Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 26, 2026
Reporting Period: Specific event date of June 26, 2026, with a press release issued June 30, 2026.
Context: The Company is an emerging growth company incorporated in Delaware. This filing reports the entry into a Material Definitive Agreement and the unregistered sale of equity securities.
Key Financial Metrics
This filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The following specific transaction metrics are disclosed:
- Debt Converted: Approximately $4.0 million of outstanding secured convertible term loans (including accrued interest).
- Equity Issued: 4,800 shares of Series C Convertible Preferred Stock.
- Aggregate Stated Value of Equity: Approximately $4.8 million.
- Liquidity Impact: Reduction of debt obligations in exchange for equity issuance.
Material Changes Versus Prior Period
The filing details a specific capital structure change rather than a period-over-period operational comparison. The material change involves:
- Conversion of approximately $4.0 million in debt under the Senior Secured Term Loan Agreement (dated September 18, 2023, as amended) into equity.
- Issuance of 4,800 shares of Series C Preferred Stock to an institutional investor.
- Establishment of a mechanism allowing the Holder to require additional exchanges of remaining indebtedness for additional Series C Preferred Stock during the term of the agreement.
Guidance, Outlook, and Risks
Management Commentary: The Company closed the exchange on June 26, 2026, relying on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. No commission or remuneration was paid for soliciting the exchange.
Risks and Contingencies:
- Resale Restrictions: The issued Series C Preferred Stock has not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption.
- Future Obligations: The Holder retains the right to require the Company to complete additional exchanges of remaining indebtedness for more Series C Preferred Stock.
- Confidentiality: Certain portions of the Exchange Agreement have been redacted as confidential information.
Investor Verification Checklist
- Verify the full terms of the Exchange Agreement (Exhibit 10.1) to understand conversion rates and conditions for future exchanges.
- Confirm the total remaining indebtedness under the Senior Secured Term Loan Agreement to assess potential future dilution.
- Review the rights and preferences attached to the Series C Convertible Preferred Stock.
- Check for any subsequent filings regarding the resale registration of the unregistered securities.