Core Viewpoint - Nauticus Robotics, Inc. has entered into an agreement to convert $33 million of debt into equity through a preferred stock exchange, aiming to significantly reduce its leverage and resolve NASDAQ compliance issues [1] Company Overview - Nauticus Robotics, Inc. specializes in developing autonomous robots for ocean industries, utilizing sensors, artificial intelligence, and algorithms for adaptability in changing environments [2] - The company's business model includes providing robotic systems for services, selling vehicles and components, and licensing software to both commercial and defense sectors [2] - Nauticus is testing a new generation of vehicles designed to lower operational costs and gather data for maintaining various subsea infrastructures [2] - The company also offers technology products for retrofitting traditional ROV operations and third-party vehicle platforms, enhancing data collection, analytics, and subsea manipulation capabilities [2] - Nauticus aims to reduce operational footprints, costs, and greenhouse gas emissions while improving offshore health, safety, and environmental exposure [2]

HOUSTON, Oct. 30, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. ("Nauticus" or the "Company") (NASDAQ: KITT) today announced the Company's schedule for releasing its third quarter financial and operating results for the period ended September 30, 2024. The Company plans to release its third quarter financial and operating results after market close on November 12, 2024. The Company plans to host an earnings conference call on November 13, 2024 at 10:00 am Central Standard Time. To participate in the earnings ...

HOUSTON, Sept. 30, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, is pleased to announce completion of qualification testing of its flagship underwater vehicle, Aquanaut Mark 2. The Aquanaut used for testing, Vehicle 2, is now performing commercial inspection work at a production field in the Gulf of Mexico (GOM). This transition from qualification to commercial operations marks a major milestone for the company. Nauticus' Autonom ...

Core Points - Nauticus Robotics Inc. has received an extension from Nasdaq until December 31, 2024, to regain compliance with listing standards [1][2] - The company presented a detailed compliance plan during a Nasdaq Hearings Panel meeting on September 5, 2024 [2] - Nauticus will continue to work on its compliance plan and will disclose actions taken to achieve compliance once fully executed [3] Company Overview - Nauticus Robotics develops autonomous robots for ocean industries, utilizing sensors, artificial intelligence, and algorithms for adaptability [4] - The business model includes providing robotic systems for services, selling vehicles and components, and licensing software to commercial and defense sectors [4] - The company is testing a new generation of vehicles aimed at reducing operational costs and maintaining subsea infrastructure [4] - Nauticus' services focus on data collection, analytics, and subsea manipulation to support asset maintenance while minimizing operational footprint and greenhouse gas emissions [4]

HOUSTON, Sept. 17, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, began its second round of qualification testing of its flagship underwater vehicle, Aquanaut Mark 2, in the Gulf of Mexico (GOM). Vehicle 2 will be used for commercial operations going forward. Completion of this testing is intended to certify the vehicle for water depths exceeding 2000 meters. Nauticus' Autonomous Solutions team is conducting tests off the coast of ...

