Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 3, 2025
Reporting Period: Event-based (December 3, 2025)
Context: The Company, an emerging growth company, reported the entry into material definitive agreements and the unregistered sale of equity securities involving the exchange of existing debt instruments for preferred stock.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt levels. The filing focuses exclusively on a capital structure transaction.
- Transaction Volume: Issuance of 3,814 shares of Series C Preferred Convertible Stock.
- Counterparties: Three (3) institutional investors.
- Legal Basis: Exemption from registration under Section 3(a)(9) of the Securities Act of 1933.
Material Changes Versus Prior Period
The filing details a material modification to the rights of security holders and the Company's capital structure:
- Debt-to-Equity Exchange: Certain institutional investors exchanged portions of secured convertible term loans ("Existing Convertible Securities") and original issue discount senior secured convertible debentures due 2026 ("Existing Debentures") for Series C Preferred Stock.
- Corporate Governance: The Company filed a Certificate of Designations with the Delaware Secretary of State to establish the rights and preferences of the new Series C Preferred Stock.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the closing of the Exchange Agreements on December 3, 2025, and the successful issuance of the preferred shares to the participating investors.
Risks and Contingencies:
- Resale Restrictions: The securities issued may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
- Non-Offer Status: The report and its exhibits are not an offer to sell or a solicitation of an offer to buy the securities described.
Unusual Items: None reported beyond the specific debt-for-equity exchange transaction.
Investor Verification Checklist
- Verify the specific terms, conversion rates, and liquidation preferences of the Series C Preferred Stock in Exhibit 3.1 (Certificate of Designations).
- Confirm the exact principal amounts of the "Existing Convertible Securities" and "Existing Debentures" exchanged for the 3,814 shares of preferred stock.
- Review the impact of this exchange on the Company's total outstanding debt and potential future dilution upon conversion of the Series C Preferred Stock.
- Check subsequent filings for any registration statements filed to allow the resale of these securities.