Nauticus Robotics extends $3.985M debt to 2027

A holder of Nauticus Robotics’ secured convertible debentures extended $3.985 million of principal by one year to September 9, 2027 on existing terms and without fees.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Outstanding principal of debentures: $3,985,000 Original maturity date: September 9, 2026 Extended maturity date: September 9, 2027 +1 more

4 metrics

Outstanding principal of debentures $3,985,000 Aggregate outstanding principal amount of covered debentures as of the holder’s notice

Original maturity date September 9, 2026 Initial maturity date of the affected debentures before the extension

Extended maturity date September 9, 2027 New maturity date after the holder exercised its extension right

Exhibit 10.1 1 form of Holder Notice Form of Holder Notice and Confirmation of Extension of Maturity Date filed as an exhibit

Key Terms

Original Issue Discount Senior Secured Convertible Debentures, maturity date, liquidated damages, novation, +1 more

5 terms

Original Issue Discount Senior Secured Convertible Debentures financial

"with respect to certain outstanding Original Issue Discount Senior Secured Convertible Debentures"

maturity date financial

"its right to extend the maturity date of each such Debenture by one year"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

liquidated damages financial

"and the related accrued or subsequently accruing interest, liquidated damages and other amounts"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

novation regulatory

"the Notice does not provide for a novation, repayment or reissuance of the Debentures"

securities purchase agreement financial

"Debentures 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt did Nauticus Robotics (KITT) announce changes to in this 8-K?

Nauticus Robotics disclosed that an institutional holder extended the maturity of certain Original Issue Discount Senior Secured Convertible Debentures issued under a November 4, 2024 securities purchase agreement, with the affected debentures having an aggregate outstanding principal of $3,985,000 as of the notice date.

How much principal of Nauticus Robotics’ (KITT) debentures is subject to the extension?

The extension applies to debentures with an aggregate outstanding principal amount of $3,985,000. It also applies to all related accrued or subsequently accruing interest, liquidated damages and other amounts owing under those debentures.

What is the new maturity date of the extended Nauticus Robotics (KITT) debentures?

The maturity date of the affected debentures was extended by one year, from September 9, 2026 to September 9, 2027. The debentures remain convertible and enforceable through the extended maturity date, unless earlier converted, redeemed, accelerated or otherwise paid under their terms.

Did Nauticus Robotics (KITT) pay any fees for the debenture maturity extension?

No. The company states that no amendment fee, consent fee or other additional consideration is payable for the extension. The holder’s notice exercised an existing contractual right and did not otherwise amend, waive or modify the debentures or related documents.

Do the terms or security for Nauticus Robotics’ (KITT) debentures change with this extension?

The company reports that the extension only changes the maturity date. Existing guaranties, liens, security interests and priority arrangements remain in effect, and the notice does not create a novation, repayment or reissuance of the debentures or modify other transaction documents.

Who delivered the maturity extension notice to Nauticus Robotics (KITT)?

The maturity extension notice, titled Holder Notice and Confirmation of Extension of Maturity Date, was delivered by ATW Special Situations II, LLC, identified as the holder of the debentures or having authority to exercise the extension right.

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Available on EDGAR 09/11/2026 - 06:01 AM Accepted by SEC EDGAR 09/10/2026 - 05:42 PM Learn about SEC filing dates

FALSE000184982000018498202026-09-092026-09-090001849820us-gaap:CommonStockMember2026-09-092026-09-090001849820us-gaap:WarrantMember2026-09-092026-09-09

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): September 9, 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 8.01. Other Events.

On September 9, 2026, Nauticus Robotics, Inc. (the “Company”) received a Holder Notice and Confirmation of Extension of Maturity Date (the “Notice”) from an institutional investor (the “Holder”) with respect to certain outstanding Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) issued pursuant to the securities purchase agreement dated as of November 4, 2024 as previously described in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on November 5, 2024 (the “November 5 Form 8-K”). The Debentures covered by the Notice are registered in the Holder’s name or are Debentures for which the Holder has authority to exercise the maturity date extension right as described in the November 5 Form 8-K. As of the date of the Notice, the Debentures had an aggregate outstanding principal amount of $3,985,000.

In accordance with the terms of each Debenture, the Holder duly exercised its right to extend the maturity date of each such Debenture by one year, from September 9, 2026 to September 9, 2027 (the “Extensions”). The Extensions became effective upon delivery of the Notice by the Holder to the Company in accordance with Section 9(a) of each Debenture. The Company’s acknowledgment confirms receipt and recordation of the Extensions and is not a condition to the Extensions’ effectiveness.

The Extensions apply to the entire outstanding principal amount of each Debenture and the related accrued or subsequently accruing interest, liquidated damages and other amounts owing under the Debentures. Interest and other amounts continue to accrue in accordance with the existing terms, and the Debentures remain convertible and enforceable through the extended maturity date, unless earlier converted, redeemed, accelerated or otherwise paid in accordance with their terms.

No amendment fee, consent fee or other additional consideration is payable by the Company for the Extension. The Notice exercises an existing contractual right and does not otherwise amend, waive or modify the Debentures or the related transaction documents. The existing guaranties, liens, security interests and priority arrangements remain in effect, and the Notice does not provide for a novation, repayment or reissuance of the Debentures.

The foregoing description of the Notice does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

10.1

Form of Holder Notice and Confirmation of Extension of Maturity Date, dated September 9, 2026, delivered by ATW Special Situations II, LLC to Nauticus Robotics, Inc.

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: September 10, 2026			Nauticus Robotics, Inc.
			By:			/s/ Michael A. Ferrier
						Name:			Michael A. Ferrier
						Title:			General Counsel

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 5.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB