Nauticus Robotics (NASDAQ: KITT) cuts conversion price and hires new CRO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nauticus Robotics reports several capital and leadership updates. The company previously completed a $16 million acquisition of assets from SeaTrepid entities and has now signed Amendment No. 2 to that asset purchase agreement, revising certain payment terms. It also entered a Second Amendment to its Senior Secured Term Loan Agreement, temporarily reducing the loan conversion price to $2.20 per share for the period ending May 21, 2026, from an initial $6.00 and a prior temporary $1.76. Nauticus issued an additional Original Issue Discount Senior Secured Convertible Debenture with aggregate principal of $1,556,122, convertible into 204,753 common shares at a $7.60 conversion price, maturing on September 9, 2026. Separately, the company appointed Brian Allen as Chief Revenue Officer to lead commercial strategy across EMEA and global technology licensing.
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Insights
Nauticus adjusts convertible debt terms, adds a new note and strengthens commercial leadership.
Nauticus Robotics continues to refine its financing and governance structure. The temporary reduction of the term loan conversion price to $2.20 per share through May 21, 2026 alters the economics for lenders while preserving the convertible feature first set at $6.00.
The new Original Issue Discount Senior Secured Convertible Debenture with principal of $1,556,122, convertible at $7.60 into 204,753 shares and maturing on September 9, 2026, modestly increases secured obligations and potential future equity issuance. These changes are contractual and do not by themselves indicate business performance.
The appointment of Brian Allen as Chief Revenue Officer, with prior experience building a subsea robotics company to an $840 million sales pipeline and $90 million in sales and order book over twelve months, is aimed at supporting commercialization and EMEA expansion, though actual results will depend on execution and market conditions.
8-K Event Classification
4 items: 1.01, 2.03, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Acquisition value: $16 million
Initial term loan conversion price: $6.00 per share
Temporary reduced conversion price (2025): $1.76 per share
+5 more
8 metrics
Acquisition value
$16 million
Total value of SeaTrepid-related asset acquisition consummated March 20, 2025
Initial term loan conversion price
$6.00 per share
Original conversion price under Senior Secured Term Loan Agreement
Temporary reduced conversion price (2025)
$1.76 per share
Loan conversion price from October 25, 2025 through November 7, 2025
Temporary reduced conversion price (2026)
$2.20 per share
Loan conversion price from Second Amendment through May 21, 2026
Additional Note principal
$1,556,122
Aggregate principal amount of Original Issue Discount Senior Secured Convertible Debenture
Additional Note conversion price
$7.60 per share
Price used to calculate 204,753 shares issuable upon conversion
Shares on conversion of Additional Note
204,753 shares
Common stock issuable upon conversion of $1,556,122 debenture at $7.60
Debenture maturity date
September 9, 2026
Maturity of Additional Note unless repaid earlier under its terms
Key Terms
Senior Secured Term Loan Agreement, Conversion Price, Original Issue Discount Senior Secured Convertible Debenture, Securities Purchase Agreement, +1 more
5 terms
Senior Secured Term Loan Agreement financial
"pursuant to the terms of the Senior Secured Term Loan Agreement, dated as of September 18, 2023"
Conversion Price financial
"convertible... into shares of Common Stock... at an initial Conversion Price of $6.00 subject to adjustment"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Original Issue Discount Senior Secured Convertible Debenture financial
"the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026"
Securities Purchase Agreement financial
"The Additional Note was issued pursuant to the securities purchase agreement dated as of November 4, 2024"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 13, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
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): May 11, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement
Amendment No. 2 to the Asset Purchase Agreement
As previously disclosed, on March 5, 2025, Nauticus Robotics, Inc. a Delaware corporation (the “Company”), and SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC, a Louisiana limited liability company, Remote Inspection Technologies, L.L.C., a Louisiana limited liability company (each, a “Seller” and collectively, “Sellers”), and certain individual selling persons entered into an Asset Purchase Agreement in the form of Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2025 (the “Purchase Agreement”), to which reference is made for its terms. Pursuant to the Purchase Agreement, the Company agreed to acquire (the “Acquisition”) substantially all of the assets and certain specified liabilities of the Sellers related to applied robotic solutions and the robotic equipment development and operation. On March 20, 2025, the Company consummated the Acquisition pursuant to the terms of the Purchase Agreement for a total value of $16 million, and the Company entered into an Amendment No. 1 to the Asset Purchase Agreement (the “Amendment No. 1”) with the Sellers, pursuant to which the Company and the Sellers added an updated version of the disclosure schedules to the Purchase Agreement.
