Earnings call transcript: Nauticus Robotics Q3 2025 reveals deep losses

Nauticus Robotics (NASDAQ:NAUT) reported its Q3 2025 earnings, revealing a net loss of $6.6 million and revenue of $1.9 million. Despite an improvement in cash position, the company’s stock fell 2.8% during open market trading, reflecting investor concerns over its financial performance and strategic revenue deferrals. The company’s earnings per share (EPS) was recorded at -$2.6, with the stock price closing at $1.29, nearing its 52-week low.

Key Takeaways

• Nauticus reported a significant net loss of $6.6 million for Q3 2025.
• Revenue increased year-over-year by $1.6 million but declined sequentially.
• The company secured a $250 million equity line of credit.
• Stock price dropped 2.8% during open market hours, reflecting investor concerns.

Company Performance

Nauticus Robotics showed a mixed performance in Q3 2025. While revenue improved significantly from the previous year, it experienced a slight sequential decline. The company’s strategic focus on enhancing vehicle capabilities led to deferred revenue, impacting short-term financial results. Nauticus continues to expand its technological capabilities, including deep-water testing and software development for autonomous maritime operations.

Financial Highlights

• Revenue: $1.9 million, up $1.6 million year-over-year, down $0.1 million sequentially.
• Operating expenses: $7.8 million, up $1.9 million from Q3 2024, down $0.6 million sequentially.
• Net loss: $6.6 million.
• Cash position: $5.5 million, up from $2.7 million last quarter.

Earnings vs. Forecast

Nauticus Robotics reported an EPS of -$2.6 for Q3 2025, missing market expectations. The revenue of $1.9 million was in line with the company’s strategic deferral plan but failed to meet broader market forecasts. This performance reflects the company’s ongoing investment in product development and market expansion.

Market Reaction

The market reacted negatively to Nauticus’s earnings report, with the stock price dropping 2.8% during open market trading. The stock closed at $1.29, close to its 52-week low of $1.21. This decline indicates investor concerns over the company’s financial health and strategic decisions.

Outlook & Guidance

Looking forward, Nauticus Robotics plans to focus on commercial adoption of its autonomous technology, with an emphasis on securing long-term contracts in 2026. The company is also exploring international market opportunities and potential expansion into the deep-sea mining sector. A 2026 Investor Day is planned in Stuart, Florida, to showcase these initiatives.

Executive Commentary

CEO John Gibson highlighted the company’s transition from technology development to revenue generation, stating, "We are no longer in the technology business. We’re in the money-making business." He emphasized the focus on booking available time for revenue-generating activities, reflecting a strategic shift towards commercial implementation.

Risks and Challenges

• Strategic revenue deferrals could impact short-term financial performance.
• High operating expenses may strain cash reserves.
• Market volatility and investor sentiment could affect stock performance.
• The need for continued technological innovation and market adoption poses challenges.

Q&A

During the earnings call, analysts raised questions about software gross margins, which are around 80%, and the company’s plans for vehicle acquisitions to accelerate scaling. Nauticus is also addressing NASDAQ compliance issues through debt conversion and shareholder equity strategies, reflecting a proactive approach to financial management.

Full transcript - Nauticus Robotics Inc (KITT) Q3 2025:

Conference Operator: Good morning, ladies and gentlemen, and welcome to the Nauticus Robotics 2025 Q3 earnings call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Friday, November 14th, 2025. I would now like to turn the conference over to Kristin Moorman. Please go ahead.

Kristin Moorman, Investor Relations, Nauticus Robotics: Thank you, and good morning, everyone. Joining me today and participating in the call are John Gibson, CEO and President; Jimena Begaries, Interim CFO; and other members of our leadership team. On today’s call, we will first provide prepared remarks concerning our financial and operations results. Following that, we will answer questions. We have now released our results for the third quarter of 2025, which are available on our website. In addition, today’s call is being webcast, and a replay will be available on our website shortly following the conclusion of the call. Please note that comments we make on today’s call regarding projections or our expectations for future events are forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations.

We advise listeners to review our earnings release and the risk factors discussed in our filings with the SEC. Also, please refer to the reconciliations provided in our earnings press release, as we may discuss non-GAAP metrics on this call. I will now turn it over to John.

John Gibson, CEO and President, Nauticus Robotics: Thank you, Kristin. Good morning, and thanks to all of you for joining us this morning. This quarter marked a turning point for Nauticus. Across the organization, we saw progress that reflects a company moving beyond early-stage development into scalable commercial deployment. Our field operations, technical milestones, and customer response all signal real traction for the company. Now, rather than preview the details, I’m going to let the team walk you through the accomplishments of Q3 and outline the road ahead. I think you’ll enjoy it. With that, I’m going to turn it over to Dr. Yamokoski, our CTO, to begin the updates. JD?

Dr. Yamokoski, CTO, Nauticus Robotics: Thank you, John, and good morning, everyone. As we’ve noted in prior quarters, we remain committed to securing new government contract awards. We continue to work closely with both longstanding and new partners across the industry as we evaluate opportunities that align with Nauticus’s long-term strategic roadmap. I have had the distinct pleasure of serving Nauticus for over a decade. With that historical perspective, I can say that Nauticus has pursued a deliberate strategy combining private investment with government-funded research to accelerate the development of advanced autonomous robotics. Having been here through that journey, I’m excited to say that the result is a mature technology foundation now ready to scale commercially and lead the maritime industry’s transition towards autonomous operations.

