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Nauticus Robotics issues $1.02M convertible note

Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor. The debenture is convertible into 1,717,281 shares of common stock at a conversion price of $0.5942 per share.

The debenture was issued under a previously disclosed securities purchase agreement dated November 4, 2024 and has the same terms as earlier notes, maturing on September 9, 2026 or earlier as permitted. The issuance was an unregistered private offering relying on Section 4(a)(2) and Rule 506 of Regulation D.

Positive

  • None.

Negative

  • None.

Insights

Nauticus adds a small secured convertible note, creating limited debt and potential equity dilution.

Nauticus Robotics has incurred a new direct financial obligation via a senior secured convertible debenture with principal of $1,020,408. The instrument is convertible into 1,717,281 common shares at $0.5942, so it sits between debt and equity in the capital structure.

The note shares terms with existing debentures under the November 4, 2024 securities purchase agreement and matures on September 9, 2026. Its secured and senior status places it ahead of common equity in any recovery, which can modestly increase financial leverage.

Because this was an unregistered private issuance under Section 4(a)(2) and Rule 506 of Regulation D, it brings in institutional capital without a public offering process. The actual impact on leverage and dilution will depend on whether and when the investor elects to convert before maturity.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Nauticus Robotics (KITT) disclose in its March 2026 filing?
Nauticus Robotics disclosed issuing a new senior secured convertible debenture. The debenture has an aggregate principal of $1,020,408, is convertible into 1,717,281 common shares at $0.5942 per share, and was issued to an institutional investor under a previously signed securities purchase agreement.

What are the key terms of Nauticus Robotics’ new convertible debenture?
The debenture is a senior secured convertible note due 2026 for $1,020,408. It can convert into 1,717,281 shares of common stock at a fixed price of $0.5942 per share and carries the same terms as prior notes under the November 4, 2024 securities purchase agreement.

When does Nauticus Robotics’ 2026 convertible debenture mature?
The convertible debenture matures on September 9, 2026. It may be required or permitted to be repaid earlier under its terms, but absent such events, that is the stated maturity date for the $1,020,408 senior secured convertible obligation.

How many Nauticus Robotics shares are issuable under the new debenture?
The debenture is initially convertible into 1,717,281 common shares. This share amount is calculated using a fixed conversion price of $0.5942 per share, giving the institutional investor the option to exchange the $1,020,408 principal into equity before or at maturity.

Was Nauticus Robotics’ new debenture issuance registered with the SEC?
No, the debenture issuance was not registered with the SEC. Nauticus relied on the private offering exemption under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, as well as applicable state securities law exemptions, to complete the transaction.

Which exhibit relates to Nauticus Robotics’ 2026 convertible debenture?
The form of the 2026 convertible debenture is referenced as Exhibit 10.1. That exhibit incorporates by reference the Original Issue Discount Senior Secured Convertible Debenture Due 2026, previously filed as Exhibit 10.3 in a Nauticus Robotics submission dated November 5, 2024.

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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 10, 2026
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4061187-1699753
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockKITTThe Nasdaq Stock Market LLC
WarrantsKITTWThe 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 10, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $1,020,408.00 (the “Additional Note”), to an institutional investor ("Investor"), which is convertible into 1,717,281 shares of common stock of the Company calculated at a conversion price of $0.5942. 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 Securities Exchange Commission 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.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 2.03 of this Current Report is incorporated herein by reference. The issuance of the Additional Note was not registered under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or under any state securities laws.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
ExhibitDescription
10.1
Form of Original Issue Discount Senior Secured Convertible Debenture Due 2026 (incorporated by reference from Exhibit 10.3 of the Form 8-K of Nauticus Robotics, Inc., filed on November 5, 2024).
104Cover 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: March 11, 2026Nauticus Robotics, Inc.
By:/s/ John Symington
Name: John Symington
Title:General Counsel

Source: View Original Filing on SEC EDGAR

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