Nauticus Robotics swaps $2M debenture for preferred

Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity.

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Form Type

8-K

Rhea-AI Filing Summary

Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity. On March 27, 2026, an institutional investor exchanged the full principal of a $2,000,000 original issue discount senior secured convertible debenture issued on February 9, 2026 into 2,023 shares of Series C preferred convertible stock. The transaction was completed under previously disclosed Exchange Agreements and relied on the Section 3(a)(9) exemption from registration under the Securities Act, meaning no new cash was raised and the securities involved cannot be publicly offered or sold in the U.S. without registration or another exemption.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

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What transaction did Nauticus Robotics (KITT) report in this 8-K?

Nauticus Robotics reported an unregistered exchange of debt for equity. An investor swapped a $2,000,000 senior secured convertible debenture into 2,023 shares of Series C preferred convertible stock under existing Exchange Agreements.

How much debt did Nauticus Robotics (KITT) convert in the exchange?

The company converted the full principal of a $2,000,000 debenture. This original issue discount senior secured convertible debenture, issued February 9, 2026, was exchanged entirely into Series C preferred convertible stock on March 27, 2026.

How many shares of Series C preferred stock were issued by Nauticus Robotics?

Nauticus Robotics issued 2,023 shares of Series C preferred convertible stock. These shares were delivered to an institutional investor in exchange for the full $2,000,000 principal of an existing senior secured convertible debenture.

Was the Nauticus Robotics (KITT) exchange registered with the SEC?

No, the exchange was not registered with the SEC. The company relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act for exchanging the debenture into Series C preferred stock.

Does Nauticus Robotics receive new cash from this $2,000,000 exchange?

The exchange did not bring in new cash to Nauticus Robotics. Instead, an outstanding $2,000,000 senior secured convertible debenture was converted into 2,023 shares of Series C preferred convertible stock, changing the capital structure rather than raising fresh funds.

Can the exchanged Nauticus Robotics securities be freely sold in the U.S.?

The exchanged securities cannot be freely sold in the U.S. They may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements, as explicitly stated.

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Accepted by SEC EDGAR 03/30/2026 - 08:50 AM EDT

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): March 27, 2026

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. ☐

Item 3.02 Unregistered Sale of Equity Securities.

As previously disclosed by the Company in its filings with the SEC, on December 3, 2025, the Company entered into those certain Amendment and Exchange Agreements (collectively, the “Exchange Agreements”), by and among the Company and certain institutional investors (each, an “Investor”), pursuant to which each Investor may exchange (each, an "Exchange"), in one or more exchanges, certain original issue discount senior secured convertible debentures due 2026 of the Company (each, an “Existing Debenture”, and collectively, the “Existing Debentures”) into shares of the Company’s Series C preferred convertible stock (the “Series C Preferred Stock”). On February 9, 2026, the Company issued an Existing Debenture in the aggregate principal amount of $2,000,000 (the “Existing February Debenture”) to an Investor. On March 27, 2026, such Investor and the Company consummated an Exchange pursuant to the Exchange Agreement by and between the Company and such Investor, whereby the Investor exchanged all of the principal amount of the Existing February Debenture into 2,023 shares of Series C Preferred Stock, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Upon consummation of the Exchange, the Company issued 2,023 shares of Series C Preferred Stock to such Investor.

The exchanges described herein were undertaken in reliance upon the exemptions from registration afforded by Section 3(a)(9) of the Securities Act. 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.

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: March 30, 2026	Nauticus Robotics, Inc.

	By:	/s/ Jimena Begaries
		Name:	Jimena Begaries
		Title:	Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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