Financial Data and Key Metrics Changes - Revenue for Q2 2024 was $500,000, unchanged from Q1 2024 and down $600,000 from Q2 2023, primarily related to work with a South American deepwater operator [9] - Operating expenses for Q2 2024 were $6.5 million, a decrease of $1.5 million from Q2 2023 but an increase of $0.5 million sequentially [9] - Net loss for the quarter was $5.4 million, a reduction of $26 million from Q2 2023, but an increase of $4.9 million sequentially [10] - Cash at the end of Q2 2024 was $8.1 million, compared to $0.7 million at the end of 2023, due to funding received and capital raised [11] Business Line Data and Key Metrics Changes - The company is focused on the Aquanaut Mark 2 vehicle, with plans to mobilize it to the Gulf of Mexico for revenue-generating work [5][8] - The Drix has been moved back to property, plant, and equipment (PPE) as it is now working on a revenue-generating contract [11] Market Data and Key Metrics Changes - The market capitalization is approximately $11 million based on outstanding shares, but the true market cap is closer to $40 million to $50 million on a fully diluted basis [16][17] Company Strategy and Development Direction - The company is actively working on both commercial and defense contracts, with a focus on increasing its backlog for 2025 [4] - The management is committed to meeting NASDAQ's listing standards and has engaged advisers for assistance [5] - The introduction of toolKITT is seen as a core part of the business, with expectations for it to become a significant revenue stream [25][27] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about upcoming projects in the Gulf of Mexico and the potential for increased commercial activity [8][31] - There is a strong interest in defense contracting, with ongoing negotiations for a potential defense contract [29] Other Important Information - A reverse stock split was completed on July 22, 2024, to meet NASDAQ's minimum bid price requirement [5][9] - The company is transitioning to full autonomy with its vehicles, which is expected to enhance operational efficiency [19][27] Q&A Session Summary Question: What is the current market cap and number of outstanding shares? - The market cap is approximately $11 million based on outstanding shares, but the true market cap is closer to $40 million to $50 million on a fully diluted basis [16][17] Question: Is the revenue from AUV deployment set at a specific daily rate? - The daily rate for AUV deployment ranges from $25,000 to $75,000, which includes various costs, and the company models for about 200 operational days a year [19][20] Question: What is the status of the defense contract with the Marines? - The company is actively negotiating a potential defense contract, with discussions ongoing technically and commercially [29]

Exhibit 99.1 Nauticus Robotics Announces Results for the Second Quarter of 2024 HOUSTON, Aug. 13, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the quarter ended June 30, 2024. "I would like to thank our existing lenders for their continued support. Their steady conversion of warrants and convertible debentures improve our market cap and reduce our interest burden and our leverage," said John Gibson ...

HOUSTON, Aug. 13, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the quarter ended June 30, 2024. "I would like to thank our existing lenders for their continued support. Their steady conversion of warrants and convertible debentures improve our market cap and reduce our interest burden and our leverage," said John Gibson, Nauticus' CEO and President. "We successfully completed Phase I of a program f ...