On May 11, 2026, the Company entered into an Amendment No. 2 to the Asset Purchase Agreement (the “Amendment No. 2”) with the Sellers, pursuant to which the Company and the Sellers amended certain payment terms of the Purchase Agreement.
The foregoing description of the Purchase Agreement, Amendment No. 1, and Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2025, the Amendment No. 1, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2025, and Amendment No. 2 which is filed as Exhibit 10.1 hereto, all of which are incorporated into this report by reference.
Second Amendment to the Term Loan Agreement
As previously disclosed by the Company in its filings with the SEC, pursuant to the terms of the Senior Secured Term Loan Agreement, dated as of September 18, 2023 (as amended, restated, amended and restated, restructured, supplemented, waived and/or otherwise modified from time to time, the “Term Loan Agreement”), by and among the Company, as borrower, the lenders from time to time party thereto (the “Lenders”) and ATW Special Situations Management LLC, as collateral agent (in such capacity, the “Collateral Agent”), the Lenders agreed to make Loans to the Company which Loans are convertible, in whole or in part, into shares of Common Stock of the Company at an initial Conversion Price of $6.00 subject to adjustment from time to time as provided in the Term Loan Agreement. Pursuant to Section 25(c) of the Term Loan Agreement, the Term Loan Agreement, including the Conversion Price, may be amended with the written consent of the Company and the Required Lenders, and any amendment reducing the Conversion Price shall only be effective with respect to the Loan made by any Lender with the written consent of such Lender. On October 25, 2025, the Company entered into an Amendment Agreement to the Term Loan Agreement with each Lender, pursuant to which the conversion price was reduced to $1.76 for the period ending on November 7, 2025.
On May 11, 2026, the Company entered into a Second Amendment to the Term Loan Agreement (the “Second Amendment”) with each Lender, pursuant to which the conversion price was reduced to $2.20 for the period ending on May 21, 2026.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.2 hereto and is incorporated into this report by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 12, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $1,556,122.00 (the “Additional Note”), to an institutional investor (“Investor”), which is convertible into 204,753 shares of common stock of the Company calculated at a conversion price of $7.60. The Additional Note was issued pursuant to the securities purchase agreement dated as of November 4, 2024 (the “Securities Purchase Agreement”) with certain investors including Investor, as previously described in the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024 (the “November 5 Form 8-K”). The Additional Note has the same terms as the Notes under the Securities Purchase Agreement as described in the November 5 Form 8-K and will mature on September 9, 2026 or such earlier date as is required or permitted to be repaid under such Additional Note.
The foregoing description of the transaction described in this Item 2.03 does not purport to be completed and is qualified in its entirety by reference to the complete text of the Additional Note, a copy of which was attached to the November 5 Form 8-K as Exhibit 10.3.
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 13, 2026, the Company issued a press release announcing, among other things, that it hired Brian Allen as Chief Revenue Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and in Exhibits 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act, as amended or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||||||||||||||||||||
| 10.1 | Amendment No. 2 to Asset Purchase Agreement, dated May 11, 2026, by and among Nauticus Robotics, Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C., and each of the signatories thereto. | |||||||||||||||||||||||||
| 10.2 | Second Amendment, dated May 11, 2026, by and among Nauticus Robotics, Inc. and the lenders signatories thereto. | |||||||||||||||||||||||||
| 99.1 | Press Release dated May 13, 2026. | |||||||||||||||||||||||||
| 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: May 13, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Michael A. Ferrier | ||||||||||
| Name: | Michael A. Ferrier | ||||||||||
| Title: | General Counsel | ||||||||||
