Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2026 (Earliest event reported)
Reporting Period: Specific transaction dates in February 2026.
Context: The Company, an emerging growth company, announced a significant capital raise and debt issuance to fund operations in the United Arab Emirates (UAE).
Key Financial Metrics and Capital Structure
- Equity Financing (Series D Preferred Stock):
- Initial Commitment: $3,000,000 aggregate purchase price for Initial Preferred Shares.
- Potential Upside: Up to an additional $47,000,000 in tranches subject to milestones and investor consent.
- Share Price: $1,000 per share of Series D Preferred Stock.
- Dividends: 10% per annum, payable in shares or cash upon liquidation/redemption.
- Use of Proceeds: Exclusively for UAE-related working capital.
- Warrants:
- Quantity: Warrants to purchase common stock equal to 30% of the aggregate purchase price of the Preferred Stock.
- Exercise Price: $1.1125 per share (subject to adjustments).
- Term: 5-year expiration from issuance.
- Debt Financing (Convertible Debenture):
- Principal Amount: $2,000,000 (Original Issue Discount Senior Secured Convertible Debenture).
- Issuance Date: February 9, 2026.
- Maturity: September 9, 2026.
- Conversion Terms: Convertible into 3,365,871 shares of common stock at a price of $0.5942 per share.
- Liquidity and Cash Flow: The filing does not provide current cash balances, operating cash flow, or total debt figures. Proceeds from the new financing are designated for specific geographic expansion.
Material Changes and Transaction Terms
- Capital Structure Change: Creation of Series D Convertible Preferred Stock, ranking senior to Common Stock but junior to Series A, B, and C Preferred Stock.
- Conversion Mechanics:
- Series D Preferred Stock converts at the lower of $0.89 per share or the 5-day Daily VWAP preceding conversion.
- Company Optional Redemption: Company may redeem all shares at 110% of the Conversion Amount.
- Ownership Caps: Beneficial ownership is capped at 4.99% for warrant exercises and conversions unless shareholder approval is obtained. The aggregate issuance of conversion and warrant shares is capped at 19.99% of outstanding common stock (Exercise Cap) absent Nasdaq shareholder approval.
- Lock-Up: A two-year lock-up period applies to the Investor regarding the sale or transfer of shares upon conversion.
Guidance, Risks, and Contingencies
- Management Commentary: Proceeds are strictly earmarked for establishing and operating the business in the UAE. The Company intends to seek shareholder approval to exceed the 19.99% Exercise Cap if necessary.
- Risks and Contingencies:
- Milestone Dependency: The $47 million additional equity tranche is contingent on the Investor making expenditures agreed upon by the Company and meeting specific milestones.
- Regulatory Approval: Issuance of full conversion shares and warrant shares may require Nasdaq shareholder approval to avoid the 19.99% cap.
- Debt Maturity: The $2 million debenture matures in September 2026, creating a near-term liquidity obligation.
- Unregistered Sales: Securities were issued under Section 4(a)(2) and Rule 506 exemptions; they cannot be resold in the U.S. without registration or an exemption.
Investor Verification Checklist
- Verify the Company's current cash position and ability to fund operations until the first milestone closing of the $3 million Series D tranche.
- Confirm the specific "milestone aggregate investment amounts" and expenditure requirements the Investor must meet to trigger the $47 million additional funding.
- Assess the dilution impact of the 30% warrant issuance and the $0.5942 conversion price of the new debenture relative to the current market price of Common Stock.
- Review the status of the Series A, B, and C Preferred Stock to understand the full seniority hierarchy in a liquidation scenario.
- Monitor for the filing of a proxy statement or shareholder vote regarding the 19.99% Exercise Cap and Nasdaq listing rules.