Nauticus Robotics, Inc.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 15:43

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders
On January 15, 2025, Nauticus Robotics, Inc. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of shares of the Series A Convertible Preferred Stock, issued pursuant to the Second Amendment and Exchange Agreement dated November 4, 2024 between the Company, ATW Special Situations I, LLC, Material Impact Fund II, L.P. and SLS Family Irrevocable Trust (the "Exchange Agreement") and the corresponding Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (the "Nasdaq Stock Issuance Proposal (Preferred Stock)"); (2) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of debt under the Company's Original Issue Discount Senior Secured Convertible Debentures Due September 9, 2026, issued pursuant to that certain Securities Purchase Agreement, dated as of November 4, 2024, by and among the Company, and ATW Special Situations I LLC (the "Securities Purchase Agreement") (the "Nasdaq Stock Issuance Proposal (Debenture)"); and (3) approved a proposal to adjourn the Meeting to a later date or date to permit further solicitation and vote of proxies, if necessary or appropriate. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 5,000,000,000 (the "Authorized Share Amendment"), the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.
A total of 3,676,638 shares of common stock of the Company attended the Meeting by proxy or in person, representing 57.39% of the Company's outstanding common stock entitled to vote as of November 4, 2024, the record date of the Meeting. The results of the voting were as follows:
Proposal 1: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of shares of the Series A Convertible Preferred Stock, issued pursuant to the Exchange Agreement and the corresponding Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (the "Nasdaq Stock Issuance Proposal (Preferred Stock)")
For Against Abstain Broker Non-Votes
1,692,753 629,740 20,441 1,333,704
Proposal 2: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of debt under its Original Issue Discount Senior Secured Convertible Debentures Due September 9, 2026, issued pursuant to the Securities Purchase Agreement (the "Nasdaq Stock Issuance Proposal (Debenture)")
For Against Abstain Broker Non-Votes
1,698,250 624,641 20,043 1,333,704
Proposal 3: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting.
For Against Abstain
2,770,421 821,375 84,842
Proposal 4: To approve the proposed Authorized Share Amendment of the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000.
For Against Abstain
1,362,788 558,292 1,755,558