Nauticus Robotics Inc美股招股说明书(2025-09-15版)

(to Prospectus Supplement dated August 29, 2025)(to Prospectus Supplement dated July 18, 2025)(to Prospectus Supplement dated June 30, 2025)(to Prospectus dated May 29, 2025) Up to $2,200,000Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 29,2025 as supplemented by the prospectus supplements dated June 30, 2025, July 18, 2025 and August 29, 2025. As reported in acurrent report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2025, and incorporated by referenceinto this prospectus supplement and the accompanying prospectus, Nauticus Robotics, Inc. (“we” or the “Company”) effected a 1-for-9 reverse stock split of the outstanding shares of the Company's common stock, $0.0001 par value per share (the “common stock”),effective September 5, 2025 (the “Reverse Split”). Unless otherwise indicated herein, all historical share amounts and share priceinformation presented in this prospectus supplement have been proportionally adjusted to reflect the impact of the Reverse Split. We previously entered into an At The Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC, orWainwright, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the Sales Agreement, we may now offer and sell shares of our common stock having an aggregateoffering price of up to $2,200,000 from time to time through or to Wainwright, acting as agent or principal. From June 30, 2025through the date hereof, the Company issued and sold 378,850 shares on a post-Reverse Split basis (including 147,571 shares issuedafter the Reverse Split, and 2,081,513 shares issued prior to the Reverse Split, which are equivalent to 231,279 shares on a post-Reverse Split basis) under this at-the-market offering for gross proceeds of approximately $2.65 million and net proceeds ofapproximately $2.51 million, after deducting commissions and offering expenses. You should read this prospectus supplement as wellas the prospectus dated May 29, 2025, the prospectus supplements dated June 30, 2025, July 18, 2025 and August 29, 2025,respectively, as well as the documents incorporated or deemed to be incorporated by reference herein or therein, before you invest. Our common stock is traded on the Nasdaq Capital Market under the symbol “KITT.” On September 12, 2025, the last reportedsale price of our common stock was $3.34 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including salesmade directly on or through the Nasdaq Capital Market, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright asprincipal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices,and/or in any other method permitted by applicable law. Wainwright is not required to sell any specific number or dollar amount ofsecurities but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust, or similararrangement The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be at a fixed commissionrate of 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of thecommon stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended, or the ExchangeAct. The aggregate market value of the outstanding shares of our common stock held by non-affiliates is approximately $53,095,187,which was calculated in accordance with General Instruction I.B.6 of Form S-3 and is based on 5,129,970 shares outstanding held bynon-affiliates, and a price per share of $10.35 (equivalent to a price of $1.15 prior to the Reverse Stock Split), which was the lastreported sale price of our common stock on the Nasdaq Capital Market on July 18, 2025, a date within 60 days prior to the date of thisprospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securitiessold by us or on our behalf in a primary offering pursuant to the reg