Today, that foundation is converging into a clear vision: the future of ocean work, where moving beyond single-vehicle autonomy toward coordinated teams of unmanned systems, surface and subsea, working together to execute complex missions. Our previously announced partnerships and collaborations in the surface maritime autonomy space represent early steps in bringing this vision to life. Another major trend reshaping our market is the reduction of personnel deployed offshore. Driven by safety, sustainability, and cost considerations, this shift plays directly to Nauticus’s strengths. Our untethered vehicles require a level of autonomy that will enable remote supervision and control from land-based centers, dramatically reducing the need for personnel at sea. We recently announced a new $250 million equity facility that strengthens our ability to pursue other emerging opportunities, such as those in the deep-sea mining sector.

The same autonomous capabilities that have defined our defense and asset integrity work are directly applicable to this market, where safe and cost-efficient operations are critical to success. This strategic expansion underscores the versatility of our technology and its relevance across multiple ocean industries. In defense, this strategy aligns directly with evolving operational priorities: distributed and persistent maritime presence without the risk of pre-deployment. In commercial markets, it opens the door to entirely new cost structures for subsea asset integrity, maintenance, and near-shore monitoring—domains that have long been constrained by the economics of large manned service ships. We remain confident that we are building the infrastructure and technology base for a new era of intelligent ocean operations, one where autonomy amplifies human capability, reduces offshore risk, and fundamentally changes the economics of working in the sea. I’ll now turn the call over to Jimena for an update on our quarterly financials.

Jimena.

Conference Operator: Thank you, JD. Good morning, everyone. I will now discuss our financial results for the third quarter of 2025. Revenue for the third quarter was $1.9 million, which is down $0.1 million sequentially and up $1.6 million from the same quarter last year. Against our original expectations, revenue in the third quarter was slightly lower than in Q2. The revenue shortfall in Q3 was a strategic decision of the company made in cooperation with customers to defer work. Daniel will elaborate later on the call. We observed an increase in customer base, which Steve will cover later in the call. Operating expenses for the quarter were $7.8 million, which is up $1.9 million from Q3 2024 but down $0.6 million sequentially. G&A costs for the quarter were $2.9 million, which is a decrease of $1.4 million sequentially and a $0.1 million increase compared to Q3 2024.

Non-recurring transaction costs related to the SeaTrepid acquisition went down the first half of 2025, but G&A costs are now trending back to pre-acquisition levels. Net loss for the quarter was $6.6 million. This is a $0.8 million decrease in net loss sequentially and a $24.5 million increase in net loss from Q3 2024. This large variance is attributable to the gains in fair value of our convertible debt as reported last year. Adjusted net loss for the quarter was $6.7 million compared to $7.4 million for the second quarter of 2025 and $6.4 million for the same quarter in 2024. Cash at the end of Q3 2025 was $5.5 million compared to $2.7 million last quarter. This is driven by funding received through the at-the-market offering. During the last week of October 2025, we reissued our at-the-market offering and raised further funds to support our ongoing operations.

In October, some of our lenders converted a portion of our outstanding debt into equity, further leveraging our balance sheet. In addition, we received a letter of intent from another lender willing to do the same if needed to address any shareholder equity requirements. These actions, along with the ATM, put us in a solid position to maintain our Nasdaq listing. We entered Q4 financially stronger, thanks in part to the confidence shown by our lenders in our long-term strategy. I will now pass the call back to John.

John Gibson, CEO and President, Nauticus Robotics: Thank you very much, Jimena. I’m not losing any sleep over the delisting. We have a plan, we have support, and we’re executing that plan, and we’re on track. Now I’d like to turn it over to the sales and operation leads to discuss activities in their departments. First up is Daniel Dehart, our field operations lead, for an update on the 2025 commercial season and plans for the remainder of the year. Daniel.

Daniel Dehart, Field Operations Lead, Nauticus Robotics: Thank you, John. In the third quarter, in cooperation with our customers, we made a strategic decision to defer near-term revenue in order to enhance the vehicle for specific deep-water workflows that position us for longer-term contracts. A major highlight this quarter was completing our deepest subsea test to date, successfully operating our Aquanaut system to 2,300 meters water depth in the Gulf of Mexico. This milestone demonstrates the operational advancement and industry-differentiating capability of our platform in complex underwater environments. We believe we are the only company operating an untethered drone down to these depths. Our customers remain fully engaged and excited about the technology. While some 2025 project work has been pushed into 2026, we’ve seen continued enthusiasm and commitment from our clients who want to be part of this next phase of success. We are currently working on defining even more capabilities for the Aquanaut system.

We have one vehicle located in Stuart, Florida, and the second will be on its way soon. In collaboration with Sea Robotics, we have identified a lake that is ideal for testing the capabilities of the Aquanaut and at a fraction of the operational cost that it takes to test offshore. The cost of testing at the lake is an order of magnitude less than the cost of operating a vessel. We mobilized and began testing in October. One of the key targets being worked on is a launch system design that can be easily used to launch and recover the Aquanaut from shore, which leads directly into conducting inspections offshore without the use of a vessel. We are refining operational procedures to disintermediate vessels for near-shore operations, which will provide material cost reduction for our clients.

