Nauticus Robotics, Inc. Announces Exchange Agreement to Reduce a Large Portion of its Debt and Increase Stockholders' Equity

Rhea-AI Summary

Nauticus Robotics (NASDAQ: KITT) entered an exchange agreement to convert about $4.0 million of outstanding indebtedness and accrued interest under its Senior Secured Term Loan into 4,800 shares of Series C Convertible Preferred Stock.

The exchange removes roughly $4.0 million of debt from the balance sheet, increases stockholders' equity, and is expected to support ongoing efforts to maintain compliance with Nasdaq stockholders' equity requirements.

Positive

• Approximately $4.0 million of outstanding indebtedness and interest converted to equity
• Eliminates about $4.0 million of debt from the company's balance sheet
• Issuance of 4,800 shares of Series C Convertible Preferred Stock to existing lender
• Transaction is expected to support compliance with Nasdaq stockholders' equity requirements

Negative

• None.

News Market Reaction – KITT

+0.82%

4 alerts

+0.82% Session close to close

+2.3% Peak Tracked

-10.2% Trough Tracked

$6.55M Market Cap

0.2x Rel. Volume

In the Jun 30 session, KITT gained 0.82%, reflecting a mild positive market reaction. Argus tracked a peak move of +2.3% during that session. Argus tracked a trough of -10.2% from its starting point during tracking. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement converts $4.0 million of debt into preferred equity, directly reducing leverage an...

Analysis

This announcement converts $4.0 million of debt into preferred equity, directly reducing leverage and supporting Nasdaq equity requirements. Investors may weigh this balance-sheet gain against prior financing complexity and ongoing execution needs in commercializing subsea robotics.

Key Figures

Debt converted: $4.0 million Preferred shares issued: 4,800 shares Loan agreement date: September 18, 2023

3 metrics

Debt converted $4.0 million Outstanding indebtedness and accrued interest exchanged into equity

Preferred shares issued 4,800 shares Series C Convertible Preferred Stock issued to existing lender in exchange

Loan agreement date September 18, 2023 Date of Senior Secured Term Loan Agreement referenced in the exchange

Historical Context

5 past events · Latest: May 14 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 14	Q1 2026 earnings	Negative	-8.5%	Weak Q1 revenue and sizable net loss drove a negative earnings update.
May 13	Executive appointment	Positive	-10.4%	Appointment of a new Chief Revenue Officer to drive commercial expansion.
May 12	Earnings call date	Neutral	-10.4%	Announcement of schedule for the first quarter 2026 earnings conference call.
Apr 30	Nasdaq compliance	Positive	+3.9%	Confirmation of continued Nasdaq listing under a Mandatory Panel Monitor.
Apr 23	Project award	Positive	+4.5%	Award of an offshore archaeological investigation project using subsea systems.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news often moves KITT in line with the tone of the update, though positive corporate announcements have sometimes met with selling.

Key Terms

senior secured term loan agreement, series c convertible preferred stock, stockholders' equity, forward-looking statements

4 terms

senior secured term loan agreement financial

"outstanding indebtedness and accrued interest under the Company's Senior Secured Term Loan Agreement, dated"

A senior secured term loan agreement is a contract where a borrower receives a fixed-schedule loan that is backed by specific assets and ranked ahead of other debts for repayment. For investors, it matters because the loan’s seniority and collateral lower the lender’s risk and can limit a company’s financial flexibility through repayment rules and restrictions, which in turn affects the safety and potential return for equity and junior creditors—think of it like a mortgage on a house versus an unsecured personal loan.

series c convertible preferred stock regulatory

"converted approximately $4.0 million of outstanding indebtedness and accrued interest ... into 4,800 shares of the Company's Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

stockholders' equity financial

"eliminates approximately $4.0 million of debt from the Company's balance sheet, increases stockholders' equity, and is expected"

Stockholders' equity is the portion of a company's assets that belongs to its owners after all debts and obligations are paid; think of it as the value left for shareholders if the company sold everything and paid off what it owes. Investors watch it because it shows the company's net worth, indicates how much of growth is funded by owners versus debt, and helps assess financial health and the potential for future dividends or stock value increases — like the equity in a house after the mortgage is settled.

forward-looking statements regulatory

"https://nauticusrobotics.com/Cautionary Language Regarding Forward-Looking Statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, June 30, 2026 /PRNewswire/ --  Nauticus Robotics, Inc. (NASDAQ: KITT)  ("Nauticus" or the "Company"), a leading innovator in autonomous subsea robotics and software solutions, today announced an exchange agreement to convert outstanding indebtedness into equity.

As part of its ongoing efforts to strengthen its balance sheet and improve its capital structure, Nauticus entered into an exchange agreement with an existing lender, pursuant to which the lender converted approximately $4.0 million of outstanding indebtedness and accrued interest under the Company's Senior Secured Term Loan Agreement, dated September 18, 2023 into 4,800 shares of the Company's Series C Convertible Preferred Stock. The number of shares of the Company's Series C Convertible Preferred Stock issued in the exchange reflects the exchange terms negotiated by the parties.

The transaction eliminates approximately $4.0 million of debt from the Company's balance sheet, increases stockholders' equity, and is expected to support the Company's continued efforts to maintain compliance with Nasdaq's stockholders' equity requirements.

About Nauticus Robotics

Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company's business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus' approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus' services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus' products; estimated operating results and use of cash; and Nauticus' use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the "SEC") for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in documents filed from time to time with the SEC, including Nauticus' most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.

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SOURCE Nauticus Robotics, Inc.

FAQ

What debt reduction did Nauticus Robotics (NASDAQ: KITT) announce on June 30, 2026?

Nauticus Robotics agreed to convert about $4.0 million of outstanding indebtedness and accrued interest into equity. According to Nauticus, this debt came from its Senior Secured Term Loan Agreement dated September 18, 2023, improving the company’s balance sheet.

How many preferred shares did Nauticus Robotics issue in the June 30, 2026 exchange agreement (KITT)?

Nauticus Robotics issued 4,800 shares of Series C Convertible Preferred Stock to an existing lender. According to Nauticus, these shares were issued in exchange for about $4.0 million of loan principal and accrued interest under its Senior Secured Term Loan.

How does the June 30, 2026 debt-for-equity exchange affect Nauticus Robotics' stockholders' equity (KITT)?

The exchange is described as increasing Nauticus Robotics' stockholders' equity by removing approximately $4.0 million of debt. According to Nauticus, this improved equity position is expected to help support ongoing compliance with Nasdaq stockholders' equity requirements.

Why is Nauticus Robotics' June 30, 2026 exchange agreement important for Nasdaq listing compliance (KITT)?

Nauticus expects the exchange to support efforts to maintain compliance with Nasdaq stockholders' equity rules. According to Nauticus, converting about $4.0 million of indebtedness into Series C Convertible Preferred Stock increases equity, which is a key metric in Nasdaq’s listing standards.

What type of security did Nauticus Robotics' lender receive in the June 30, 2026 transaction (KITT)?

The lender received Series C Convertible Preferred Stock in exchange for loan debt and interest. According to Nauticus, approximately 4,800 Series C Convertible Preferred shares were issued, reflecting the negotiated exchange terms under the Senior Secured Term Loan Agreement.