robotics, Inc. reported the year ended December 31, 2023 results: revenue $6.6 million, net income $50.7 million. Guidance initiated.

“Revenue: Nauticus reported fourth quarter revenue of $1.1 million and full year revenue of $6.6 million, compared to $3.2 million and $11.4 million for the prior-year periods. • Operating Expenses: Total expenses during the fourth quarter were $35.3 million, a $24.9 million increase from the prior-year period. Expenses for the year were $61.7 million, a $31.2 million increase from 2022. • Impairment Charges: In the fourth quarter of 2023, Nauticus reported an impairment charge for property plant and equipment of $25.3 million compared to $0 in 2022. • Net Loss: For the fourth quarter, Nauticus recorded a net loss of $39.5 million, or $1.23 per diluted share. This compares with $8.2 million from the same period in 2022. Full year 2023 net loss was $50.7 million compared to $33.2 million for full year 2022.”

Nauticus Robotics, Inc. reported the quarter ended December 31, 2023 results: revenue $1.1 million, net income $39.5 million, EPS $1.23 per diluted share. Guidance initiated.

“Revenue: Nauticus reported fourth quarter revenue of $1.1 million and full year revenue of $6.6 million, compared to $3.2 million and $11.4 million for the prior-year periods. • Operating Expenses: Total expenses during the fourth quarter were $35.3 million, a $24.9 million increase from the prior-year period. Expenses for the year were $61.7 million, a $31.2 million increase from 2022. • Impairment Charges: In the fourth quarter of 2023, Nauticus reported an impairment charge for property plant and equipment of $25.3 million compared to $0 in 2022. • Net Loss: For the fourth quarter, Nauticus recorded a net loss of $39.5 million, or $1.23 per diluted share. This compares with $8.2 million from the same period in 2022. Full year 2023 net loss was $50.7 million compared to $33.2 million for full year 2022.”

Nauticus Robotics, Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5550(b)(2)).

“February 15, 2024, Nauticus Robotics, Inc. (the “Company”) received written notice from Nasdaq notifying it that the market value of the listed securities of the Company had not met the minimum $35 million requirement for the previous 30 business days, as required for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(2). The notice has no immediate impact on the listing of the Company’s common stock and warrants, which will continue to be listed and trade on Nasdaq subject to the Company’s continued compliance with the other listing requirements of Nasdaq Rules. The Company’s s”

Nauticus Robotics, Inc. incurred term loan of aggregate principal amount of $3,753,144 with ATW II and Material Impact at same terms as the Additional Term Loans.

“the Company also entered into a Second Agreement Regarding Incremental Loans, dated as of January 30, 2024 (the “Second Agreement”), by and among the Company, the guarantors (as defined in the Second Agreement), and ATW II and Material Impact, as incremental lenders. The Second Agreement provides the Company with an incremental loan in the aggregate principal amount of $3,753,144 (the “January 2024 Incremental Loan”).”

Nauticus Robotics, Inc. incurred term loan of aggregate $9.55 million of secured term loans with ATW Special Situations Management LLC, ATW Special Situations III LLC, Material Impact Fund II, L.P., VHG Investments LLC, ATW II LLC, ATW I LLC at 15% per annum maturing earliest of: (a) the third anniversary of the date of the Term Loan Agreement, (b) the maturity of the Indebtedness under that certain Senior Secured Term Loan.

“the Company also entered into a senior secured term loan agreement (the “Term Loan Agreement”) with ATW Special Situations Management LLC (“ATW Management”), as collateral agent (in such capacity, the “Collateral Agent”) and lender, and ATW Special Situations III LLC (“ATW III”), Material Impact, VHG Investments LLC (“VHG Investments”), ATW II LLC and ATW I LLC, as lenders (collectively, the “Lenders”). The Term Loan Agreement provides the Company with an aggregate $9.55 million of secured term loans (the “Loans”).”

Nauticus Robotics, Inc. entered into Senior Secured Term Loan Agreement with ATW Special Situations Management LLC and others valued at $9.55 million (effective 2024-01-30).

