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 January 22, 2024, Nauticus Robotics, Inc. (the "Company") received written notice from Nasdaq notifying it that the average closing bid price of the Company's shares of common stock was below the minimum closing bid price of $1 per share during the last 30 consecutive trading days, as required for continued listing on the Nasdaq under Nasdaq's listing rules (the "Rules").

The notice has no immediate impact on the listing of the Company's common stock and warrants, which will continue to be listed and trade on Nasdaq subject to the Company's continued compliance with the other listing requirements of the Rules. The Company's securities will have an added indicator on NASDAQ.com indicating that it is non-compliant. Pursuant to the Rules, the Company has 180 days to cure the deficiency and regain compliance with the minimum bid price (subject to additional time periods for which the Company may be eligible). The Company intends to monitor the closing bid price for its securities and explore available options to regain compliance within the proscribed time period.

In the event the Company does not evidence compliance with the minimum bid price requirement during the 180-day grace period, it is expected that Nasdaq would notify the Company that its securities are subject to delisting. At such time, the Company may appeal such determination to a Nasdaq Hearings Panel (the "Panel") and it is expected that the Company's securities would continue to be listed and available to trade on Nasdaq at least pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that the Company would be able to evidence compliance with the terms of any extension that may be granted by the Panel.