We are now integrating specific customer-funded workflows into our lake testing for commercial implementation in 2026, specifically focused on autonomous mooring line and riser inspections. There are numerous clients that will be joining us in Florida over the next several weeks to witness the advancements that have been made that will directly impact the scope of works offshore. There will be opportunities over the next few months to host more clients to visit and witness the revenue-generating workflows that will be brought to the market in 2026. We’re making real progress in improving our technology, expanding our operational capabilities, and building momentum for a strong year ahead. With that, I will now turn it over to Steve Walsh, our Sales Lead, for an update for our offshore commercial pipeline.

Steve Walsh, Sales Lead, Nauticus Robotics: Thank you, Daniel, and good morning. During the third quarter, our customer base continued its growth, and our ROV systems delivering consistent results, with customer feedback being overwhelmingly positive. We are seeing growing interest in our solutions from the commercial and government sectors, and our sales team is actively converting that interest into long-term engagements. In fact, our 2026 pipeline is beginning to fill, and the early signs are encouraging. We’re seeing stronger demand signals, deeper conversations, and more strategic alignment with partners who recognize the value of autonomy in subsea operations. We continue to sharpen our go-to-market strategies. The sales team is focused on expanding into adjacent markets, accelerating commercial adoption, and ensuring that Nauticus Robotics is positioned not just as a technology provider but as a trusted operational partner.

At this point, I would like to mention how excited I am to tell you of the successful integration of new technology into our existing ROV fleet. The Nauticus Toolkit Operating System has been installed and tested in the field with great results. Jason will discuss later in this call how this enhancement to our current ROV fleet will increase our abilities and differentiate us from our competitors. With that, I’ll turn it over to Jason Close, our software lead, for an update on Nauticus Toolkit progress.

Jason Close, Software Lead, Nauticus Robotics: Thank you, Steve. The experience and data we collected during ultra-deep-water testing led to targeted software improvements that are already being tested on the Aquanaut. We continue to have strong support from our existing customers, and this quarter will demonstrate new functionality for them, making meaningful progress in improving Nauticus Toolkit’s reliability and performance to meet their commercial needs. Additionally, this quarter, we worked closely with customers and partners to enhance our simulation environment to improve our testing and reduce overall testing costs. Importantly, we also achieved a major milestone in Nauticus Toolkit’s product expansion beyond Aquanaut. Following the quarter close, we successfully demonstrated Nauticus Toolkit operating on a third-party ROV, completing pool testing, open-water testing, and the first deployment of our autonomy software on a world-class vehicle performing a commercial operation. The system performed exceptionally well, validating our approach and opening new opportunities for software licensing and partnership.

Our ROV operators are excited to continue to use the current implementation of Nauticus Toolkit and also to test and deploy additional autonomy to these legacy ROVs. This success underscores Nauticus Toolkit’s flexibility and scalability, key elements of our long-term successful software growth strategy. Our recent technical success has strengthened the foundation for 2026, with a more capable product, broader platform reach, and a clear path towards recurring software revenue. I’ll now hand it over to Ameen Albadri, our engineering lead, for an update on Aquanaut and electric manipulators.

Ameen Albadri, Engineering Lead, Nauticus Robotics: Thank you, Jason. In the third quarter, our team achieved a significant milestone with the successful deep dive of the Aquanaut to 2,300 meters. This operation provided us with an invaluable amount of data and operational experience, further validating our technology and expanding our capabilities in ultra-deep-water environments. The mission also helped us identify key areas for improvement as we continue to mature this new technology. Our engineering and operations teams are now working diligently with both suppliers and industry experts to enhance Aquanaut’s efficiency and reliability, particularly in the harsh and dynamic open-water environment. On the manipulator front, our engineering team made significant progress in the design of the new manipulator system. We have officially begun parts and tooling procurement, making an important step forward in our mission to bring the next-generation manipulator into testing. Global trade turbulence continues to pose risks to our procurement and logistics efforts.

However, our team has taken proactive measures to mitigate these challenges. We have identified high-risk, long-lead components and are working closely with suppliers to secure critical spare parts well ahead of the 2026 offshore season. This proactive approach will help ensure operational readiness and minimize disruption in project timelines. The insights from our deep-water operations, coupled with ongoing technological improvements and strategic supply chain management, position us well for the future. I will now hand the call back to John.

John Gibson, CEO and President, Nauticus Robotics: Thank you, team, and I’m really excited. Before we move to questions, I just want to acknowledge this entire Nauticus team. The achievements we’ve discussed today, from deep-water operations to toolkit expansion to our growing customer pipeline, are a direct result of their commitment and capability. We have a very talented workforce here at Nauticus that I’m proud to be a part of. We’ve made so much progress, and we’ve got the customer visits lined up in Stuart, Florida, that we’re excited to tell you that we’re planning for early 2026 an Investor Day that we think we’ll also have in Stuart, where we’ll invite you to come down and see this equipment, this software, this technology at work.

I think it’s an eye-opening opportunity and takes us from listening to us on calls to those that are available to come down and really see it put through its paces. Now, we are entering the final quarter of the year with more momentum than at any point in the company’s history. The foundation’s in place, the technology is maturing, and our customer confidence is growing. We still have work ahead, but the trajectory’s clear, and it’s upward. With that, Operator, I’d like to turn it over to you for questions.

