Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 6, 2026
Reporting Period: Event-based report regarding corporate governance and capital structure changes.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The report focuses exclusively on the authorization of a new equity security.
Material Changes
The Company filed a Certificate of Designation with the Delaware Secretary of State to establish a new series of preferred stock, implementing terms from a Securities Purchase Agreement dated February 6, 2026, with Master Investment Group.
- Security Authorized: Series D Convertible Preferred Stock.
- Authorized Shares: Up to 50,000 shares.
- Stated Value: $1,000 per share.
- Dividend Rate: Cumulative dividends at 10% per annum.
- Conversion Rights: Convertible into common stock, subject to Nasdaq stockholder approval requirements.
- Other Rights: Includes liquidation preferences, redemption rights, and voting rights.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard incorporation by reference to the Certificate of Designation. The primary contingency noted is the requirement for applicable Nasdaq stockholder approval regarding the conversion of the Series D Preferred Stock into common stock.
Investor Verification Checklist
- Verify the full text of the Certificate of Designation (Exhibit 3.1) for specific conversion formulas and redemption triggers.
- Confirm the status of the Nasdaq stockholder approval required for the conversion of Series D shares.
- Review the original Securities Purchase Agreement dated February 6, 2026, to understand the total capital raised and any additional covenants.
- Assess the impact of the 10% cumulative dividend obligation on future cash flow and liquidity.