Nauticus Robotics, Inc. — fact timeline

Donnelly Bohan departed as Chief Operating Officer at Nauticus Robotics, Inc..

“Also on January 4, 2024, Donnelly Bohan, the Company’s Chief Operating Officer, departed the Company.”

Nicolaus Radford resigned as Director at Nauticus Robotics, Inc..

“Pursuant to Mr. Radford’s employment agreement, Mr. Radford was also deemed to have resigned from the Board of Directors of the Company (the “Board”) contemporaneous with his departure from the Company.”

Nicolaus Radford departed as Chief Executive Officer at Nauticus Robotics, Inc..

“On January 4, 2024, Nicolaus Radford, the Company’s Chief Executive Officer, departed the Company.”

Mark Mey resigned as Director at Nauticus Robotics, Inc..

“On December 18, 2023, Mark Mey, a member of the board of directors (the “Board”) of Nauticus Robotics, Inc. (the “Company”), tendered his resignation as a director on the Board.”

Victoria Hay was appointed as Interim Chief Financial Officer at Nauticus Robotics, Inc..

“appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company.”

M. Dilshad Kasmani was removed as Chief Legal and Administrative Officer at Nauticus Robotics, Inc..

“removed Rangan Padmanabhan, the Company’s Chief Financial Officer and principal financial officer, and M. Dilshad Kasmani, the Company’s Chief Legal and Administrative Officer, as officers of the Company.”

Rangan Padmanabhan was removed as Chief Financial Officer at Nauticus Robotics, Inc..

“removed Rangan Padmanabhan, the Company’s Chief Financial Officer and principal financial officer, and M. Dilshad Kasmani, the Company’s Chief Legal and Administrative Officer, as officers of the Company.”

Nauticus Robotics, Inc. entered into Agreement and Plan of Merger with 3D at Depth, Inc. valued at Merger of Merger Sub with and into 3DAD, with 3DAD surviving as wholly owned subsidiary (effective 2023-10-02).

“On October 2, 2023, Nauticus Robotics, Inc., a Delaware corporation (“Nauticus”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with 3D Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Nauticus (“Merger Sub”), and 3D at Depth, Inc., a Delaware corporation (“3DAD””

Nicolaus Radford changed role as President at Nauticus Robotics, Inc..

“Mr. Gibson assumed the role of President from Mr. Nicolaus Radford, who will continue to serve as the Company's Chief Executive Officer.”

John W. Gibson, Jr. was appointed as President at Nauticus Robotics, Inc..

“appointed John W. Gibson, Jr., a current member of the Board, to serve as President of the Company.”

William H. Flores was appointed as Director at Nauticus Robotics, Inc..

“appointed the Honorable William H. “Bill” Flores to the Board.”

Nauticus Robotics, Inc. incurred term loan of up to an aggregate $20.0 million with ATW Special Situations II LLC at 12.50% per annum maturing the earliest of: (a) the third anniversary of the date of the Term Loan Agreement, (b) 91 days prior to the maturity of the 5% Original Issue Discount Senior Se.

“Impact Fund II, L.P. (“MIF”) and RCB Equities #1, LLC (“RCB”), as lenders (collectively, the “Lenders”). The Term Loan Agreement provides the Company with up to an aggregate $20.0 million of secured term loans (the “Loans”), of which $11.6 million has already been funded and/or deemed issued under the Term Loan Agreement. Any portion of the outstanding principal”

Nauticus Robotics, Inc. entered into Term Loan Agreement with ATW Special Situations II LLC, Transocean Finance Limited, ATW Special Situations I LLC, Material Impact Fund II, L.P. and RCB Equities #1, LLC valued at up to an aggregate $20.0 million (effective 2023-09-18).

“On September 18, 2023, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a senior secured term loan agreement (the “Term Loan Agreement” with ATW Special Situations II LLC (“ATW II”), as collateral agent (in such capacity, the “Collateral Agent”) and lender, and Transocean Finance Limited (“Transocean Finance”), ATW Special Situations I LLC (“ATW I”), Material Impact Fund II, L.P. (“MIF”) and RCB Equities #1, LLC (“RCB”), as lenders (collectively, the “Lenders”).”

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

“the Company’s management and the Audit Committee concluded on August 10, 2023 that the Affected Q1 2023 Financial Statements should no longer be relied upon”

Nauticus Robotics, Inc. reported second quarter ended June 30, 2023 results: revenue $1.1 million, net income $20.7 million, EPS $0.49 per diluted share.

“Nauticus reported second quarter revenue of $1.1 million compared to $2.8 million in the prior-year period. The decrease in revenue is primarily attributable to delays in contract authorization with government entities. Total operating expenses during the second quarter were $8.0 million, a $2.5 million increase from the prior-year period. $1.7 million of the increase was associated with non-cash stock compensation expense. The balance of increase was attributable to increased general and administrative (“G&A”) costs associated with being a public company as well as to support the continued growth of the Company as it transitions to commercial operations. For the quarter, Nauticus recorded a net income attributable to common stockholders of $20.7 million, or $0.49 per diluted share.”

Nauticus Robotics, Inc. amended First Amendment to Registration Rights Agreement with certain investors (the "Holders") (effective 2023-06-22).

“on June 22, 2023, the Company and the Holders entered into the First Amendment to Registration Rights Agreement (the “ Amended RRA ”), pursuant to which the Company has agreed to deliver to the Holders an aggregate of 1,890,066 shares of Common Stock (the “ RRA Shares ”), in exchange for the release by the Holders of any and all claims, remedies, or causes of action under any of the Transaction Documents (as defined in the RRA), including all past and future claims for liquidated damages under the RRA.”

