STOCK TITAN
  1. Home
  2. Sec-filings
  3. KITT
  4. [8-K] Nauticus Robotics, Inc. Reports Material Event

Nauticus Robotics (KITT) trims term loan share conversion price to $1.80

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

Rhea-AI Filing Summary

Nauticus Robotics, Inc. entered into a Fourth Amendment to its Senior Secured Term Loan Agreement with its existing lenders on August 12, 2026. Under this amendment, the conversion price of the outstanding term loans into Nauticus common stock was reduced to $1.80 per share for a limited period ending on August 13, 2026. The term loans were originally convertible at an initial conversion price of $6.00 per share, and have previously been temporarily reset through earlier amendments. The amendment is a material definitive agreement and is also described as creating a direct financial obligation.

Positive

  • None.

Negative

  • None.

Filing Explained

The disclosed conversion right creates potential dilution: if lenders convert the debt into common stock, additional shares would reduce existing holders’ percentage ownership; this filing does not report that conversion or issuance.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial conversion price $6.00 per share Original conversion price under the Senior Secured Term Loan Agreement
Amended conversion price $1.76 per share Conversion price for the period ending on November 7, 2025
Amended conversion price $2.20 per share Conversion price for the period ending on May 21, 2026
Amended conversion price $1.80 per share Conversion price for the period ending on June 15, 2026
Fourth Amendment conversion price $1.80 per share Conversion price for the period ending on August 13, 2026
Senior Secured Term Loan Agreement financial
"pursuant to the terms of the <b>Senior Secured Term Loan Agreement</b>, dated as of September 18, 2023"
A senior secured term loan agreement is a contract where a borrower receives a fixed-schedule loan that is backed by specific assets and ranked ahead of other debts for repayment. For investors, it matters because the loan’s seniority and collateral lower the lender’s risk and can limit a company’s financial flexibility through repayment rules and restrictions, which in turn affects the safety and potential return for equity and junior creditors—think of it like a mortgage on a house versus an unsecured personal loan.
Conversion Price financial
"Loans are convertible ... into shares of Common Stock ... at an initial <b>Conversion Price</b> of $6.00"
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.
Required Lenders financial
"may be amended with the written consent of the Company and the <b>Required Lenders</b>"
material definitive agreement regulatory
"Item 1.01 Entry into a <b>Material Definitive Agreement</b>"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
direct financial obligation financial
"Creation of a <b>Direct Financial Obligation</b> or an Obligation under an Off-Balance Sheet Arrangement"

FAQ

What did Nauticus Robotics (KITT) change in its loan agreement on August 12, 2026?
Nauticus Robotics signed a Fourth Amendment to its Senior Secured Term Loan Agreement, temporarily reducing the loan conversion price to $1.80 per share for conversions into common stock through August 13, 2026.

What is the new conversion price under Nauticus Robotics’ (KITT) term loan after the latest amendment?
The Fourth Amendment set the conversion price at $1.80 per share for term loans converted into Nauticus common stock, effective for a limited period ending on August 13, 2026, replacing the original $6.00 conversion price during that window.

How has Nauticus Robotics (KITT) adjusted its term loan conversion price over time?
The term loan’s initial $6.00 conversion price was temporarily changed to $1.76 until November 7, 2025, then $2.20 until May 21, 2026, then $1.80 until June 15, 2026, and again to $1.80 through August 13, 2026.

Who are the parties to Nauticus Robotics’ (KITT) term loan and its Fourth Amendment?
The borrower is Nauticus Robotics, Inc., with various lenders as parties and ATW Special Situations Management LLC serving as collateral agent. The same lender group entered into the Fourth Amendment dated August 12, 2026.

What SEC disclosure items are triggered by Nauticus Robotics’ (KITT) Fourth Amendment?
The company reported the Fourth Amendment as an entry into a material definitive agreement and also as the creation of a direct financial obligation, cross-referencing the term loan description in its current report.

How long does the $1.80 conversion price last for Nauticus Robotics’ (KITT) term loan?
The $1.80 per share conversion price established by the Fourth Amendment applies only for a short window, from August 12, 2026 through August 13, 2026, after which the prior contractual terms resume unless further amended.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
FALSE000184982000018498202026-08-122026-08-120001849820us-gaap:CommonStockMember2026-08-122026-08-120001849820us-gaap:WarrantMember2026-08-122026-08-12

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 12, 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 1.01 Entry into a Material Definitive Agreement

Third 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 with each Lender, pursuant to which the conversion price was reduced to $2.20 for the period ending on May 21, 2026. On June 1, 2026, the Company entered into a Third Amendment to the Term Loan Agreement with each Lender, pursuant to which the conversion price was reduced to $1.80 for the period ending on June 15, 2026.

On August 12, 2026, the Company entered into a Fourth Amendment to the Term Loan Agreement (the “Fourth Amendment”) with each Lender, pursuant to which the conversion price was reduced to $1.80 for the period ending on August 13, 2026.

The foregoing description of the Third 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 10.1 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.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitDescription
10.1
Fourth Amendment,dated August 12, 2026, by and among Nauticus Robotics, Inc. and the lenders signatories thereto.
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: August 13, 2026Nauticus Robotics, Inc.
By:/s/ Michael A. Ferrier
Name: Michael A. Ferrier
Title:General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents