[8-K/A] Nauticus Robotics, Inc. Common stock Amends Material Event Report

Rhea-AI Filing Summary

Nauticus Robotics amended a prior report to correct Inline XBRL cover-page tagging and to add a reference to Exhibit 104. The company entered into a Securities Purchase Agreement with an institutional investor and designated 50,000 shares of Series B Convertible Preferred Stock, issuing 3,000 shares in the initial closing for proceeds of $2.94 million. Each Series B share has a stated value of $1,000, was sold at $980 per share at the initial closing, and is convertible into common stock at a fixed Conversion Price of $0.9181. Holders accrue a 10% per annum dividend on an as-if-converted basis, have no voting rights, and the company may redeem all outstanding Series B shares at a 25% redemption premium to specified conversion-based measures.

Positive

• Initial capital infusion of $2.94 million from the initial closing of the Series B Preferred offering
• Series B Preferred issued fully paid and non-assessable with an explicit stated value of $1,000 per share
• Amendment corrects Inline XBRL tagging and adds Exhibit 104, improving the accuracy of the Company’s filings

Negative

• Series B accrues a 10% per annum dividend on an as-if-converted basis, creating an ongoing economic claim
• Holders have no voting rights, which may affect governance influence relative to economic interest
• Company may be required to redeem all outstanding Series B shares at a 25% redemption premium, creating a potential cash obligation

Insights

Financial Analyst

TL;DR: Initial private sale raises immediate capital but introduces convertible claims, a 10% dividend obligation, and potential dilution.

The filing documents a private preferred stock financing with an initial closing that generated $2.94 million by issuance of 3,000 Series B shares at $980 per share. Material economic terms explicitly include a $0.9181 fixed conversion price and a 10% per annum dividend on an as-if-converted basis. These terms create convertible equity that can become common shares and therefore could affect share count if converted; the certificate also permits a full redemption at a 25% premium, which is a defined cash obligation if exercised. Analysis is limited to the terms disclosed in the filing.

Corporate Governance Expert

TL;DR: The Series B instrument is non-voting, carries dividend rights, and includes conversion and redemption mechanics requiring careful disclosure.

The Series B Certificate of Designation, attached as an exhibit, specifies that holders will have no voting power and no ability to call or attend shareholder meetings except as required by law. The instrument's governance features are explicit: conversion into common stock at a fixed Conversion Price of $0.9181, an alternate conversion mechanism under defined triggers, and a redemption right exercisable by the company at a 25% premium. The 8-K/A also corrects Inline XBRL tagging and adds Exhibit 104, improving the completeness of interactive disclosure. This analysis is confined to the filing text.

TRUE0001849820December 3100018498202025-08-072025-08-070001849820us-gaap:CommonStockMember2025-08-072025-08-070001849820us-gaap:WarrantMember2025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 942-9069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Form 8-K/A amends the Form 8-K filed by Nauticus Robitics Inc.(the "Company") on August 8, 2025 (the "Original Form 8-K") for the sole purpose of correcting certain Inline XBRL tagging errors related to the date of teh Cover Page inline XBRL tagging, and to add a reference to Exhibit 104 to the table of exhibits in Item 9.01..

No other information in the Original Form 8-K is amended or supplemented by this filing. This Amendment should be read together with the Original Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

The information in Item 5.03 of this Current Report on Form 8-K (this “Report”) related to the issuance of the Series B Preferred Stock (as defined below) is incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The information in Item 5.03 of this Report related to the issuance of the Series B Preferred Stock is incorporated by reference herein.

The preferred offering described herein were undertaken in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 related to the Series B Certificate of Designation (as defined below) and Exhibit 3.1 is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on August 6, 2025, Nauticus Robotics, Inc., a Delaware corporation (the “Company”) entered into the Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and a certain institutional investor (“Investor”), pursuant to which the Company agrees to issue and sell in a private offering to Investor shares of Series B Convertible Preferred Stock of the Company, $0.0001 par value (the “Series B Preferred Stock”), at a price per share of $980 (the “Preferred Offering”), in one or more closings, for an aggregate purchase price of $2,940,000 at the initial closing thereunder. The Preferred Offering also relates to the offering of the shares of the Company’s common stock (the “Common Stock”) issuable upon the conversion of or otherwise pursuant to the terms of the Series B Preferred Stock).

On August 7, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designations of Rights and Preferences of the Series B Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the “Series B Certificate of Designation”) and designated 50,000 shares of Series B Preferred Stock. On August 8, 2025, the Company and Investor closed on the initial closing transactions contemplated by the Purchase Agreement, and the Company issued 3,000 shares of Series B Preferred Stock to such investor.

Under the terms of the Series B Certificate of Designation, each share of Series B Preferred Stock has a stated value of $1,000 per share and, when issued, the Series B Preferred Stock will be fully paid and non-assessable. The holders of Series B Preferred Stock will be entitled to a 10% per annum dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock of the Company, when and if actually paid. The holders of the Series B Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Series B Certificate of Designation (or as otherwise required by applicable law).

The Series B Preferred Stock holders may convert all, or any part, of the outstanding Series B Preferred Stock, at any time at such holder’s option, into shares of the common stock at the fixed “Conversion Price” of $0.9181, which is subject to proportional and other adjustments as set forth in the Series B Certificate of Designation, or a holder may elect to convert the Series B Preferred Stock held by such holder at the “Alternate Conversion Price” (as defined in the Series B Certificate of Designation) at holder’s election or upon the occurrence and continuance of certain triggering events. The Company has the right to redeem in cash all, but not less than all, the shares of Series B Preferred Stock then outstanding at a 25% redemption premium to the greater of (i) the Conversion Amount (as defined in the Series B Certificate of Designation) (as defined in the Series B Certificate of Designation) being redeemed, and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Common Stock underlying the Series B Preferred Stock.

The foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Series B Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
3.1						Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc. . (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 7, 2025).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What did Nauticus Robotics (KITT) file in this 8-K/A?

The company filed an amendment (8-K/A) to correct Inline XBRL cover-page tagging errors and to add a reference to Exhibit 104.

How much capital was raised in the initial closing of the Series B offering?

The initial closing resulted in proceeds of $2,940,000 from issuance of 3,000 Series B Preferred shares.

What are the economic terms of the Series B Convertible Preferred shares?

Each Series B share has a stated value of $1,000, was sold at $980 at the initial closing, accrues a 10% per annum dividend on an as-if-converted basis, and converts at a fixed $0.9181 per share.

Do Series B Preferred holders have voting rights?

No. The Series B Preferred holders are explicitly stated to have no voting power and no right to call or participate in shareholder meetings, except as required by law.

Can Nauticus Robotics redeem the Series B Preferred shares?

Yes. The company has the right to redeem all, but not less than all, outstanding Series B shares at a 25% redemption premium to specified conversion-based measures.

What exhibits were filed with the 8-K/A?

The filing references Exhibit 3.1 (Certificate of Designations of the Series B) and Exhibit 104 (Cover Page Interactive Data File).