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Nauticus Robotics cuts loan conversion price to $1.80

Nauticus Robotics, Inc. updated the terms of its senior secured term loan by signing a Third Amendment with all lenders.

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

Rhea-AI Filing Summary

Nauticus Robotics, Inc. updated the terms of its senior secured term loan by signing a Third Amendment with all lenders. The Loans, originally convertible into common stock at a $6.00 conversion price, will now be convertible at $1.80 per share for the period ending June 15, 2026. This follows earlier temporary reductions to $1.76 and $2.20 under prior amendments, further increasing the number of shares that could be issued if lenders elect to convert during the new window.

Positive

  • None.

Negative

  • The temporary reduction of the loan conversion price from $6.00 to $1.80 per share for conversions through June 15, 2026 materially increases potential dilution if lenders elect to convert.

Insights

Lowering the loan conversion price increases potential equity issuance during the new window.

Nauticus Robotics has again adjusted its Senior Secured Term Loan Agreement, temporarily cutting the conversion price on the Loans from the original $6.00 to $1.80 per share through June 15, 2026. This change applies under a Third Amendment agreed with all lenders.

A lower conversion price means each dollar of loan principal can convert into more shares, raising potential dilution for existing shareholders if lenders choose equity instead of cash repayment. The amendments indicate an ongoing willingness by both the company and lenders to re-open conversion terms over time.

Actual impact will depend on how much of the outstanding loan is converted during this latest June 1–15, 2026 window versus remaining as debt. Future company reports may clarify resulting changes in debt balances and total shares issued from conversions.

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.
Original conversion price $6.00 per share Initial Senior Secured Term Loan Agreement conversion price
First temporary conversion price $1.76 per share Effective until November 7, 2025 under prior amendment
Second temporary conversion price $2.20 per share Effective until May 21, 2026 under Second Amendment
Third temporary conversion price $1.80 per share Effective through June 15, 2026 under Third Amendment
Senior Secured Term Loan Agreement financial
"pursuant to the terms of the Senior Secured Term Loan Agreement, 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, in whole or in part, into shares... 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.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement"
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.
Emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Collateral Agent financial
"ATW Special Situations Management LLC, as collateral agent (in such capacity, the “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

What did Nauticus Robotics (KITT) change in its term loan on June 1, 2026?
Nauticus Robotics entered a Third Amendment to its Senior Secured Term Loan, temporarily reducing the Loans’ stock conversion price to $1.80 per share for conversions through June 15, 2026, further adjusting terms originally set at $6.00.

How does the new $1.80 conversion price compare to Nauticus Robotics’ original loan terms?
Under the original Senior Secured Term Loan, Loans were convertible at $6.00 per share. The Third Amendment sets a temporary $1.80 conversion price through June 15, 2026, meaning more shares could be issued for the same loan principal if lenders convert.

What prior conversion price changes has Nauticus Robotics (KITT) made to this term loan?
Nauticus Robotics previously reduced the conversion price to $1.76 per share for a period ending November 7, 2025 and to $2.20 for a period ending May 21, 2026, before the latest $1.80 adjustment.

Over what period is Nauticus Robotics’ new $1.80 conversion price effective?
The Third Amendment specifies that the $1.80 per share conversion price applies only for the period ending June 15, 2026. After this date, conversion pricing would revert according to the Term Loan Agreement’s adjustment provisions.

Why is a lower conversion price in Nauticus Robotics’ term loan significant for shareholders?
A lower conversion price, like the temporary $1.80 level, means each dollar of loan can convert into more shares. If lenders choose to convert during this window, existing shareholders could face increased dilution relative to the original $6.00 conversion price.

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): June 1, 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 (the “Third Amendment”) with each Lender, pursuant to which the conversion price was reduced to $1.80 for the period ending on June 15, 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
Third Amendment, dated June 1, 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: June 1, 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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