Nauticus Robotics, Inc. Appoints Chief Revenue Officer as it Expands into New Regions Former CEO of Beam brings decade of subsea robotics and AI commercialization experience to accelerate Nauticus ToolKITT™ market adoption Houston, TX, May 13, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in autonomous subsea robotics and software solutions, today announced the appointment of Brian Allen as Chief Revenue Officer, effective May 13, 2026. Mr. Allen will lead the Company's commercial strategy across Europe, the Middle East, and Africa (EMEA) and global technology licensing. John Gibson, President and CEO of Nauticus, commented: " Brian is a proven revenue builder with a track record of scaling high-growth technology businesses in the subsea robotics sector. He brings a powerful combination of deep domain expertise and commercial execution. Over nearly a decade, he built one of Europe’s fastest-growing subsea technology companies, consistently delivering 60–100% annual revenue growth while advancing AI and autonomy platforms highly relevant to Nauticus ToolKITT™. His leadership will be instrumental as we accelerate commercialization and convert strong market demand into sustained revenue growth." Mr. Allen founded and served as CEO of Beam, a UK-based subsea robotics and AI company, from 2016 to 2025. Under his leadership, Beam scaled from a startup to approximately 230 employees across the UK, US, and Europe. The company built an $840 million sales pipeline, bringing in $90 million of sales and order book in its final twelve months. Beam’s technology and team were subsequently acquired by Rosenxt. Beam was widely recognized for its performance and innovation, ranking as the 32nd fastest- growing technology company in the UK in the 2023 Deloitte UK Technology Fast 50, earning a place in the Deloitte EMEA Fast 500, and being named a Sunday Times Top 100 tech company in 2025. Prior to founding Beam, Mr. Allen held operational robotics roles at DeepOcean, Fugro, Subsea 7 and Odyssey Marine Exploration, giving him over 15 years of direct field experience with subsea robotic systems in complex offshore environments. His career achievements include recognition as "UK Tech Entrepreneur of the Year," "Best Innovation Award" and the "Subsea Innovation and Technology" award. He holds a Certificate in Executive Leadership from Harvard University. Mr. Allen commented: "Nauticus has developed one of the most advanced autonomy platforms available today for hovering AUVs and existing ROVs. The Nauticus ToolKITT™ platform, combined with the Company’s vision-based manipulation and through-water acoustic command and control, creates a highly differentiated offering. I’m excited to work with John and the team to translate this technical leadership into accelerated revenue growth and expanded global adoption." In his role as Chief Revenue Officer, Mr. Allen will be responsible for driving technology licensing and services revenue, expanding the Company's EMEA commercial footprint, and building scalable marketing and sales infrastructure to support Nauticus’ next phase of growth. He will be based in the UK with regular travel to the Company's Houston headquarters.
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.
FAQ
What payment and loan term changes did Nauticus Robotics (KITT) announce in this 8-K?
Nauticus Robotics amended both an asset purchase agreement and its term loan. Amendment No. 2 updated payment terms on a prior $16 million acquisition, while a Second Amendment temporarily reduced the convertible loan’s conversion price to $2.20 per share through May 21, 2026, from an original $6.00.
What new convertible debenture did Nauticus Robotics (KITT) issue?
The company issued an Original Issue Discount Senior Secured Convertible Debenture. It has aggregate principal of $1,556,122, is convertible into 204,753 Nauticus common shares at a $7.60 conversion price, and matures on September 9, 2026, following the terms of a prior securities purchase agreement.
How does the Second Amendment affect Nauticus Robotics’ convertible term loan?
The Second Amendment temporarily lowers the loan’s conversion price. For the period ending May 21, 2026, lenders can convert loan amounts into common stock at $2.20 per share, compared with the original $6.00 conversion price and a prior temporary reduction to $1.76 in late 2025.
Who is the new Chief Revenue Officer at Nauticus Robotics (KITT)?
Nauticus appointed Brian Allen as Chief Revenue Officer effective May 13, 2026. He previously founded and led Beam, a subsea robotics and AI firm that grew to about 230 employees, built an $840 million sales pipeline, and generated $90 million in sales and order book in its final twelve months.
What will Brian Allen focus on in his role at Nauticus Robotics?
Brian Allen will lead commercial strategy across EMEA and global technology licensing. His responsibilities include driving technology licensing and services revenue, expanding Nauticus’ EMEA footprint, and building scalable marketing and sales infrastructure to support the company’s next growth phase from a UK base with regular travel to Houston.
What was the size and nature of Nauticus Robotics’ earlier acquisition from SeaTrepid entities?
Nauticus completed a $16 million asset acquisition from SeaTrepid entities. On March 20, 2025, it acquired substantially all assets and certain liabilities related to applied robotic solutions and robotic equipment development and operations, and has since entered Amendment No. 2 to adjust specific payment terms under that asset purchase agreement.