Nauticus Robotics, Inc.
10/22/2025 | Press release | Distributed by Public on 10/22/2025 14:25
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 16, 2025, Nauticus Robotics, Inc. (the "Company") received a deficiency letter (the "Deficiency Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the preceding 30 consecutive trading days, the market value of the Company's listed securities had been below the minimum $35,000,000 requirement for continued listing on The Nasdaq Capital Market, pursuant to Nasdaq Listing Rule 5550(b)(2) (the "MVLS Requirement"). The Company also did not meet the alternative equity requirement under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule").
As previously reported in the Company's Current Report on Form 8-K filed February 22, 2024, the Company received a deficiency letter from the Staff on February 15, 2024, notifying the Company that, the Company had not met the MVLS Requirement for the previous 30 consecutive trading days. Pursuant to Nasdaq Listing Rule 5810(d)(2), the failure to comply with the MVLS Requirement at that time had become an additional and separate basis for delisting, in addition to the Company's noncompliance with the minimum bid price requirement.
On September 5, 2024, the Company attended a hearing before the Nasdaq Hearings Panel (the "Panel"). On September 18, 2024, the Panel granted the Company an exception until December 31, 2024 to demonstrate compliance with The Nasdaq Capital Market listing rules. On January 6, 2025, the Panel further extended the deadline to demonstrate compliance with the listing rules to February 10, 2025.
On February 18, 2025, the Company received a letter from Nasdaq confirming that the Company has demonstrated compliance with the Equity Rule, as an alternative requirement to the MVLS Requirement, and that the Company was therefore in compliance with The Nasdaq Capital Market's continued listing requirements. Additionally, the Staff imposed a Discretionary Panel Monitor pursuant to Listing Rule 5815(d)(4)(A), which requires Staff to issue a Delist Determination Letter in the event that the Company fails to maintain compliance in the ensuing year (the "Panel Monitor"). The Company remains subject to the Panel Monitor through February 18, 2026.
Under the terms of the Panel Monitor, if the Listing Qualifications Department determines that the Company fails any listing standard during the one-year monitoring period, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Listing Qualifications Department with a plan of compliance with respect to any deficiency that arises during the one-year monitoring period, and the Listing Qualifications Department will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Rather, the Listing Qualifications Department will promptly issue a Staff Delisting Determination.
Accordingly, as described in the Deficiency Letter, unless the Company timely requests a hearing before the Panel, the Company's securities would be subject to suspension and delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
The Company is evaluating available options to regain compliance, which may include corporate or market-based actions, and will monitor both its market value and stockholders' equity. Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company a further extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing.
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