Revenue and Financial Performance - Total revenue for Q2 2024 was $501,708, a significant decrease from $1,128,115 in Q2 2023[11] - Net loss for Q2 2024 was $(5,373,320), compared to a net income of $20,673,440 in Q2 2023[11] - Net loss for the six months ended June 30, 2024, was $4.96 million, compared to a net income of $6.53 million in the same period in 2023[17] - Revenue decreased by 56% to $501,708 for the three months ended June 30, 2024, and by 76% to $966,062 for the six months ended June 30, 2024, primarily due to a reduction in government-related contracts[144] - Revenue from cost-plus fixed fee contracts for the six months ended June 30, 2024, was $214,414, compared to $2,577,168 for the same period in 2023[53] - Sales to three customers accounted for 100% of total revenue for the six months ended June 30, 2024, with 83% of accounts receivable due from these customers[49] Operating Loss and Expenses - Operating loss for Q2 2024 was $(6,012,560), compared to $(6,869,022) in Q2 2023[11] - Total costs and expenses for Q2 2024 were $6,514,268, down from $7,997,137 in Q2 2023[11] - Research and development expenses for Q2 2024 were $0, compared to $482,761 in Q2 2023[11] - General and administrative expenses for Q2 2024 were $3,227,288, down from $5,560,565 in Q2 2023[11] - Research and development costs decreased by 100% to $0 for the three months ended June 30, 2024, and by 91% to $63,534 for the six months ended June 30, 2024, as the company achieved technological feasibility and focused on bringing products to market[146] - General and administrative costs decreased by 42% to $3,227,288 for the three months ended June 30, 2024, and by 38% to $6,657,298 for the six months ended June 30, 2024, driven by headcount reductions and cost-cutting efforts[147] - Cost of revenue increased by 51% to $2,875,394 for the three months ended June 30, 2024, driven by costs related to testing the Aquanaut vehicle[145] - Depreciation increased by 674% to $411,586 for the three months ended June 30, 2024, and by 157% to $837,771 for the six months ended June 30, 2024, due to an increase in property and equipment[145] Earnings Per Share - Basic earnings per share for Q2 2024 was $(2.75), compared to $18.62 in Q2 2023[11] - Diluted earnings per share for Q2 2024 was $(2.75), compared to $17.70 in Q2 2023[11] - Net loss for the three months ended June 30, 2024, was $5,373,320, with a basic and diluted loss per share of $2.75[133] Cash Flow and Liquidity - Net cash used in operating activities for the six months ended June 30, 2024, was $15.05 million, compared to $13.01 million in the same period in 2023[17] - Net cash from financing activities for the six months ended June 30, 2024, was $22.35 million, primarily from proceeds of notes payable and ATM offering[17] - Cash and cash equivalents at the end of June 30, 2024, were $8.12 million, compared to $4.35 million at the end of June 30, 2023[17] - The company does not generate sufficient revenue to cover operating expenses, working capital, and capital expenditures[150] - The company has implemented cost-cutting measures to preserve cash and may require additional liquidity over the next twelve months[150] - A current investor has committed to providing additional liquidity to support the company's operations[150] - The company believes it has sufficient resources to continue as a going concern for at least one year from the date of the financial statements[150] - Cash used in operating activities was $15,051,198, with $3,314,573 allocated to increase working capital[151] - Proceeds from the sale of AHFS were $419,720, offset by capital expenditures of $351,942[151] Debt and Financing - Total notes payable increased to $61,586,011 as of June 30, 2024, from $48,825,320 as of December 31, 2023, driven by growth in convertible senior secured term loans[63] - The company issued $36,530,320 in convertible secured debentures on September 9, 2022, with a 2% original issue discount and 2,922,425 associated warrants[65] - On January 30, 2024, the company exchanged $29,591,600 in senior secured convertible debentures with ATW I, $5,102,000 with MIF, and $1,836,720 with SLS[67] - Debt discount amortization included in interest expense was $2,072,903 for the three months ended June 30, 2024, and $3,222,575 for the six months ended June 30, 2024[70] - The 2023 Term Loan Agreement provided the company with up to $20 million in secured term loans, with an initial funding of $11,600,000[72] - The company entered into a First Amendment to the 2023 Term Loan Agreement, providing an incremental loan of $695,000, bringing the total loan funded under the Term Loan Agreement and First Amendment to $12,295,000 as of December 31, 2023[78] - The company secured a Second Amendment to the Term Loan Agreement, obtaining an incremental loan of $3,753,144 in January 2024[80] - The company entered into a 2024 Term Loan Agreement, securing $9,551,856 