Nauticus Robotics, Inc. filings document the public-company record for a subsea robotics and software business with common stock and warrants listed on Nasdaq. Its reports cover material events, operating and financial results, Nasdaq listing compliance, late-filing notices, governance changes and the completed SeaTrepid asset acquisition that expanded commercial ROV services.
Proxy and current-report filings also disclose shareholder voting matters, director elections, auditor ratification, reverse-split authority, authorized-share proposals, incentive-plan amendments, convertible debentures, Series C preferred stock exchanges, unregistered securities issuances and capital-structure information.
Nauticus Robotics, Inc. (KITT) entered into separate Sixth Amendments with its lenders that reduced the term loan’s conversion price to $1.488 for the period ending October 2, 2026. The lenders’ loans are convertible, in whole or in part, into the company’s common stock. Earlier Fifth Amendments extended the loan’s maturity date to January 31, 2028.
On September 30, 2026, Nauticus Robotics, Inc. (KITT) received two executed waivers from one holder covering its Series B and Series C convertible preferred stock. The waivers apply from September 30, 2026 through and including March 31, 2027 to the specified event of preferred shares remaining outstanding on or after September 30, 2026. For that event during the waiver period, the holder waived the increase to the 18% per annum default dividend rate (or the maximum lawful rate, if lower), related incremental dividends, and Triggering Event Conversion rights, including the 125% multiplier applied to the Conversion Amount, a 25% premium, and any related surviving alternate conversion period.
The waivers also relieve Nauticus of the related notice requirement and disregard the event for applicable Equity Conditions and other consequences specified in each waiver. They do not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or otherwise applicable dividend terms; nor do they waive another Triggering Event, breach, default, or independently arising rights. Each waiver covers only the signing holder’s rights in the relevant series. After March 31, 2027, the specified event and its consequences apply prospectively to covered shares if any remain outstanding, without reviving consequences waived for the waiver period.
Nauticus Robotics, Inc. (KITT) reports that 10% owner RCB Equities #1, LLC converted $250,000 of outstanding Senior Secured Term Loan principal into 168,011 common shares on September 30, 2026, at $1.488 per share. The LLC directly held 293,091 shares after the conversion. Dror Brian Isaac is identified as manager of the reporting owner; no Rule 10b5-1 plan is reported.
Nauticus Robotics, Inc. (KITT) received an executed waiver from a holder of its Series A Convertible Preferred Stock for the Triggering Event that occurs if any Series A Preferred Stock remains outstanding on or after September 30, 2026. The Waiver Period runs from September 30, 2026 through and including January 31, 2027. For this event and period, the holder waived the dividend-rate increase to 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion with a 125% Conversion Amount multiplier (a 25% premium).
The waiver leaves the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, and otherwise applicable dividend terms unchanged. It does not waive other Triggering Events, breaches, defaults, or rights arising independently of this event, and binds only the holder. If any Series A Preferred Stock remains outstanding after the Waiver Period, the event and its consequences apply prospectively; consequences waived during the period do not revive.
Nauticus Robotics, Inc. (KITT) received a waiver from a holder of its Series C Convertible Preferred Stock for the event that occurs if shares remain outstanding on or after September 30, 2026. For the period from September 30, 2026 through December 31, 2027, the holder waived, solely to the extent attributable to that event, the increase in the dividend rate to 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the Triggering Event Conversion right, including its 125% Conversion Amount multiplier (a 25% premium) and related alternate conversion period.
The waiver leaves the existing 120% Conversion Amount calculation, ordinary conversion rights, Alternate Optional Conversion rights, and otherwise applicable dividend terms unchanged. It applies only to this holder’s rights. After the waiver period, the event’s consequences apply prospectively if any Series C Preferred Stock remains outstanding; the waiver does not cover other triggering events, breaches, defaults, or independently arising rights.
Nauticus Robotics, Inc. (KITT) entered into a non-binding letter of intent with a strategic investor contemplating a private placement equity investment of up to $50 million to support its short- and long-term commercial objectives. The LOI’s terms do not obligate the investor to provide funding, and the proposed investment remains subject to due diligence, negotiation and execution of definitive agreements, applicable approvals, and satisfaction of closing conditions.
The Board is evaluating the proposed transaction and considering engaging an independent financial advisor. Depending on the final terms, the investment could dilute existing stockholders and/or result in a change of control. Nauticus says there can be no assurance that definitive agreements will be entered into or that the transaction will be completed.
Nauticus Robotics, Inc. (KITT) filed an amendment for a 1-for-6 reverse stock split of its common stock. The amendment becomes effective at 8:01 p.m. Eastern Time on September 24, 2026, and the shares are expected to begin split-adjusted trading at market open on September 25 under KITT.
Fractional shares will be rounded up to the nearest whole share. Outstanding options, warrants and other convertible securities will be adjusted under their governing terms, with rounding to whole shares. Nauticus said stockholder ownership percentages and proportional voting power will remain virtually unchanged, except for rounding adjustments; undistributed shares covered by active registration statements will be proportionately reduced.
Nauticus Robotics, Inc. (KITT) reports entering into separate Fifth Amendments to its Senior Secured Term Loan Agreement with each lender, effective upon satisfaction of conditions on September 17, 2026, which extend the Maturity Date of the term loan to January 31, 2028.
The term loan is convertible, in whole or in part, into shares of Nauticus common stock at an initial Conversion Price of $6.00, subject to adjustment under the agreement. Earlier amendments temporarily reduced the conversion price to $1.76, $2.20 and $1.80 during specified periods in 2025 and 2026. A Collateral Agent Acknowledgment and Consent was also executed in connection with the Fifth Amendment, and the amendment and consent are filed as exhibits to this report.
Nauticus Robotics, Inc. (KITT) reports that an institutional holder has exercised its contractual right to extend the maturity of certain Original Issue Discount Senior Secured Convertible Debentures. Debentures with an aggregate outstanding principal of $3,985,000 now mature on September 9, 2027 instead of September 9, 2026. The extension became effective upon delivery of a Holder Notice and Confirmation of Extension of Maturity Date from the holder, ATW Special Situations II, LLC. The extension covers all outstanding principal plus related interest, liquidated damages and other amounts, which continue to accrue under existing terms. The debentures remain secured, convertible and enforceable through the new maturity date, and Nauticus Robotics pays no amendment or consent fee and agrees to no other changes to the debentures or related transaction documents.
Nauticus Robotics, Inc. is registering for resale up to 181,159,420 shares of common stock that may be issued to SZOP Opportunities I LLC under a $250 million Equity Purchase Facility Agreement, plus 6,661 commitment shares issued as a $100,000 fee. The company will receive cash only when it sells newly issued shares to the selling stockholder, not from the stockholder’s resales.
As of June 16, 2026, common shares outstanding were 6,840,174, and assuming full issuance at an assumed price of $1.38 per share, post-offering outstanding shares would rise to 187,959,073, implying substantial potential dilution. The facility runs for up to 24 months from October 24, 2025, uses variable pricing based on the lowest trade or VWAP in short pricing windows, and is subject to a 9.99% beneficial ownership cap and prior Nasdaq stockholder-approval conditions. Nauticus discloses significant risks, including possible Nasdaq delisting, substantial dilution from the facility’s structure, and an auditor’s substantial-doubt going concern opinion with cash of $1.4 million and an accumulated deficit of $344.3 million as of June 30, 2026.