Nauticus Robotics, Inc. entered into Agreement with Petróleo Brasileiro S.A. (Petrobras) valued at BRL 21.6 million (approximately USD 4.3 million) (effective 2022-05-23).

“On May 23, 2022, Nauticus Robotics Brazil Ltda., a Brazilian limited liability company (the "Company") and a wholly owned subsidiary of Nauticus Robotics, Inc., a Delaware corporation, entered into an agreement (the "Agreement") by and between the Company and Petróleo Brasileiro S.A., a Brazilian limited liability corporation ("Petrobras"), pursuant to which, among other things and upon the terms and subject to the conditions set forth therein, the Company will provide Petrobras with underwater inspection services through the use of Aquanaut, the Company’s autonomous subsea robotic system.”

Nauticus Robotics, Inc.: Amended and restated bylaws to update advance notice provisions for director nominations and comply with SEC Universal Proxy Rule (effective 2023-05-11).

“Nauticus Robotics, Inc., a Delaware corporation (the “Company ”), amended and restated the Company’s bylaws (following such amendment and restatement, the “A&R Bylaws”), effective May 11, 2023, pursuant to prior approval by the Company’s board of directors. The A&R Bylaws include changes made to the advance notice provisions included in Section 1.10 – Nomination of Directors, which add that persons controlling, directly or indirectly, or acting in concert with Company stockholders in connection with director nominations are subject to certain information, disclosure, and representation requirements, as well as other revisions to ensure compliance with the SEC’s new Universal Proxy Rule, Rule 14a-19 of the Securities Exchange Act of 1934.”

Nauticus Robotics, Inc. reported the first quarter ended March 31, 2023 results: revenue $2.8 million, net income $10.2 million, EPS $0.26 per basic and diluted share.

“First Quarter 2023 Financial Results Nauticus reported first quarter revenue of $2.8 million compared to $2.2 million in the prior-year period. The increase in revenue is primarily attributable to one new contract and the continuation and increased performance on existing service contracts from the prior year. Total operating expenses during the first quarter were $8.6 million, a $3.7 million increase from the prior-year period. The increase was mainly attributable to higher cost of revenue and increased general and administrative (“G&A”) costs associated with being a public company. For the quarter, Nauticus recorded a net loss attributable to common stockholders of $10.2 million, or $0.26 per basic and diluted share. This compares to a net loss attributable to common stockholders of $3.5 million, or $0.36 per basic and diluted share in the prior year comparable period.”

Nauticus Robotics, Inc. shareholders approved Ratification of the appointment of Whitley Penn LLP as the independent registered public accounting firm for fiscal year 2023 at the 2023-05-10 meeting.

“Whitley Penn LLP was ratified as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2023 based on the following vote: For Against Withhold/Abstain Broker Non-Votes 34,827,780 991 127 0”

Nauticus Robotics, Inc. shareholders approved Election of Class I director nominees to hold office until the Company's 2026 annual meeting of stockholders at the 2023-05-10 meeting.

“The director nominees listed below were elected as Class I directors to hold office until the Company's 2026 annual meeting of stockholders based on the following vote: Jim Bellingham For Against Withhold/Abstain Broker Non-Votes 33,200,400 856 39 1,627,603 Adam Sharkawy For Against Withhold/Abstain Broker Non-Votes 33,200,521 727 47 1,627,603”

Nauticus Robotics, Inc. reported the year ended December 31, 2022 results: revenue $11.4 million, net income $33.2 million, EPS $1.75 per basic and diluted share.

“Nauticus reported full year revenue of $11.4 million, an increase of 33% compared to 2021. The increase is primarily attributable to revenue from four new service contracts and increased performance on an existing service contract. Total operating expenses during the year were $29.8 million, a $14.7 million increase vs. 2021. 2022 operating expenses include $3.5 million of one-time deal-related expenses. Other drivers of the year-over-year increase primarily relate to higher cost of revenue and increased general and administrative (“G&A”) costs associated with being a public company. For the year, Nauticus recorded a net loss attributable to common stockholders of $33.2 million, or $1.75 per basic and diluted share.”

Nauticus Robotics, Inc. reported the fourth quarter ended December 31, 2022 results: revenue $3.2 million, net income $8.2 million, EPS $0.21 per basic and diluted share.

“Nauticus reported fourth quarter revenue of $3.2 million compared to $5.3 million in the prior-year period. The decrease in revenue is primarily attributable to revenue from our largest 2021 contract being recognized primarily during the fourth quarter. Total operating expenses during the fourth quarter were $10.4 million, a $3.6 million increase from the prior-year period. The increase was mainly attributable to higher cost of revenue and increased general and administrative (“G&A”) costs associated with being a public company. For the quarter, Nauticus recorded a net loss attributable to common stockholders of $8.2 million, or $0.21 per basic and diluted share.”

Nauticus Robotics, Inc. reported third quarter ended September 30, 2022 results: revenue $3.0 million, net income $11.0 million, EPS $0.67 per basic and diluted share.

“Nauticus reported third quarter revenue of $3.0 million, an increase of 51% compared to the prior-year period. The increase in revenue is primarily attributable to the addition of new defense contracts, including the continued lease of an Aquanaut vehicle. Total operating expenses during the third quarter were $9.0 million, a $6.0 increase from the prior-year period. Third quarter of 2022 operating expenses includes $3.5 million of expenses related to the Company’s business combination with CLAQ. Other drivers of the year-over-year increase are primarily related to higher costs of revenue and increased general and administrative (“G&A”) costs. Included in the increased G&A costs are employee salaries, sales and marketing, and professional fees in order to scale the business further and manage the additional responsibilities of a public company. For the quarter, Nauticus recorded a net loss attributable to common stockholders of $11.0 million, or a loss of $0.67 per basic and diluted sh”