in term loans, with an option for an additional $6 million within 180 days of signing[82] - The 2024 Loans bear an interest rate of 15% per annum, payable quarterly, and are convertible into shares of Common Stock at a conversion price of $0.4582 per share[83][85] - The company entered into a May 2024 Amendment to the 2024 Term Loan Agreement, securing an additional $1,000,000 loan with terms similar to the ATW Extended Maturity Term Loan[86] - Interest expense for the convertible senior term loans includes $9,944 in debt discount amortization and $169,619 in amortization of debt issuance costs for the six months ended June 30, 2024[87] - Net interest expense for the three months ended June 30, 2024 increased by $2,112,826 or 136% due to interest on convertible senior secured term loans[149] - Net interest expense for the six months ended June 30, 2024 decreased by $368,869 or 6%, partially offset by increased interest expense from convertible senior secured term loans[149] Assets and Liabilities - The company has restricted certificates of deposit of $51,223 as of June 30, 2024, related to a guarantee against corporate credit cards[28] - The company's accounts receivable and contract assets are recorded at the invoiced amount, with an allowance for credit losses estimated based on historical losses and current conditions[30] - Inventories as of June 30, 2024, totaled $2,217,507, with raw materials at $897,902 and work in progress at $1,319,605[39] - Accounts receivable, net as of June 30, 2024, totaled $176,458, with no allowances for doubtful accounts[54] - Contract liabilities decreased to $457,872 at June 30, 2024, from $2,767,913 at December 31, 2023, primarily due to costs incurred on a loss-making contract[55] - Prepaid expenses and other current assets totaled $1,283,088 and $490,419, respectively, as of June 30, 2024[58] - Property and equipment increased to $10,128,832 as of June 30, 2024, up from $8,610,765 as of December 31, 2023, driven by growth in property & equipment and technology hardware equipment[59] - Total accrued liabilities decreased to $5,212,935 as of June 30, 2024, from $7,339,099 as of December 31, 2023, primarily due to reductions in accrued compensation, severance, and professional fees[61] - The company agreed to a $657,000 settlement for exiting an office lease, to be paid over 8 months starting April 2024[62] - Total lease payments as of June 30, 2024 amount to $1,682,630, with a present value discount of $226,007, resulting in operating lease liabilities of $1,456,623[94] Stock and Warrants - The company effected a 1-for-36 reverse stock split on July 22, 2024, converting 150,107,598 shares into 4,169,679 shares[97] - ATW I converted secured debentures with a principal value of $2,194,231 and interest of $43,167 into 628,942 shares of Common Stock post-reverse stock split in Q2 2024[100] - The company issued 1,406,424 shares of Common Stock post-reverse stock split under an ATM offering, raising gross proceeds of $9,857,857 and net proceeds of $9,357,954 in Q2 2024[100] - Earnout Shares totaling 208,333 (post-reverse stock split) remain in escrow as of June 30, 2024, with triggering events not yet achieved[102][103] - Public Warrants valued at $258,750 as of June 30, 2024, with a gain in value of $192,338 for the six months ended June 30, 2024[108] - Private Warrants valued at $224,862 as of June 30, 2024, with a gain in value of $155,669 for the six months ended June 30, 2024[110] - The company issued 1,890,066 shares of Common Stock (pre-reverse stock split) as payment for liquidated damages and interest of $4,320,690 in Q3 2023[114] - The company may redeem Public Warrants at $0.01 per warrant if the reported last sale price of Common Stock equals or exceeds $16.50 per share for 20 trading days within a 30-day trading period[106] - The company amended the exercise price of Original SPA Warrants to a weighted average of $3.28 per share, with tranches priced between $2.04 and $4.64 per share, covering 2,922,425 shares of Common Stock pre Reverse Stock Split[116] - ATW I exercised 165,713 Amended SPA Warrants, resulting in 165,713 shares of Common Stock (4,603 post Reverse Stock Split) and 165,713 New SPA Warrants issued, with proceeds of $338,055 received by the company[117] - The company reset the exercise price of SPA Warrants from $20.00 to $6.00 per share, increasing the number of warrants to 552,377 pre Reverse Stock Split[118] - ATW I exercised 5,700,000 SPA Warrants pre Reverse Stock Split (158,334 post Reverse Stock Split) in March 2024 and 16,461,186 SPA Warrants pre Reverse Stock Split (457,255 post Reverse Stock Split) in Q2 2024, with no cash received by the company[120] - The fair value of SPA Warrants was $709,081 as of June 30, 2024, and $17,544,561 as of December 31, 2023, with a gain of $4,441,987 for the three months ended June 30, 2024[122] - Total stock-based compensation expense for the three and six