Speaker 6: Amazing. Thank you, ladies and gentlemen. We will now begin the question-and-answer session. Should you have a question, please press the star, followed by the one at this time. You’ll hear a prompt acknowledging that your hand has been raised. Should you wish to withdraw your request, please press the star, followed by the two. If you’re using a speakerphone, please lift the handset before pressing any keys. Okay, one moment for your first question, which comes from Peter Gastar, Water Tower Research. Please go ahead.

Jason Close, Software Lead, Nauticus Robotics0: Thank you, and good morning. Yeah, Peter Gastar here from Water Tower Research. So, you know, congratulations to John and the team on your results and execution. Like last quarter, I really do appreciate hearing from your whole team on these calls. I think it’s very effective to hear straight from the horse’s mouth, so to speak. So, you know, thank you very much for that. Just a few questions for me. You know, first, it’s great to see your successful integration and first paid operation of Toolkit on a retrofitted ROV. This does look like a very critical step in your capitalized strategy. I just want to ask, when compared to the full-stack new-build vehicle sales like Aquanaut, how should we think about the enhanced margin potential for these software-only retrofits?

John Gibson, CEO and President, Nauticus Robotics: It is good to have you on the call, Peter. Software’s going to be a big part of our future. Gross margins on it are in the 80% plus range. As a result, it does not take nearly as much of that for us to get the cash flow back even as it does for the services side of the business. We are very excited. The toolkit implementation on an ROV that we completed and did commercial work with, we have identified a market of 300 plus vehicles that can benefit from it in the very near term. We are working on the go-to-market strategy for those 300 vehicles, and tremendous opportunity for us. Very excited about software. The other good part about it is that it is not the full implementation of toolkit.

It’s only a portion of the Toolkit that’s necessary to bring this tremendous advantage to the ROV operators. The validation of this software comes from the ROV operators, and not just a customer or our view of the market. It’s just how much easier this made for them to be able to do their jobs and how much improvement that they’re going to see in terms of loss of non-productive time and the fatiguing part of just simply holding the vehicle in place. We take that over, and we basically provide all the hovering and maneuvering of the vehicle when it’s near the bottom. Very exciting opportunity for us, clear customers that we know to go and sell to.

This is a straightforward strategy for us to execute through the end of the year so that they can be ready to deploy this software for the coming 2026 seasons. I think the software sales efforts for us is focused in the near term.

Jason Close, Software Lead, Nauticus Robotics0: Okay, thanks very much. My next question, yeah, you do have a pretty long lead time to build the Aquanaut. Taking what you’ve just discussed, would you be able to accelerate scaling your operations by acquiring existing vehicles in operation? You mentioned the 300 or so that are out there now. Like, they may not be quite as good as your Aquanaut, but maybe they can do the job. Would that be a possible use of funds?

John Gibson, CEO and President, Nauticus Robotics: Yeah, the 300 are actually ROVs, world-class ROVs that we’re looking at just selling software to, and they’re tethered as opposed to being untethered like the Aquanaut. There are some vehicles available that are untethered that don’t have all of the capabilities of Aquanaut that we are investigating whether we could acquire some of those vehicles and put them to work in our fleet in order to scale quickly as opposed to waiting on the builds. As fast as we may be able to do it could be 9-18 months in terms of depending on supply chain building additional Aquanauts. The demand for what we’re doing and the success of the software leads us to believe that acquiring other vehicles that may not be quite as capable but allow us to jump in the market and grow our market share is something that we should pursue.

We’re pretty excited about talking to some of what you might think are competitors, but when we’re excelling at this and doing better than anyone, it could be an opportunity for us to simply scale the business quickly. We are looking into that, Peter.

Jason Close, Software Lead, Nauticus Robotics0: Okay, that’s great. In your second quarter call, you talked a bit about some supply chain risks and tariff risks. I just want to ask, as we’ve moved on here into the third quarter, what does that environment look like today, especially for those long-lead items, and how is the company addressing tariff and supply chain risks?

John Gibson, CEO and President, Nauticus Robotics: That’s probably the toughest part of being in this business is the supply chain management. A lot of this comes from international suppliers. Extremely pleased, Ameen and his group have taken a very active approach to it, and we have on order the parts that we need and believe that they’re going to be delivered. You’re looking at having to order today for parts that you need in May. If you haven’t already made those decisions, it’s basically too late. You’re going to end up showing up with the parts that you need later in 2026. Everything is on order, and we believe we’ve got what we need and are excited about having really managed a tough supply chain. I think it’ll get easier as we get larger and have scale and scope and can move up in priority with some of the suppliers.

In our particular case, we’ve had to take an active approach to it. We’ve used some of the capital to actually purchase the spares that we need so we can ensure that we can have a good commercial year in 2026.

Jason Close, Software Lead, Nauticus Robotics0: Okay, thanks. That’s very clear. Just regarding the SeaTrepid acquisition, now a few months into that integration, which expanded your ROV capacity, and clearly you have a lot that’s working very well there. Have there been any unexpected bottlenecks that you’ve needed to address in that integration?

John Gibson, CEO and President, Nauticus Robotics: Not enough equipment. I mean, we’ve got more demand than we have ROVs at this point, but we focus more on moving into autonomy and tetherless. If we had more ROVs, we’d have more revenue. It will get down to a question of does the autonomous ROV really have an opportunity to expand that fleet as well to demonstrate to people why they should be using our software. I think we’ll be sought after more than those people that don’t have this autonomy. Our ROVs should see a really full season next year because we’ll be advanced over other suppliers. I’m excited about that. In terms of SeaTrepid, we’re really blessed to have Bob and Steve on board. I mean, it is our salesforce today, and Steve Walsh and his team.

