KITT

SEC source: 0001849820-25-000082 · wk-form4_1743539037.xml · derivative · entry 1

Symington John · CIK 0001744552 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 210,000

Underlying: Common Stock · 210,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: RSUs vest ratably over five years on the anniversary of grant.

F2 · derivative.expiration_date: RSUs vest ratably over five years on the anniversary of grant.

SEC source: 0001849820-25-000060 · wk-form4_1740524113.xml · derivative · entry 3

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,889

Underlying: Common Stock · 19,445 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F3 · derivative.exercise_date: RSUs vest pro-rata over three years on February 21, 2025, February 21, 2026 and February 21, 2027

F3 · derivative.expiration_date: RSUs vest pro-rata over three years on February 21, 2025, February 21, 2026 and February 21, 2027

SEC source: 0001849820-25-000060 · wk-form4_1740524113.xml · nonDerivative · entry 2

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 107,132

F1 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

SEC source: 0001849820-25-000060 · wk-form4_1740524113.xml · nonDerivative · entry 1

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 114,051

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001849820-25-000013 · wk-form4_1736280318.xml · nonDerivative · entry 2

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 94,606

F1 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 16

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F16 · shares: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F17 · shares: (Continued from footnote 16 ) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F16 · price: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F17 · price: (Continued from footnote 16 ) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F16 · derivative.underlying_shares: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F17 · derivative.underlying_shares: (Continued from footnote 16 ) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 15

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F10 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F16 · shares: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F17 · shares: (Continued from footnote 16 ) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 16

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 2,000,000

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F14 · reported_value: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · reported_value: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · price: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · price: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · derivative.underlying_shares: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · derivative.underlying_shares: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 15

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F7 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · reported_value: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · reported_value: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001849820-25-000013 · wk-form4_1736280318.xml · derivative · entry 3

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 26,083 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F3 · derivative.exercise_date: RSUs vest on January 1, 2025

F3 · derivative.expiration_date: RSUs vest on January 1, 2025

SEC source: 0001849820-25-000013 · wk-form4_1736280318.xml · nonDerivative · entry 1

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 97,796

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001849820-25-000016 · wk-form4_1736376402.xml · derivative · entry 2

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,122 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Performance Restricted Stock Unit ("PSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock

F3 · derivative.exercise_date: PSUs vested 50% 12/31/2023; and 50% on 12/31/2024

F3 · derivative.expiration_date: PSUs vested 50% 12/31/2023; and 50% on 12/31/2024

F1 · derivative.underlying_shares: Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024

SEC source: 0001849820-25-000016 · wk-form4_1736376402.xml · nonDerivative · entry 1

Yamokoski John · CIK 0001944944 · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,854

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 14

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 5,342

Underlying: Common Stock · 5,211,706 shares

Expires not disclosed

F14 · shares: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F15 · shares: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F15 · price: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F15 · derivative.exercise_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F15 · derivative.expiration_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 13

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F11 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · shares: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F11 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 14

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 5,342

Underlying: Common Stock · 5,211,706 shares

Expires not disclosed

F12 · shares: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F13 · shares: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · price: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · derivative.exercise_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · derivative.expiration_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 13

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F9 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F12 · reported_value: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001849820-24-000278 · wk-form4_1733871775.xml · nonDerivative · entry 2

Hay Victoria · CIK 0002003344 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 753

F2 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000278 · wk-form4_1733871775.xml · derivative · entry 3

Hay Victoria · CIK 0002003344 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,112 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Each Restricted Stock Unit ("RSU"), issued on December 8, 2023, was issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee (or other service provider) or director of the Company, its affiliates or subsidiaries.

F1 · shares: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

F4 · derivative.exercise_date: The RSUs will vest at the earlier of Mrs. Hay's departure and one year from the date of grant.

F4 · derivative.expiration_date: The RSUs will vest at the earlier of Mrs. Hay's departure and one year from the date of grant.

SEC source: 0001849820-24-000278 · wk-form4_1733871775.xml · nonDerivative · entry 1

Hay Victoria · CIK 0002003344 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,112

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000276 · wk-form4_1732756445.xml · nonDerivative · entry 3

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,713

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000274 · wk-form4_1732661172.xml · nonDerivative · entry 3

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,000

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000274 · wk-form4_1732661172.xml · nonDerivative · entry 2

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,172

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000274 · wk-form4_1732661172.xml · nonDerivative · entry 1

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,117

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 5

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.exercise_date: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.expiration_date: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.underlying_shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 3

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · price: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

SEC source: 0001849820-24-000276 · wk-form4_1732756445.xml · derivative · entry 4

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 84,417

Underlying: Common Stock · 3,229 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F4 · derivative.exercise_date: RSU's vested on October 9, 2024.

F4 · derivative.expiration_date: RSU's vested on October 9, 2024.

