Nauticus Robotics Inc美股招股说明书(2025-10-24版)

Up to $1,600,000Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 29, 2025as supplemented by the prospectus supplements dated June 30, 2025, July 18, 2025, August 29, 2025 and September 15, 2025. As reportedin a current 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-9reverse stock split of the outstanding shares of the Company's common stock, $0.0001 par value per share (the “common stock”), effectiveSeptember 5, 2025 (the “Reverse Split”). Unless otherwise indicated herein, all historical share amounts and share price informationpresented 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 aggregate offeringprice of up to $1,600,000 from time to time through or to Wainwright, acting as agent or principal. From June 30, 2025 through the datehereof, the Company issued and sold 1,182,704 shares on a post-Reverse Split basis (including 951,425 shares issued after the ReverseSplit, and 2,081,513 shares issued prior to the Reverse Split, which are equivalent to 231,279 shares on a post-Reverse Split basis) underthis at-the-market offering for gross proceeds of approximately $5.42 million and net proceeds of approximately $5.19 million, afterdeducting commissions and offering expenses. You should read this prospectus supplement as well as the prospectus dated May 29, 2025,the prospectus supplements dated June 30, 2025, July 18, 2025, August 29, 2025 and September 15, 2025, respectively, as well as thedocuments 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 October20, 2025, the last reported saleprice of our common stock was$3.03per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made 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 as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other methodpermitted by applicable law. Wainwright is not required to sell any specific number or dollar amount of securities but will act as a salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenWainwright and us. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be at a fixed commission rateof 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the commonstock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofWainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended, or the ExchangeAct. The aggregate market value of the outstanding shares of our common stock held by non-affiliates is approximately$59,645,930,which was calculated in accordance with General Instruction I.B.6 of Form S-3 and is based on6,811,229shares outstanding held by non-affiliates, and a price per share of $8.76 (equivalent to a price of $0.97 prior to the Reverse Stock Split), which was the last reported saleprice of our common stock on the Nasdaq Capital Market on August 27, 2025, a date within 60 days prior to the date of this prospectussupplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securities sold by us or onour behalf in a primary offering pursuant to the registration statement of which this prospectus forms a part during any 12-calendar-monthperiod exceed one-third of the aggregate market value o