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Nauticus Robotics extends convertible loan to 2028

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

Rhea-AI Filing Summary

Nauticus Robotics, Inc. (KITT) reports entering into separate Fifth Amendments to its Senior Secured Term Loan Agreement with each lender, effective upon satisfaction of conditions on September 17, 2026, which extend the Maturity Date of the term loan to January 31, 2028.

The term loan is convertible, in whole or in part, into shares of Nauticus common stock at an initial Conversion Price of $6.00, subject to adjustment under the agreement. Earlier amendments temporarily reduced the conversion price to $1.76, $2.20 and $1.80 during specified periods in 2025 and 2026. A Collateral Agent Acknowledgment and Consent was also executed in connection with the Fifth Amendment, and the amendment and consent are filed as exhibits to this report.

Positive

  • None.

Negative

  • None.

Filing Explained

No shares are reported issued; dilution remains conditional on conversion under the amended loan.

The effective amendment leaves the term loan convertible into common stock, but this filing reports no conversion or share issuance; any resulting dilution therefore remains conditional rather than completed.

Against the extended maturity of January 31, 2028, cash and equivalents of $1,372,758 in 2026 second-quarter records equals 17.5 days of the last reported operating cash use; that backward-looking comparison does not establish funding through the maturity date.

Sources and calculations
  • Nauticus Robotics Form 8-K (2026-09-18)
  • Dilution definition (2026-07-17)
  • Nauticus Robotics second-quarter 2026 fundamentals (2026-06-30)
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,372,758 / ($7,119,560 / 91) = 17.5 days
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, or exhibit attachments filed with this report.
Initial Conversion Price $6.00 per share Conversion price for loans under the Senior Secured Term Loan Agreement
Temporary Conversion Price $1.76 per share Applied under an amendment for the period ending November 7, 2025
Temporary Conversion Price $2.20 per share Applied under a Second Amendment for the period ending May 21, 2026
Temporary Conversion Price $1.80 per share Applied under Third and Fourth Amendments for specified periods in 2026
Extended Maturity Date January 31, 2028 New Maturity Date of the Senior Secured Term Loan after the Fifth Amendment
Fifth Amendment Effectiveness Date September 17, 2026 Date conditions to effectiveness of the Fifth Amendment and consent were satisfied
Senior Secured Term Loan Agreement financial
"pursuant to the terms of the Senior Secured Term Loan Agreement"
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... at an initial Conversion Price 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.
Maturity Date financial
"Pursuant to the Fifth Amendment, the Maturity Date was extended"
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.
Collateral Agent financial
"ATW Special Situations Management LLC, as collateral agent"
A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.

FAQ

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

What did Nauticus Robotics (KITT) change in its term loan on September 17, 2026?
Nauticus Robotics entered into a Fifth Amendment with its lenders that extended the Maturity Date of its Senior Secured Term Loan to January 31, 2028. The amendment became effective after required conditions, including a collateral agent consent, were satisfied on September 17, 2026.

Is Nauticus Robotics’ term loan convertible into common stock and at what price?
Yes. The Senior Secured Term Loan is convertible into Nauticus common stock at an initial Conversion Price of $6.00 per share, subject to adjustment under the Term Loan Agreement and its amendments.

What temporary conversion price changes has Nauticus Robotics (KITT) agreed to in prior amendments?
Prior amendments temporarily reduced the conversion price to $1.76 until November 7, 2025, $2.20 until May 21, 2026, and $1.80 during periods ending June 15, 2026 and August 13, 2026, each under separate amendments with the lenders.

Who acts as collateral agent under Nauticus Robotics’ term loan?
The collateral agent under Nauticus Robotics’ Senior Secured Term Loan Agreement is ATW Special Situations Management LLC, which delivered a Collateral Agent Acknowledgment and Consent in connection with the Fifth Amendment.

Does the Fifth Amendment create or modify a direct financial obligation for Nauticus Robotics (KITT)?
Yes. The company reports the Fifth Amendment under the item for creation of a direct financial obligation, incorporating the description of the amended term loan and its extended maturity to January 31, 2028.

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

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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): September 15, 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

Fifth 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.

Between September 15 and September 17, 2026, the Company entered into separate Fifth Amendments to the Term Loan Agreement with each Lender, each dated as of September 14, 2026 (collectively, the “Fifth Amendment”). The conditions to effectiveness of the Fifth Amendment were satisfied on September 17, 2026, including the required execution and delivery of the Collateral Agent Acknowledgment and Consent (the “Consent”). Pursuant to the Fifth Amendment, the Maturity Date was extended to January 31, 2028.

The foregoing description of the Fifth Amendment and the Consent does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are 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
Form of Fifth Amendment to Term Loan Agreement, by and among Nauticus Robotics, Inc. and the lenders signatories thereto.
10.2
Form of Collateral Agent Acknowledgment And Consent.
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: September 18, 2026Nauticus Robotics, Inc.
By:/s/ Michael A. Ferrier
Name: Michael A. Ferrier
Title:General Counsel

Source: View Original Filing on SEC EDGAR

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