Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 27, 2026
Reporting Period: Event date March 27, 2026 (Earliest event reported)
Business Context: The Company is an emerging growth company with common stock (KITT) and warrants (KITTW) listed on The Nasdaq Stock Market LLC. This filing reports the unregistered sale of equity securities via an exchange of debt for preferred stock.
Key Financial Metrics
This filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The specific financial transaction reported is as follows:
- Debt Converted: $2,000,000 principal amount of an Existing Debenture (issued February 9, 2026).
- Equity Issued: 2,023 shares of Series C Preferred Convertible Stock.
- Transaction Type: Exchange of senior secured convertible debentures for preferred stock.
Material Changes Versus Prior Period
The filing details a specific capital structure change rather than a period-over-period operational comparison. The material change is the reduction of $2,000,000 in outstanding principal debt (Existing February Debenture) and the corresponding issuance of 2,023 shares of Series C Preferred Stock to an institutional investor. This transaction was executed under Amendment and Exchange Agreements originally entered into on December 3, 2025.
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 securities issued in this transaction were sold in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The filing explicitly states that these securities may not be offered or sold in the United States absent registration or an applicable exemption. The report is not an offer to sell or a solicitation of an offer to buy the securities.
Investor Verification Checklist
- Verify the terms of the Series C Preferred Stock, including conversion rights and liquidation preferences, which are not detailed in this 8-K.
- Confirm the total outstanding principal of "Existing Debentures" remaining after this $2,000,000 exchange.
- Review the original Amendment and Exchange Agreements dated December 3, 2025, for conditions precedent or additional exchange rights.
- Check subsequent filings for any registration statements filed to allow the resale of the Series C Preferred Stock.