Bob brings tremendous industry knowledge, many decades of experience and difficult problems in the maritime world, and has enhanced our knowledge and is incredibly practical. He gets things done. In fact, he’s been at the Ocean Minerals Conference this week, and we are really coming up to speed on how we could expand what we’re doing into ocean minerals right now while the market’s hot and there’s some opportunities for us to take a look at how we could address it.

Jason Close, Software Lead, Nauticus Robotics0: Okay, great. Yeah, on that, I’d like to ask some questions about the deep-sea rare earth exploration strategy. The first one is just in terms of how we should think about the customer type. Are these going to be private contracts you’re going after with exploration companies, or is this government contracts? How should we think about the customer type in this instance?

John Gibson, CEO and President, Nauticus Robotics: Where we excel really is in inspection and observation, and we’re not into the mining equipment. The first phase of anything in ocean minerals is going to be trying to identify those resources that can be produced economically. We are investigating how we can use our software and how we can expand our hardware platform to the vehicles that go to the depths that they require. That’s another reason for us looking into investing in potentially some deeper vehicles that aren’t quite as capable, but give us the ability to go to the depths that the ocean minerals exploration companies are exploring. We are doing that.

I think we have some really unique capabilities and the ability to potentially sample while we’re on the seafloor or add that capability to a vehicle to enhance the exploration phase, which I believe will go for the next decade, and then before you really get the infrastructure in place to begin the mining. We are going to focus on what we think is immediate and where we think we can add value, and we think there’s some good opportunities for the company to look at that. It does sort of point to why we got the ELOC. If we see something that is a perfect fit that has immediate accretive value to us from an ocean minerals bolt-on technology capability, we’ll have the ability to pursue that if we choose.

Jason Close, Software Lead, Nauticus Robotics0: How should we think about the timeline enrollment to commercialization? For example, you have oil and gas and wind energy opportunities that are right in front of you today, and then you’ve talked about the future opportunities and things like carbon capture and sequestration and space analog missions. Where would the deep-sea mining sit in a timeline with these other opportunities in front of you? Is it that you have imminent opportunities today, or is this something more that’s going to take a bit more time to kind of get there? You mentioned, for example, needing to potentially test deeper with your Aquanaut and so forth.

John Gibson, CEO and President, Nauticus Robotics: It’s a great question of priorities. Right now, the workflows that we’re building in Florida associated with mooring lines and risers have immediate customer opportunities and contracts that are pending. I don’t want to take our focus off that. Our primary focus is going to be on booking all of the time that we have available to doing what we know people are ready to pay for. On the ocean minerals side, there’s great opportunities for us to enhance other people’s platforms, and we’ll be exploring that and seeing how to partner with people. We’ve got a really strong customer support for the work that we’re doing, and we want to go out and take long-term contracts on doing that in 2026 as opposed to chasing new opportunities.

We’re really focused on, let’s execute with what we’ve got now that we’ve gotten the maturity of the platform.

Jason Close, Software Lead, Nauticus Robotics0: Is this a U.S. strategy? Are you talking with people globally? Sort of what will be your focus going forward?

John Gibson, CEO and President, Nauticus Robotics: That is an insightful question. Let me think about how to answer right quick, Peter. The international telephone is ringing, and the bat line here to the cave is lit up. A lot of interest in this platform internationally, a lot of potential financial support internationally. We are looking into that, but we do not have anything that we have that is imminent. We are looking at the growth and interest. We have sort of gone from really focused on the Gulf of Mexico to having a lot of international interest in the platform and what we are able to do, both in the defense side as well as in the commercial side.

Jason Close, Software Lead, Nauticus Robotics0: Okay, got it. I’ll just ask one more question here, if I may. So just regarding you mentioned the equity line of credit, which is $250 million, quite substantial. Given that kind of structure for financing the growth and acquisitions, are there any specific milestones or triggers that investors should be thinking about in terms of the optimal timing for drawing down that capital?

John Gibson, CEO and President, Nauticus Robotics: We have an ongoing effort where we’ve brought in a consultant that is doing the acquisition planning for us. The main thing that you should take away from the ELOC is unless we see something that’s immediately accretive and cash flow generating for us, that is the very first filter that it has to pass before we would consider using the ELOC. We are not looking at anything that is futuristic or has a two-year R&D lead time or any of that. This is about being accretive to the business now, right? That’s our focus on the ELOC, and we’re not going to pursue anything that looks like it enhances technology. We’re no longer in the technology business. We’re in the money-making business.

Jason Close, Software Lead, Nauticus Robotics0: Okay, great. Thanks very much, John. That’s all my questions, and congratulations again to you and the team.

John Gibson, CEO and President, Nauticus Robotics: Thanks, Peter.

Conference Operator: Our next question comes from Robert Mandrala, private investor. Please go ahead.

Speaker 2: Good morning. Yes, this is Robert Mandrala. I’m a shareholder, and thank you for the update per the quarter. Specifically, I wanted to ask on the compliance, NASDAQ compliance issue, what is the plan and/or steps to cure that non-compliance issue? Specifically too, another part of that is one of the requirements is a market cap of $35 million. Currently, it sits at $8 million. What can be done to achieve that benchmark?

