Nauticus Robotics, Inc. SEC Filings

Nauticus Robotics, Inc. created a new direct financial obligation by issuing an Original Issue Discount Senior Secured Convertible Debenture due 2026, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor on July 20, 2026.

The Additional Note is convertible into 197,369 shares of common stock at a conversion price of $7.60 per share and is scheduled to mature on September 9, 2026, subject to earlier repayment as provided in the note. It was issued under a November 4, 2024 securities purchase agreement on the same terms as existing notes and was offered without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 of Regulation D.

RCB Equities #1, LLC, a ten percent owner of Nauticus Robotics, Inc., converted $1,000,000 of principal under a Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026. It also sold 32,539 shares in an open-market transaction at $2.021 per share the same day, and held 782,829 shares of common stock afterward, up from approximately 259,812 shares before the conversion.

Nauticus Robotics, Inc. has created a new class of preferred equity as part of a previously disclosed financing. On July 6, 2026, the company filed a Certificate of Designation establishing up to 50,000 shares of Series D Convertible Preferred Stock. Each share has a stated value of $1,000 and carries 10% per annum cumulative dividends, meaning unpaid dividends accumulate over time. The Series D is convertible into common stock under specified terms, including Nasdaq stockholder approval requirements, and also carries liquidation, redemption and voting rights. The filing is tied to a Securities Purchase Agreement with Master Investment Group and represents a material modification to the rights of existing security holders.

RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock. The entity reports 782,829 shares of common stock held directly.

It also holds 4,800 shares of Series C Convertible Preferred Stock with a stated value of $1,000 per share, for an aggregate stated value of $4,800,000. This Series C preferred was acquired on June 26, 2026 under an Exchange Agreement and is convertible into 631,579 shares of common stock at $7.60 per share, subject to stockholder approval under Nasdaq Listing Rule 5635. The preferred stock has no expiration date and reflects a conversion of $4,000,000 of senior secured term loan debt at a 20% premium.

Nauticus Robotics, Inc. is furnishing an updated June 2026 investor presentation outlining its strategy in subsea robotics and autonomy. Management highlights a targeted 10–20x return through revenue scaling and valuation multiple expansion, built on an integrated services, hardware, and software platform.

The presentation describes a projected $36 billion total addressable market by 2030 as subsea work shifts from human-operated to autonomous systems, and contrasts Nauticus’ position with larger industry peers. It outlines plans to move from project-based revenue toward higher-margin software and technology-enabled services, with a projected blended gross margin above 50% as the mix shifts.

Leadership notes that revenue tripled in 2025 and presents a plan with four growth engines aimed at increasing revenue from about $5 million to over $50 million over the next 3–5 years, supported by a stated $840 million pipeline. The company also cites “up to $50 million” of funding availability with a partner and an expected future compound annual growth rate greater than 100%, positioning Nauticus as a potential leader in emerging autonomous subsea operations.

Nauticus Robotics, Inc. entered into an exchange agreement with an institutional lender to convert approximately $4.0 million of secured convertible term loan indebtedness, including accrued interest, into 4,800 shares of its Series C Convertible Preferred Stock. The stated value of these preferred shares is approximately $4.8 million.

The exchange eliminates about $4.0 million of debt from Nauticus’ balance sheet and increases stockholders’ equity, and is expected to support ongoing efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements. The lender also gained the right, under specified conditions, to require additional exchanges of remaining indebtedness into Series C Preferred Stock.

Nauticus Robotics is registering up to 181,159,420 shares of common stock for resale by a single selling stockholder under an equity purchase facility. The filing also covers 6,661 commitment fee shares tied to a $100,000 fee. An October 2025 Facility Agreement allows SZOP Opportunities I LLC to buy up to $250 million of newly issued stock, based on a volume‑weighted pricing formula and an assumed price of $1.38 per share. Nauticus will not receive proceeds from the selling stockholder’s market resales but may receive up to $250 million from primary sales into the facility, which it plans to use for working capital and general corporate purposes. Shares outstanding could rise from 6,840,174 to 187,959,073 if all registered shares are issued, implying very heavy dilution. The prospectus highlights risks including dilution from variable‑price issuances, potential downward pressure from resales and short‑selling by third parties, Nasdaq listing vulnerabilities, and an auditor’s substantial doubt about the company’s ability to continue as a going concern.

Nauticus Robotics, Inc. filed an amended current report to add details about changes to its 2022 Omnibus Incentive Plan. Shareholders at the 2026 Annual Meeting on May 27, 2026 approved an amendment increasing the number of shares available for issuance under the plan to 6,000,000 shares.

The board had previously approved the amendment, subject to shareholder approval, and it became effective immediately after the Annual Meeting. Further details are incorporated by reference from the April 17, 2026 proxy statement, and the full amended plan is filed as Exhibit 10.1.

Nauticus Robotics, Inc. updated the terms of its senior secured term loan by signing a Third Amendment with all lenders. The Loans, originally convertible into common stock at a $6.00 conversion price, will now be convertible at $1.80 per share for the period ending June 15, 2026. This follows earlier temporary reductions to $1.76 and $2.20 under prior amendments, further increasing the number of shares that could be issued if lenders elect to convert during the new window.