“On January 30, 2024, the Company also entered into a senior secured term loan agreement (the “Term Loan Agreement”) with ATW Special Situations Management LLC (“ATW Management”), as collateral agent (in such capacity, the “Collateral Agent”) and lender, and ATW Special Situations III LLC (“ATW III”), Material Impact, VHG Investments LLC (“VHG Investments”), ATW II LLC and ATW I LLC, as lenders (collectively, the “Lenders”). The Term Loan Agreement provides the Company with an aggregate $9.55 million of secured term loans”

Nauticus Robotics, Inc. entered into Second Agreement Regarding Incremental Loans with ATW Special Situations II LLC and Material Impact Fund II, L.P. valued at $3,753,144 (effective 2024-01-30).

“the Company also entered into a Second Agreement Regarding Incremental Loans, dated as of January 30, 2024 (the “Second Agreement”), by and among the Company, the guarantors (as defined in the Second Agreement), and ATW II and Material Impact, as incremental lenders. The Second Agreement provides the Company with an incremental loan in the aggregate principal amount of $3,753,144”

Nauticus Robotics, Inc. amended Second Amendment to Senior Secured Term Loan Agreement with required lenders (effective 2024-01-30).

“On January 30, 2024, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Second Amendment to Senior Secured Term Loan Agreement, dated as of January 30, 2024 (the “Second Amendment”), by and among the Company, the guarantors (as defined in the Second Amendment) and the required lenders (as defined in the Second Amendment), which amended that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023”

Victoria Hay was appointed as principal accounting officer at Nauticus Robotics, Inc..

“On January 28, 2024, the board of directors of Nauticus Robotics, Inc. (the “Company”) appointed Victoria Hay as the Company’s “principal accounting officer.””

Nauticus Robotics, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price.

“January 22, 2024, Nauticus Robotics, Inc. (the “Company”) received written notice from Nasdaq notifying it that the average closing bid price of the Company’s shares of common stock was below the minimum closing bid price of $1 per share during the last 30 consecutive trading days, as required for continued listing on the Nasdaq under Nasdaq’s listing rules (the “Rules”). The notice has no immediate impact on the listing of the Company’s common stock and warrants, which will continue to be listed and trade on Nasdaq subject to the Company’s continued compliance with the other listing requireme”

Tom Matura departed as principal accounting officer at Nauticus Robotics, Inc..

“On January 12, 2024, Tom Matura, the principal accounting officer of Nauticus Robotics, Inc. (the “Company”), left the Company.”

Nauticus Robotics, Inc. entered into Nauticus Second Lien Restructuring Agreement with Investors (effective 2023-12-31).

“Second Lien Restructuring Agreement In connection with the entry into, and as a condition precedent to the closing of the December 2023 Incremental Loan under the First Amendment, on December 31, 2023, the Company, Nauticus Robotics Holdings, Inc., a Texas corporation (“Nauticus Sub”), other debtor parties joined to the Pledge and Security Agreement from time to time, and the Investors in its capacity as a holder of the Investor Warrant issued pursuant to the Securities Purchase Agreement (as defined below), entered into the Nauticus Second Lien Restructuring Agreement (the “Second Lien Restructuring Agreement”)”

Nauticus Robotics, Inc. entered into Securities Purchase Agreement with ATW Special Situations I LLC valued at $5,000 (effective 2023-12-31).

“Common Stock PIPE Securities Purchase Agreement On December 31, 2023, the Company and ATW Special Situations I LLC, as the purchaser, entered into a Securities Purchase Agreement (the “PIPE SPA”), pursuant to which the purchaser agreed to purchase up to an aggregate of $5,000 of the shares of common stock”

Nauticus Robotics, Inc. entered into First Amendment to Senior Secured Term Loan Agreement with ATW Special Situations II LLC valued at $695,000 (effective 2023-12-31).

“First Amendment to Term Loan Agreement On December 31, 2023, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a First Amendment to Senior Secured Term Loan Agreement, dated as of December 31, 2023 (the “First Amendment”), by and among the Company, the subsidiary guarantors (as defined in the First Amendment) and ATW Special Situations II LLC (“ATW II”), a Delaware limited liability company, which amended that certain Senior Secured Term Loan agreement dated as of September 18, 2023”

John W. Gibson Jr. was appointed as Interim Chief Executive Officer and President at Nauticus Robotics, Inc..

“On January 4, 2024, the Board appointed John W. Gibson, Jr. as the Interim Chief Executive Officer and President of the Company, and designated Mr. Gibson as the “principal executive officer.””