John Gibson, CEO and President, Nauticus Robotics: Two things. Excellent question, Robert. I’m happy to answer. First, the market cap that you’re looking at doesn’t reflect the total number of shares that we have out, and you’re probably somewhere around 12-15. We’re in that range depending on the share count at the moment because we’re doing the conversions, and it improves our market cap. Also, on maintaining a listing, there is market cap, and we haven’t focused on that one. That one’s harder to control because it’s related to share price. With the market going up and down, that’s sort of out of your control, right? You look at the macro environment and you go, "That affects what the market cap is." What we can control and what we’re focused on is shareholder equity.

When Jimena was walking through the discussion, she was explaining to you that we have the number of converts in place and a commitment letter to convert the remaining necessary for us to achieve compliance with the shareholder equity level, which is $2.5 million if you look at the rules. We are executing the plan to get to $2.5-plus million in shareholder equity. We have support from lenders to do that, and that is the plan that we are executing to maintain the listing. It is straightforward. It is within our control, and we have commitments so that that is something that we just need to execute.

Speaker 2: Okay. What is the timeline? Do you have a hearing coming up with the NASDAQ?

John Gibson, CEO and President, Nauticus Robotics: The NASDAQ hearing is sometime in early December, but I think we will get all the information to them before then. Everything that we’re doing, including the ELOC, supports our ability to maintain the listing.

Speaker 2: Okay. And then last question. The company’s doing some wonderful stuff. I really don’t think that the capital marketplace out there understands it. What can be done to improve the communication with the capital markets and specifically investor relations? I mean, the share price shouldn’t be sitting at $1.35 a share. I mean, come on.

John Gibson, CEO and President, Nauticus Robotics: No, I want to agree with you in a very strong way. We haven’t been in the promote mode. We really are trying to maintain a focus on delivering and not on over-promoting. Every time you start promoting in a new venture company, you end up getting out over the ends of your skis and taking a tumble. We are really disciplined. We are beginning to put out more. I think we’ve put out quite a number of press releases here over the last six to eight weeks. The better thing to put out is the adoption of it, and that’s what we’re really focused on, is announcing the adoption of the technology and the contracts, Robert. Announcing more technology is probably not what we’re going to see. We have more technology than anybody in this space now. I don’t need more of that.

What I need is really the beginnings of commercial adoption of breakthrough technology that disintermediates current legacy systems. I think we’re on path to do that, and we’ve got an exciting 2026 ahead. To your point, though, it’s the reason I’m excited about the investor day in Florida. I think it’s going to be better to let people see it firsthand. You can talk about this, but I’m telling you, it’s hard to imagine just how breakthrough this is compared to current legacy systems, both the software and the hardware and our operational skills. We think getting people down there and getting an announcement out on that will be on the investor day will be probably a big event in terms of getting people to know what we’re doing.

Speaker 2: Yeah. Peter brought up some good points.

John Gibson, CEO and President, Nauticus Robotics: I’m going to ask you this, Robert.

Speaker 2: Yeah. Okay. I appreciate the invite, John. Peter brought up some great questions around milestones. I do think to communicate more effectively with the investors who really do not, I mean, they probably do not have the big picture that I am seeing and you are seeing, to have investor relations just maybe put out PRs a little more frequently around milestones. It does not have to be, "Oh, we have this, we have this," just communicate more effectively because the share price, personally, I think should be at least 10, if not higher. I mean, it is way undervalued.

John Gibson, CEO and President, Nauticus Robotics: Robotics companies.

Speaker 2: Yeah. A similar robotics company in comparison. I mean, they have less revenue than Nauticus does, and their market cap is tremendously higher. What are they doing differently?

John Gibson, CEO and President, Nauticus Robotics: Probably a more attractive CEO. I don’t know. I’m not very photogenic. I guess I’m in this to say it like this, Robert. I’m in this for the long term and not just to pop and pump. I’m not doing that at all. I take your comments and your suggestion, and we will see if we can’t do better. The main thing for us is we’re not trying to promote the shares. We think that if we can start delivering results, we’ll get a sustainable upward trend in the shares, and it’s not going to be something where it goes way up and then we disappoint on a contract not being as big as people thought it should be or wanted. I think we’re on the right trajectory. We’re trying to stay disciplined about it.

When it starts up, I think it just keeps going up. It’s not going to be something where we’re trying to have just bumps as a result of people getting excited about technology. Your comment is taken under advisement. You can always do better. I would never say otherwise. Let’s see if we can improve in that category as well.

Speaker 2: Yeah. Last comment. I agree, and I look forward to regaining NASDAQ compliance and keeping it that way because the last two splits was not good. Anyway, I will leave it at that, John. Thank you.

John Gibson, CEO and President, Nauticus Robotics: You’re quite welcome. I would agree with you. I do not like doing reverse splits. I had taken most of my remuneration in shares, so it hurts me just the way it hurts you, and you can assume I do not want to do that. It is absolutely necessary. Otherwise, we would not have executed it.

Speaker 2: I’m always here to help. Yeah. I’m always here to help, John, so just let me know. Okay?

John Gibson, CEO and President, Nauticus Robotics: Thank you, sir.

Speaker 2: Thank you.

