HOUSTON, July 18,
2024 /PRNewswire/ -- Nauticus Robotics,
Inc. ("Nauticus" or the "Company") (NASDAQ: KITT) today
announced that it will proceed with a 1-for-36 reverse stock split
("Reverse Split") of its outstanding shares of common stock (the
"Common Stock") following approval by its Board of Directors. This
ratio is within the range approved by stockholders at the annual
meeting of the Company's shareholders held on June 17, 2024.
Key Information About the Reverse Split
What is a Reverse Split?
A reverse stock split is a corporate action that reduces the
number of outstanding shares and proportionately increases the
share price. In this case, Nauticus is implementing a 1-for-36
reverse stock split, meaning that every 36 shares of our common
stock will be consolidated into one share.
Why is Nauticus enacting the Reverse Split?
By reducing the number of shares, the per-share stock price of
Nauticus' common stock should increase proportionally. The primary
objective of the Reverse Split is to increase the share price to
comply with the minimum bid price required by The Nasdaq Capital
Market. A higher share price can also make the stock more
attractive to a broader range of investors, including institutional
investors who may have minimum price thresholds for
investments.
How will the Reverse Split affect current investors?
Every 36 shares of Nauticus common stock held by shareholders
will be automatically combined into one share. Fractional
shares will be rounded up to the nearest share. This adjustment
will not change the ownership of the company or change the overall
value of Nauticus, and the share price should be adjusted
accordingly. Current shareholders will retain the same percentage
ownership in the Company as before the reverse split.
When will the Reverse Split be effective?
The Reverse Split is expected to become effective at
4:01 p.m., Eastern Time, on
July 22, 2024. After-market
trading of shares in Nauticus' Common Stock may be suspended
temporarily at that time. Nauticus expects the Common Stock will
begin trading on a post-split basis at the market open on
July 23, 2024 under the symbol "KITT"
with the new CUSIP number 63911H 207.
Do shareholders need to take any action in connection with
the Reverse Split?
Shareholders holding their shares electronically in book-entry
form are not required to take any action to receive the post-split
shares. Shareholders who hold certificated shares will receive
instructions from Continental Stock Transfer and Trust, our
transfer agent who is acting as the exchange agent for the Reverse
Split.
Where can I find additional information?
Additional information about the Reverse Stock Split can be
found in Nauticus' definitive proxy statement (Form DEF 14A) filed
with the U.S. Securities and Exchange Commission on April 26, 2024.
About Nauticus Robotics
Nauticus Robotics, Inc. develops autonomous robots for the ocean
industries. Autonomy requires the extensive use of sensors,
artificial intelligence, and effective algorithms for perception
and decision allowing the robot to adapt to changing environments.
The company's business model includes using robotic systems for
service, selling vehicles and components, and licensing of related
software to both the commercial and defense business sectors.
Nauticus has designed and is currently testing and certifying a new
generation of vehicles to reduce operational cost and gather data
to maintain and operate a wide variety of subsea infrastructure.
Besides a standalone service offering and forward-facing products,
Nauticus' approach to ocean robotics has also resulted in the
development of a range of technology products for
retrofit/upgrading traditional ROV operations and other third-party
vehicle platforms. Nauticus' services provide customers with the
necessary data collection, analytics, and subsea manipulation
capabilities to support and maintain assets while reducing their
operational footprint, operating cost, and greenhouse gas
emissions, to improve offshore health, safety, and environmental
exposure.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended (the "Act"), and are intended to enjoy the protection of
the safe harbor for forward-looking statements provided by the Act
as well as protections afforded by other federal securities laws.
Such forward-looking statements include but are not limited to: the
expected timing of product commercialization or new product
releases; customer interest in Nauticus' products; estimated
operating results and use of cash; and Nauticus' use of and needs
for capital. Generally, statements that are not historical facts,
including statements concerning possible or assumed future actions,
business strategies, events, or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by, or include the words "believes," "estimates,"
"expects," "projects," "forecasts," "may," "will," "should,"
"seeks," "plans," "scheduled," "anticipates," "intends," or
"continue" or similar expressions. Forward-looking statements
inherently involve risks and uncertainties that may cause actual
events, results, or performance to differ materially from those
indicated by such statements. These forward-looking statements are
based on Nauticus' management's current expectations and beliefs,
as well as a number of assumptions concerning future events. There
can be no assurance that the events, results, or trends identified
in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and Nauticus is not under any obligation and expressly disclaims
any obligation, to update, alter, or otherwise revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports
which Nauticus has filed or will file from time to time with the
Securities and Exchange Commission (the "SEC") for a more complete
discussion of the risks and uncertainties facing the Company and
that could cause actual outcomes to be materially different from
those indicated in the forward-looking statements made by the
Company, in particular the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in documents
filed from time to time with the SEC, including Nauticus' most
recent Annual Report on Form 10-K. Should one or more of these
risks, uncertainties, or other factors materialize, or should
assumptions underlying the forward-looking information or
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated, or expected. The documents filed by Nauticus with the
SEC may be obtained free of charge at the SEC's website at
www.sec.gov.
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SOURCE Nauticus Robotics, Inc.