months ended June 30, 2024, was $809,310 and $1,862,164, respectively[123] - The company's 401(k) plan cost was $48,261 for the three months ended June 30, 2024, and $103,265 for the six months ended June 30, 2024[124] - ATW I converted secured debentures with a principal value of $2,194,231 and interest of $43,167 into 22,641,909 shares pre Reverse Stock Split (628,942 post Reverse Stock Split) in Q2 2024[126] - The company entered into a New Debenture with ATW I for an aggregate principal amount of $29,591,600, and similar agreements with MIF and SLS Family Irrevocable Trust for $5,102,000 and $1,836,720, respectively[127] Leases and Real Estate - The company extended its office and manufacturing facility lease for an additional 3 years in March 2024, using an incremental borrowing rate of 8% to determine the present value of lease payments[89] - The company exited a lease for office space in March 2024, agreeing to a settlement figure of $657,000 and removing the related right-of-use asset and lease liability from the consolidated balance sheet[90] - The company reported a gain on lease termination of $23,897 for the six months ended June 30, 2024, related to reducing the size of office space leased in Norway[91] - Total operating lease expense for the six months ended June 30, 2024, was $473,713, with cash paid for operating leases amounting to $245,558[92] - The company reported a gain on lease termination of $8,532 for the three months ended June 30, 2024, and $23,897 for the six months ended June 30, 2024, due to reduced leased office space in Norway[148] Technology and Products - The company continues to develop its principal products and conduct R&D activities, but does not generate sufficient revenue to cover operating expenses, working capital, and capital expenditures[22] - Revenue is primarily generated from providing technology, engineering services, and products to the offshore industry and governmental entities, with no product sales for the six months ended June 30, 2024[34] - The company's robotic systems and services are designed to reduce operational costs, gather data, and maintain subsea infrastructure, targeting both commercial and government sectors[21] - The company's Aquanaut vehicle operates in both AUV and ROV modes, with unique underwater acoustic communication technology called Wavelink, which eliminates the need for long umbilical cables[141] - The company's key technologies include autonomous platforms, acoustic communications networks, electric manipulators, AI-based perception and control software, and high-definition workspace sensors[142] Other Income and Expenses - Total other income, net for Q2 2024 was $(639,240), compared to $(27,542,462) in Q2 2023[11] - The company recorded foreign currency transaction losses of $4,296 and $9,443 for the three and six months ended June 30, 2024, respectively[42] - The company reported no income tax expense for the six months ended June 30, 2024, and has a full valuation allowance against its deferred income tax assets[96] - The fair value of warrant liabilities showed a gain of $4,422,701 for the three months ended June 30, 2024, and $12,732,324 for the six months ended June 30, 2024[148] - The company's financial liabilities measured at fair value include Public, Private, and SPA Warrants, with total fair value of $1,192,693 as of June 30, 2024[137] Shareholder Equity and Stock Transactions - Basic weighted average shares outstanding for Q2 2024 were 1,950,563, up from 1,110,091 in Q2 2023[11] - The company capitalized interest totaling $536,077 during the six months ended June 30, 2023, with $219,531 related to inventory and $316,546 related to property and equipment[47] - The company divested $2,940,254 worth of property and equipment in 2023, including Hydronaut vessels and the Drix unmanned surface vessel, to enhance cash flow[59] - Hydronaut vessels 2 and 3 were sold on January 22, 2024, for $1,533,609, with $375,000 in cash received[59] - The company received net proceeds of $22,346,163 from debt and equity financing, including convertible secured term loans and an ATM share offering[151]

Group 1 - Nauticus Robotics has announced a new testing partnership with Florida Atlantic University (FAU) for its Aquanaut Mark 2, which will take place in both shallow and deep water settings [1][2] - The partnership is expected to save Nauticus Robotics 90% of testing costs for the Aquanaut Mark 2 [2] - The testing at FAU will facilitate efficient product development and data collection, expediting the technology's preparation for commercial use [3] Group 2 - Following the announcement of the testing agreement, KITT stock experienced significant trading activity, with over 8 million shares changing hands, far exceeding its daily average of approximately 1.1 million shares [3] - KITT stock rose by 40.4% as of Friday morning, reflecting positive investor sentiment regarding the partnership [4]