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000276 · wk-form4_1732756445.xml · nonDerivative · entry 2

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 19,556

F2 · kind: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000276 · wk-form4_1732756445.xml · nonDerivative · entry 1

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,322

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

SEC source: 0001849820-24-000185 · wk-form4_1721438016.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 910,288

Underlying: Common Stock · 910,288 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0001849820-24-000184 · wk-form4_1721437983.xml · derivative · entry 1

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 910,288

Underlying: Common Stock · 910,288 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0001849820-24-000183 · wk-form4_1721437946.xml · derivative · entry 1

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,062,003

Underlying: Common Stock · 1,062,003 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0001849820-24-000182 · wk-form4_1721437915.xml · derivative · entry 1

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 910,288

Underlying: Common Stock · 910,288 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · derivative · entry 6

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,286

Underlying: Common Stock · 1,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F8 · derivative.exercise_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F8 · derivative.expiration_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F2 · balance_after: Reflects holdings as of the date of this Form.

SEC source: 0001849820-25-000056 · wk-form5_1739580708.xml · nonDerivative · entry 2

Spiro Elliot · CIK 0001875548 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · balance_after: Reflects holdings as of the date of this Form.

SEC source: 0001849820-25-000054 · wk-form5_1739574302.xml · derivative · entry 2

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 29,501

Underlying: Common Stock · 1,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F3 · derivative.exercise_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F3 · derivative.expiration_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F2 · balance_after: Reflects holdings at date of filing of this Form.

SEC source: 0001849820-25-000054 · wk-form5_1739574302.xml · nonDerivative · entry 1

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · balance_after: Reflects holdings at date of filing of this Form.

SEC source: 0001849820-25-000053 · wk-form5_1739574202.xml · derivative · entry 4

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,286

Underlying: Common Stock · 1,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F4 · derivative.exercise_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F4 · derivative.expiration_date: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F2 · balance_after: Reflects holdings at date of filing of this Form.

SEC source: 0001849820-25-000053 · wk-form5_1739574202.xml · nonDerivative · entry 2

Bellingham Jim · CIK 0001946341 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · balance_after: Reflects holdings at date of filing of this Form.

SEC source: 0001849820-24-000045 · wk-form4_1713215478.xml · nonDerivative · entry 2

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

SEC source: 0001849820-24-000045 · wk-form4_1713215478.xml · nonDerivative · entry 1

FLORES WILLIAM · CIK 0001361918 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 70,244

SEC source: 0001849820-24-000008 · wk-form4_1710546960.xml · derivative · entry 3

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,155,205

Underlying: Common Stock · 938,975 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F3 · derivative.exercise_date: 100% of the RSU's vest on October 9, 2024.

F2 · derivative.expiration_date: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

SEC source: 0001849820-24-000008 · wk-form4_1710546960.xml · nonDerivative · entry 2

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 615,305

F1 · price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

SEC source: 0001849820-24-000008 · wk-form4_1710546960.xml · nonDerivative · entry 1

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 967,780

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

SEC source: 0001849820-24-000006 · wk-form4_1708996271.xml · derivative · entry 3

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,094,180

Underlying: Common Stock · 1,877,950 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F3 · derivative.exercise_date: Award in respect of bonus under prior contract. 50% vest upon grant and 50% vest on January 1, 2025

F3 · derivative.expiration_date: Award in respect of bonus under prior contract. 50% vest upon grant and 50% vest on January 1, 2025

SEC source: 0001849820-24-000006 · wk-form4_1708996271.xml · derivative · entry 2

GIBSON JOHN W JR · CIK 0001189981 · Director · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,216,230

Underlying: Common Stock · 2,100,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

F2 · derivative.exercise_date: RSUs vest ratably over three years on the anniversary of grant.

F2 · derivative.expiration_date: RSUs vest ratably over three years on the anniversary of grant.

SEC source: 0001213900-24-009786 · ownership.xml · derivative · entry 1

Bigney Nicholas J. · CIK 0001801480 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 986,461

Underlying: Common Stock · 573,614 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to Nauticus Robotics, Inc.'s 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock. Vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates, or subsidiaries.

F2 · derivative.exercise_date: The RSUs will vest in three annual installments commencing on January 31, 2025.

F2 · derivative.expiration_date: The RSUs will vest in three annual installments commencing on January 31, 2025.

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 12

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 106,194

Underlying: Common Stock · 106,194 shares

Expires 2032-09-09

F12 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F13 · shares: (Continued from footnote 12) The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F12 · price: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F13 · price: (Continued from footnote 12) The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026704 · ownership.xml · derivative · entry 11

Material Impact Partners II, LLC · CIK 0002051773 · Director · 10% owner · Director by Deputization

Roberts Carmichael · CIK 0001810913 · Director · 10% owner · Director by Deputization

Material Impact Fund II, L.P. · CIK 0001804648 · Director · 10% owner · Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 408,160 shares

Expires 2032-09-09

F12 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F13 · shares: (Continued from footnote 12) The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F4 · price: The Private Warrants were acquired pursuant to the terms of the Securities Purchase Agreement dated as of December 16, 2021 with CLAQ, and Nauticus Robotics, Inc. (the "2021 SPA").

F2 · ownership.direct: Securities held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), each of MIF II, MIP II, Mr. Sharkawy and Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 12

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 106,194

Underlying: Common Stock · 106,194 shares

Expires 2032-09-09

F10 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · shares: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · price: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · price: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.