Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 20, 2026
Reporting Period: Specific event date of July 20, 2026.
Context: The company is an emerging growth company reporting the issuance of a new debt instrument under a previously established securities purchase agreement.
Key Financial Metrics
Debt Issuance: $1,500,000.00 aggregate principal amount of Original Issue Discount Senior Secured Convertible Debenture (the "Additional Note").
Conversion Terms: Convertible into 197,369 shares of common stock at a conversion price of $7.60 per share.
Maturity Date: September 9, 2026 (or earlier if repaid).
Revenue, Profit, Cash Flow, Margins, Liquidity: The filing text does not provide a clear value for these metrics as this is a transaction-specific report.
Material Changes
- New Debt Obligation: Creation of a direct financial obligation of $1.5 million in senior secured convertible debt.
- Equity Dilution Potential: The issuance creates the potential for the issuance of approximately 197,369 new shares of common stock upon conversion.
- Unregistered Sale: The securities were sold unregistered, relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
Guidance, Outlook, and Risks
Management Commentary: The transaction was executed pursuant to a Securities Purchase Agreement dated November 4, 2024. The terms of this Additional Note mirror those of previous notes issued under the same agreement.
Risks and Contingencies: The debt is senior secured and due within approximately two months of the filing date (September 9, 2026), creating a near-term liquidity requirement or conversion event. The filing references the full text of the Note for complete terms, noting that the summary is not exhaustive.
Investor Verification Checklist
- Verify the company's current cash position to assess ability to repay the $1.5 million note by September 9, 2026, if not converted.
- Review the November 5, 2024 Form 8-K (Exhibit 10.3) for the full text of the Note, including interest rates, default provisions, and specific security collateral.
- Confirm the identity of the institutional investor and any related party status.
- Assess the impact of potential conversion on existing shareholder dilution at the $7.60 conversion price.