Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 3, 2025
Event: Entry into Material Definitive Agreements involving the exchange of existing debt securities for new Series C Preferred Stock.
Key Financial Metrics and Transaction Details
This filing details a capital restructuring rather than operational financial results. No revenue, profit, or cash flow data is provided in this document.
- Transaction: Exchange of secured convertible term loans and senior secured convertible debentures (Existing Securities) for 3,814 shares of Series C Preferred Stock.
- Series C Preferred Stock Value: $1,000 stated value per share.
- Dividend Rate: 10% per annum (payable in common stock or capitalized); increases to 18% per annum upon a Triggering Event.
- Conversion Price: Fixed at $0.95 per share, subject to downward adjustments based on market price or new issuances.
- Redemption Premium: 25% premium applicable upon Bankruptcy Triggering Events or Company Optional Redemption.
- Liquidity/Debt Impact: The transaction converts existing debt obligations into equity-like preferred stock, potentially altering the company's debt load and capital structure.
Material Changes and Covenants
The Exchange Agreements amend the Securities Purchase Agreement dated August 6, 2025, and impose significant covenants and future actions:
- Stockholder Meetings: The Company must hold stockholder meetings by March 3, 2026, to seek approval for:
- Reverse stock splits (up to 250-for-1).
- Increase in authorized shares from 625,000,000 to 1,500,000,000.
- Issuance of Series C Preferred Stock and underlying common stock in compliance with Nasdaq rules.
- Restrictions: The Company is restricted from redeeming, repurchasing, or declaring dividends on other capital stock, and is limited in incurring new indebtedness or liens.
- Conversion Adjustments: The conversion price may automatically lower if the market price falls below the floor price ($0.19) or 98% of the 10-day VWAP, or if new shares are issued below the current conversion price.
Outlook, Risks, and Contingencies
Management Commentary: The filing does not contain forward-looking guidance on revenue or earnings. The focus is on compliance with Nasdaq listing rules and the mechanics of the debt-for-equity exchange.
Risks and Contingencies:
- Triggering Events: Defined events include suspension of trading, failure to pay dividends, default on $500,000+ of indebtedness, or bankruptcy. These events trigger higher dividends (18%) and redemption rights.
- Dilution Risk: The conversion price includes a "floor" mechanism and downward adjustments that could significantly increase the number of common shares issued upon conversion.
- Regulatory Compliance: The transaction relies on Section 3(a)(9) of the Securities Act for exemption from registration. Future issuance requires stockholder approval to maintain Nasdaq compliance.
Investor Verification Checklist
- Verify the total principal amount of the "Existing Securities" being exchanged to assess the magnitude of the debt reduction.
- Confirm the current market price of Nauticus Robotics common stock (KITT) relative to the $0.95 conversion price and $0.19 floor price.
- Monitor the schedule for the stockholder meeting required by March 3, 2026, regarding the reverse stock split and authorized share increase.
- Review the full text of the Certificate of Designations (Exhibit 3.1) for specific definitions of "Triggering Events" and "Bankruptcy Triggering Events."
- Check for any subsequent filings regarding the status of the $500,000 indebtedness threshold mentioned in the triggering events.