Nauticus Robotics, Inc.

ITEM 1A. RISK FACTORS

The disclosure below supplements the risk factors previously disclosed under Item 1A. Risk Factors of the Companys Annual Report on Form 10-K for the year ended December 31, 2024 and subsequently quarterly reports on form 10-Q f5 filed by the Company with the SEC. The risks described therein are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

If we fail to satisfy the Nasdaq Capital Market continued listing requirements, our common stock could be delisted from the Nasdaq.

The listing of our common stock on the Nasdaq Capital Market is contingent on our compliance with the Nasdaq Capital Markets conditions for continued listing. The Company currently is subject to a discretionary panel monitor through February 18, 2026. If the Company is not able to meet the continued listing requirements of the Nasdaq, which require, among other things, that the minimum bid price of the Companys common stock must be $1.00 or more for ten consecutive business days in the 180 day cure period from the date of a deficiency notice and either minimum stockholders equity of at least $2.5 million, market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recent fiscal year or in two of the last three fiscal years, the Companys common stock may be delisted.

On October 16, 2025, the Company received a letter from Nasdaq notifying the Company that, for the preceding 30 consecutive trading days, the market value of the Companys 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 Company also did not meet the alternative $2,500,000 stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule"). Accordingly, as described in the deficiency letter and the Companys Form 8-K filing filed with the SEC the Company timely requested a hearing before the Nasdaq Hearings Panel (the Panel), which was held on OctoDecember 224, 2025, unless. The Panel granted the Company timely 's requests a heari for continued listing before the on Nasdaq Hear, subject to the followings Panel ( conditions: (1) From the date of the Panel),  decision until April 14, 2026 (the Companys secend of the Panel's jurities would be subject to suspension and desdiction in the matter), the Company shall maintain compliance with all Nasdaq listing. T rules; and (2) the Company requestedshall maintain a hearing before the Panel, whishareholder equity value of $3,500,000 for each is currently scheduled for fiscal quarter until December 19, 2026.

On December 419, 2025. T, the hearingCompany request will automatically stay any suspension or delisting action pendiceived a letter from Nasdaq indicating that it had demonstrated compliance with the Equity Rule and, as a result, satisfied the continued listing the hearing and requirements of The Nasdaq Capital Market.

On April 27, 2026, the expiration of any additional extension period granted by Company received a letter from the Panel confirming that the Company satisfied the terms of the Panel following the hearing's December 4, 2025 decision and is in compliance with the Nasdaq Listing Rules. Notwithstanding the foregoing, there can be no assurance that the PanelCompany will grant the Cultimately regain company a fuliance with all applicable requirements for continued listing. As set forther extens in the Panel's determination or thatand confirmed in the April 27, 2026 letter, the Company wiis still ultimately regain compliance with all applicable subject to a mandatory panel monitor pursuant to Nasdaq Listing Rule 5815(d)(4)(B). During the monitoring period, the Company is required to maintain a minimum stockholder's equity of $3,500,000 for each fiscal quarter until the end of the panel monitor period, December 19, 2026. If the Company fails to satisfy this requirements for, the Company's continued mmon stock may be delisting.ed.

A delisting of the Companys common stock could negatively impact the Company and its stockholders by, among other things: reduce the liquidity and market price of its common stock; reduce the number of investors willing to hold or acquire the Companys common stock, which could negatively impact its ability to raise equity financing; decrease the amount of news and analyst coverage of the Company; and limit the Companys ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the Nasdaq might negatively impact the Companys reputation and, as a consequence, its business, operating results, cash flows, financial condition, or securities.