Nauticus Robotics issues $1.5M convertible debenture
Rhea-AI Filing Summary
Nauticus Robotics, Inc. created a new direct financial obligation by issuing an Original Issue Discount Senior Secured Convertible Debenture due 2026, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor on July 20, 2026.
The Additional Note is convertible into 197,369 shares of common stock at a conversion price of $7.60 per share and is scheduled to mature on September 9, 2026, subject to earlier repayment as provided in the note. It was issued under a November 4, 2024 securities purchase agreement on the same terms as existing notes and was offered without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 of Regulation D.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 2.03, 3.02
2 items
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.
Key Figures
Principal amount: $1,500,000.00
Convertible shares: 197,369 shares
Conversion price: $7.60 per share
+1 more
4 metrics
Principal amount
$1,500,000.00
Aggregate principal of Additional Note issued July 20, 2026
Convertible shares
197,369 shares
Maximum common shares issuable upon conversion of Additional Note
Conversion price
$7.60 per share
Fixed conversion price for Additional Note
Maturity date
September 9, 2026
Scheduled maturity of Additional Note, subject to earlier repayment
Key Terms
Original Issue Discount, Senior Secured Convertible Debenture, Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D
4 terms
Original Issue Discount financial
"the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Senior Secured Convertible Debenture financial
"issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026"
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506 of Regulation D regulatory
"and Rule 506 of Regulation D promulgated thereunder"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
FAQ
What new debt did Nauticus Robotics (KITT) incur on July 20, 2026?
Nauticus Robotics issued an Original Issue Discount Senior Secured Convertible Debenture, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor, creating a new direct financial obligation for the company.
What are the conversion terms of Nauticus Robotics (KITT) Additional Note?
The Additional Note is convertible into 197,369 shares of Nauticus Robotics common stock at a fixed conversion price of $7.60 per share, giving the institutional investor the right to convert the debt into equity on those terms.
When does Nauticus Robotics (KITT) Additional Note mature?
The Additional Note is scheduled to mature on September 9, 2026, or on an earlier date if repayment is required or permitted under its terms, aligning its maturity with other notes issued under the same securities purchase agreement.
Was the Nauticus Robotics (KITT) Additional Note issuance registered with the SEC?
No, the issuance of the Additional Note was not registered under the Securities Act. Nauticus Robotics relied on the private offering exemptions in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, as well as applicable state securities law exemptions.
Under what agreement was Nauticus Robotics (KITT) Additional Note issued?
The Additional Note was issued under a securities purchase agreement dated November 4, 2024 with certain investors, including the institutional investor. It has the same terms as other notes issued under that agreement, as previously described in company disclosures.
Who purchased Nauticus Robotics (KITT) $1.5 million Additional Note?
The Additional Note with a principal amount of $1,500,000.00 was issued to an institutional investor. That investor also participated in the earlier November 4, 2024 securities purchase agreement under which this new note was authorized.
AI-generated analysis. How Rhea-AI works. Not financial advice.