Conference Operator: As a reminder, should you have a question, please press the star followed by the one at this time. You’ll hear a prompt acknowledging that your hand has been raised. Should you wish to withdraw your request, please press the star followed by the two. Our next question comes from Jason Coloni, private investor. Please go ahead.

Kristin Moorman, Investor Relations, Nauticus Robotics: Good morning, John. Thanks for doing this conference call. Appreciate it. Sounds like a lot of exciting things are going on with the business. My question has more to do with the previous callers about the share price and the investment. I have a lot of shares that averaged about $1 a share before the reverse split, which means they should be worth $9 plus a share. Since then, they’ve lost 85% of their value in about a month. The reverse split did not actually help anybody out because the shares were trading around $1 anyways. My concern is, how are you guys going to get that stock price back up?

Because I see this $250 million investor that is obviously going to want to make money on their investment as well, the potential there, and is going to want to buy their shares at 10 cents or a penny a share compared to the $1.35 that it’s sitting at today. How do we protect, or how are you guys going to protect your current investors? Because right now, your stock price has to increase tenfold just for us to get our money back from just a month or two ago when the reverse split was announced. There are about 6 million shares outstanding currently, but I saw an SEC filing that you guys increased the amount of shares, unbelievable amount. I think it might have been 6 billion shares or something like that that could be now sold.

My concern, and I’m not very keen on this, that’s why I’m asking you guys for your wisdom and understanding. My concern is the price is going to drive all the way down to hardly nothing, a penny stock for this $250 million investor to invest $50 million or $100 million. Then when the price quadruples or goes up 10 times to 10 cents or a dollar or whatever it is, that’s when they’re going to make their money, and the rest of us are going to be lost in the mix from this. That’s my concern, and I just need insight on what’s going on.

John Gibson, CEO and President, Nauticus Robotics: Jason, appreciate your dialing in and the directness of your question. When you say the rest of us, that us includes the management team that’s sitting here and me as well. We look at it in exactly the same way you do. Our goal is to create shareholder wealth. The ELOC, it is good to have it in place, but using it, it needs to be done with great discretion. Unless it’s going to increase the share price and all shareholders make money, I don’t intend to go out and call the ELOC. Because I firmly agree with you, we’re not going to execute that unless there’s value to all shareholders. It should not be just for the holder of the ELOC. We are being really disciplined in our assessment of what would we use it for.

Do not expect use of it immediately because we have not found exactly the right things that fit. We are going to be very disciplined in the use of that. It is a good question. I think there are a lot of opportunities with regard to similar companies, similar size that have great technologies that we can engage with that could actually begin to roll up some of this technology. Having the shares available to do that, if we see one that is going to move the share price up, we just want to be positioned for it. A lot of what you see in terms of our registration of additional shares, etc., is all about being positioned in the event that something emerges that makes a lot of sense for all shareholders, including the management team and myself here, as well as you.

Jason, I think we’re fully aligned on wanting to create wealth for you as well as ourselves. I hope that answers your question.

Kristin Moorman, Investor Relations, Nauticus Robotics: Partly, I’ll follow up with it a little bit. I do appreciate that. I know that I own my own business as well, and there’s a difference between my share value of the business versus my income from the business, right? You and the rest of the employees and things like that, you’re gaining income, so to speak, from working there day in and day out. The share price, from my understanding, the last time you guys did a reverse split back in 2022 or 2023, it was kind of the same thing. It was around a couple of dollars, and then it reversed, it went up to two, and then it went all the way back down to this dollar, and now the reverse split happened again. There’s this constant dilution of the value of the business.

I’m trying to think how because I know you guys have to get the $35 million. In my mind, I’m going, "Okay. Just like the previous caller said, the current value, you said it’s different than what we can see online because the shares not all showing there or something." Let’s just assume that this is correct, that the market capitalization that I’m looking at on TradingView right now is $7.5 million. You guys have to increase that by five times at least in order to stay NASDAQ compliant at the $35 million. If this investor is the way either you have to sell, you have to either multiply your number of shares that are outstanding by five and they stay at the exact same price, or your price value has to go up five times.

I’m questioning how is that going to happen in a couple of months so you guys don’t get delisted without getting this loan, so to speak. I imagine this $250 million loan, if somebody comes in and says, "Okay, I’ll buy $35 million worth of your shares." Yes, it can drop back down, and then you get the warning from NASDAQ to get delisted, and then you kind of play this game, so to speak, of trying to stay compliant. I’m just not understanding how you’re going to be able to stay compliant without taking advantage of the loan. If they buy right now, there’s 6 million outstanding shares. If you sell 6 million shares, then that reduces the dilution itself, takes our $1.40 down to $0.70.

You follow my train of thought on I can’t comprehend how you’re going to become NASDAQ compliant and all that good stuff.

John Gibson, CEO and President, Nauticus Robotics: Yeah. I’ll walk you through it again. First, I don’t have any control over these bulletin boards, etc., and they don’t keep up in real time, to be honest with you. I’m not sure they’re even designed to, but the number of shares outstanding is slightly over 15 million. It’s not the number you show. The market cap’s going to be more in the $20 million zip code than it is, depending on where the share price goes today, than it is in the $7 million zip code. The gap to close to get to $35 million is not as large as you think, but that’s not what we’re doing. There’s an in-compliance for NASDAQ listing. It’s an either/or. You can either have $35 million, or you can have $2.5 million in shareholder equity.

The $2.5 million in shareholder equity is something that is within our control working with our lenders. It does not require taking money to do that at the moment. Some converts can do it as well, which improves our balance sheet and reduces our debt. We continue to work on reducing debt, and I think we have made great strides over the last two years in working on debt reduction and conversions. We are improving the balance sheet. We are strengthening the company with regard to our balance sheet and the debt. Our compliance, if you will take a look at the either/or, look at the shareholder equity and see that is something that is within our reach and within our control, and that is what we are executing. On the delisting, the reverse splits, okay, I am not going to ever be a great advocate for reverse split.

It typically means the other criteria for listing is to have a bid price above a dollar. We’re having to use the reverse splits to maintain the dollar plus a dollar listing. We’re using the conversions in order to improve the cash position so that we can meet the shareholder equity requirement. It’s those two triggers. We feel like we’re in good shape on that, and we think that our plan going forward is something where we can see improvements in the share prices as a result of our execution throughout 2026. I don’t know if that helps, but that’s how we think about it. We are aligned with you. We would really like to see this company begin to take off.

We are shifting from being a venture capital type company into a position to where we’ve got commercial products and we’re not just doing R&D. We’re beginning to get in the field and deliver this. I think that’s where we need to get the momentum.

Kristin Moorman, Investor Relations, Nauticus Robotics: Okay. What do you mean? And maybe I just need to do my own research, and this might be an ignorant question, so I’m sorry for that. I understand the concept of the value of the company’s worth $35 million or $20 million or whatever it is. What’s the $2.5 million shareholder equity? What’s that difference? I don’t follow that. Do you mean individuals or because obviously if it’s worth $7.5 million, then you already meet that shareholder equity or $20 million or whatever.

John Gibson, CEO and President, Nauticus Robotics: No, that’s market capitalization, which is number of shares times share price. Shareholder equity is actually the cash on the balance sheet and then the asset values, etc. It’s taking a look at our solvency, really, as opposed to looking at our market cap. Yeah. I tell you what, that’s probably a longer discussion. If you want to reach out to us and our CFO, Jimena Begaries, will be happy to walk you through that, Jason, no problem at all.

Kristin Moorman, Investor Relations, Nauticus Robotics: Okay. I understand now. I can follow that train of thought.

John Gibson, CEO and President, Nauticus Robotics: Yeah. I appreciate you taking the hard questions, John. I know it’s not fun getting beat up.

Kristin Moorman, Investor Relations, Nauticus Robotics: Oh, I tell you, if I could get people to take a picture of me now, I’ve lost 150 pounds. Stop calling me fat pig. I’ll be happy, Jason. It doesn’t bother me. I do this for a living, and this is probably one of the best future platforms I’ve ever had an opportunity to be with, and I’ve turned a lot of companies around. This one is beginning to get in a really good position to take advantage of the year ahead. I am excited. I hope I can get everybody excited about it, and I think our results in 2026 will really underpin that, and that is where we are focused.

John Gibson, CEO and President, Nauticus Robotics: Perfect. Maybe how long have you been with the company, John?

Kristin Moorman, Investor Relations, Nauticus Robotics: I have been in the role here about two years, but I have been around the company for close to 10. Not as long as our CTO, who is here from inception and brings corporate memory, but I have been associated with the company and assisting or advising for quite a long time. I took over to really bring it to commercial. We needed to sort of shift from technology-driven to commerciality. It has been a bit of a road. It is a venture capital company that was listed and getting everything to maturity to where we can get out and execute reliably because customers will not break through technology. They want reliable disintermediation of current platforms. I think we are there. We have got a really solid platform, got a solid software platform, pretty exciting to see where things are going. It is no longer in development.

We’re sort of in deployment at this stage.

John Gibson, CEO and President, Nauticus Robotics: Gotcha. Maybe I agree then with the previous caller as far as to say maybe you guys need to do some additional marketing or something along those lines to make people aware of who you are and what you’re doing because that’s obviously why we all invested in the company is because we’re like, "Wow, this looks amazing." It all is about volume and who knows about you, who these different influencers are and different things like that that can get the name out to go, "Hey, here’s a way undervalued business that you can invest in," which would then obviously drive the share price up.

Kristin Moorman, Investor Relations, Nauticus Robotics: Noted. I won’t disagree. We will see what we can’t do to communicate more frequently.

John Gibson, CEO and President, Nauticus Robotics: Perfect. Thank you very much.

Kristin Moorman, Investor Relations, Nauticus Robotics: Thank you.

Conference Operator: Okay. This concludes the question and answer session. There are no further questions at this time. I’ll now turn the call over to John Gibson. Please continue.

John Gibson, CEO and President, Nauticus Robotics: Thank you. I appreciate everybody that joined us on the call today, and I particularly want to thank our team here. Enduring through this is a challenge, and this is an incredible team who are focused on delivering results, and they benefit from the results. They also are interested in the equity value of the company as well. I appreciate our team here, and I appreciate all of you that own shares. I mean, I look at this as a long-term strategy, and I’ve got shares, and I’m holding them. You’ll notice there’s no sales for me of any of the shares that I hold. I am here until we get this thing where it can be. It’s a great privilege to be here and to work with this team of people. We look forward to bringing you an update at the end of the year.

Thank you, and take care and be safe.

Conference Operator: All right, ladies and gentlemen, this concludes the conference for today. Thank you so much for your participation. You may now disconnect.

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