Nauticus Robotics exchanges debt into 3,814 Series C preferred shares

Rhea-AI Filing Summary

Nauticus Robotics, Inc. disclosed that it has entered into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. The exchange transactions rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 3, 2025, the company filed a certificate of designations establishing the rights and preferences of the Series C Convertible Preferred Stock and closed an exchange with three institutional investors, issuing 3,814 Series C preferred shares to them.

Insights

Capital structure analyst

Nauticus is swapping portions of secured convertible debt into new Series C preferred shares.

Nauticus Robotics has agreed with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. This restructures part of its obligations from debt-like instruments into a new preferred equity class, under Amendment and Exchange Agreements relying on Section 3(a)(9) of the Securities Act.

The company filed a certificate of designations for the Series C Convertible Preferred Stock in Delaware, which defines the rights and preferences of this new class. The filing also notes a material modification to the rights of security holders tied to this Series C certificate of designations, indicating that the new preferred shares sit alongside existing common stock and warrants with distinct terms.

On December 3, 2025, the company and three institutional investors closed an exchange and Nauticus issued 3,814 Series C preferred shares to them. Future company disclosures may provide more detail on how these exchanges affect remaining term loans, debentures, and overall capital structure.

8-K Event Classification

5 items: 1.01, 3.02, 3.03, 5.03, 9.01

5 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 3.02 Unregistered Sales of Equity Securities Securities

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

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What capital markets action did Nauticus Robotics (KITT) report?

Nauticus Robotics reported entering into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into Series C Convertible Preferred Stock.

How many shares of Series C Convertible Preferred Stock did Nauticus Robotics issue?

Nauticus Robotics issued 3,814 shares of Series C Convertible Preferred Stock to three institutional investors in connection with the exchange that closed on December 3, 2025.

Was the Nauticus Robotics Series C preferred stock exchange registered with the SEC?

No. The exchange of existing secured convertible term loans and original issue discount senior secured convertible debentures into Series C Convertible Preferred Stock was undertaken in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

What legal step did Nauticus Robotics take to create the Series C Convertible Preferred Stock?

On December 3, 2025, Nauticus Robotics filed a certificate of designations with the Secretary of State of Delaware, establishing the rights and preferences of the Series C Convertible Preferred Stock.

Does the Nauticus Robotics 8-K indicate a change to security holder rights?

Yes. The company reports a material modification to rights of security holders tied to the Series C certificate of designations for the Series C Convertible Preferred Stock, as referenced in Item 3.03 and Exhibit 3.1.

Which Nauticus Robotics securities are listed on Nasdaq?

Nauticus Robotics lists its Common Stock under the trading symbol KITT and its warrants under the symbol KITTW on The Nasdaq Stock Market LLC.

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Accepted by SEC EDGAR 12/09/2025 - 04:05 PM Learn about SEC filing dates

FALSE0001849820December 3100018498202025-12-032025-12-030001849820us-gaap:CommonStockMember2025-12-032025-12-030001849820us-gaap:WarrantMember2025-12-032025-12-03

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): December 3, 2025

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 1.01 Entry into a Material Definitive Agreement.

The information in Item 5.03 of this Current Report on Form 8-K (this “Report”) related to the issuance of the Series C Preferred Stock (as defined below) is incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The information in Item 5.03 of this Report related to the issuance of the Series C Preferred Stock is incorporated by reference herein.

The exchanges described herein were undertaken in reliance upon the exemptions from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended (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.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 related to the Series C Certificate of Designation (as defined below) and Exhibit 3.1 is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed by the Company in its filings with the SEC, on December 3, 2025, the Company entered into the Amendment and Exchange Agreements (the “Exchange Agreements”), by and among the Company and certain institutional investors, pursuant to which such investors may exchange (collectively, the "Exchanges"), in one or more exchanges, portions of certain secured convertible term loans of the Company (the “Existing Convertible Securities”) and certain original issue discount senior secured convertible debentures due 2026 of the Company (the “Existing Debentures”, and together with the Existing Convertible Securities, the “Existing Securities”), into 3,814 shares of Series C preferred convertible stock (the “Series C Preferred Stock”), as set forth and subject to the terms and conditions in the Exchange Agreements, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). On December 3, 2025, the Company filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware, and the Company and three (3) institutional investors closed the Exchange. The Company issued 3,814 shares of Series C Preferred Stock to such investors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
3.1						Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of 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: December 9, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel