Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 1, 2026
Reporting Period: Event-specific (June 1, 2026)
Business Context: The Company is an emerging growth company incorporated in Delaware. This filing reports the entry into a material definitive agreement regarding its Senior Secured Term Loan.
Key Financial Metrics
This filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt balances. The primary financial data disclosed relates to the terms of the Company's convertible debt:
- Instrument: Senior Secured Term Loan Agreement (dated September 18, 2023, as amended).
- Security: Convertible into shares of Common Stock.
- Current Conversion Price: Reduced to $1.80 per share.
- Effective Period for New Price: June 1, 2026, through June 15, 2026.
Material Changes Versus Prior Period
The filing details a series of amendments to the Term Loan Agreement affecting the conversion price:
- Initial Price: $6.00 per share.
- October 25, 2025 Amendment: Price reduced to $1.76 (effective until November 7, 2025).
- May 11, 2026 Amendment: Price reduced to $2.20 (effective until May 21, 2026).
- June 1, 2026 Amendment (Current): Price reduced to $1.80 (effective until June 15, 2026).
The reduction in conversion price increases the number of shares issued upon conversion of the loan, representing a material change in the capital structure terms compared to the prior periods.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future operations or financial performance.
Risks and Contingencies: The filing highlights the ongoing modification of debt terms. The repeated reduction of the conversion price may indicate liquidity pressures or a strategy to manage debt obligations through equity conversion. The full text of the Third Amendment is filed as Exhibit 10.1 and contains the complete legal terms.
Investor Verification Checklist
- Verify the total outstanding principal balance of the Term Loan to assess the potential dilution impact of the $1.80 conversion price.
- Review the full text of the Third Amendment (Exhibit 10.1) for any new covenants, interest rate changes, or maturity date extensions.
- Confirm the Company's current cash position and liquidity status, as frequent conversion price adjustments often correlate with cash flow constraints.
- Check for any subsequent filings regarding the conversion of the loan into equity after the June 15, 2026 expiration of the current amendment period.