Business Context and Reporting Period
Company: Nauticus Robotics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 12, 2026
Reporting Period: Event date August 12, 2026
Business Context: The Company is an emerging growth company incorporated in Delaware. This filing reports the entry into a material definitive agreement regarding its Senior Secured Term Loan.
Key Financial Metrics
This filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt balances. The primary financial data disclosed relates to the terms of the Company's convertible debt:
- Instrument: Senior Secured Term Loan Agreement (dated September 18, 2023, as amended).
- Security: Convertible into shares of Common Stock.
- Current Conversion Price: Reduced to $1.80 per share.
- Effective Period: The $1.80 conversion price applies for the period ending August 13, 2026.
Material Changes Versus Prior Period
The filing details a series of amendments to the Term Loan Agreement reducing the conversion price over the last several months:
- October 25, 2025: Conversion price reduced to $1.76 (effective until November 7, 2025).
- May 11, 2026: Conversion price reduced to $2.20 (effective until May 21, 2026).
- June 1, 2026: Conversion price reduced to $1.80 (effective until June 15, 2026).
- August 12, 2026 (Current Event): Entered into a Fourth Amendment reducing the conversion price to $1.80 (effective until August 13, 2026).
Note: While the June and August amendments both set the price at $1.80, the August amendment extends the applicability of this price to a new period.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future operations or financial performance beyond the specific terms of the loan amendment.
Risks and Contingencies:
- Dilution Risk: The repeated reduction of the conversion price from an initial $6.00 to $1.80 increases the potential dilution to existing shareholders if the lenders exercise their conversion rights.
- Liquidity Dependency: The Company continues to rely on this senior secured term loan for capital, indicating ongoing liquidity needs.
Investor Verification Checklist
- Verify the total outstanding principal balance of the Term Loan to assess the magnitude of potential dilution at the $1.80 conversion price.
- Review the full text of the Fourth Amendment (Exhibit 10.1) for any new covenants, interest rate changes, or maturity date extensions not summarized in this 8-K.
- Confirm the Company's current cash position and runway, as the filing does not disclose liquidity metrics.
- Monitor the stock price relative to the $1.80 conversion price to determine the likelihood of immediate conversion by lenders.