Nauticus Robotics (NASDAQ: KITT) converts $4.0M debt into Series C preferred equity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nauticus Robotics, Inc. entered into an exchange agreement with an institutional lender to convert approximately $4.0 million of secured convertible term loan indebtedness, including accrued interest, into 4,800 shares of its Series C Convertible Preferred Stock. The stated value of these preferred shares is approximately $4.8 million.
The exchange eliminates about $4.0 million of debt from Nauticus’ balance sheet and increases stockholders’ equity, and is expected to support ongoing efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements. The lender also gained the right, under specified conditions, to require additional exchanges of remaining indebtedness into Series C Preferred Stock.
Positive
- Debt reduction and equity increase: The company converted approximately $4.0 million of senior secured term loan indebtedness into 4,800 shares of Series C Convertible Preferred Stock with a stated value of about $4.8 million, eliminating that debt and increasing stockholders’ equity, which it expects will support compliance with Nasdaq’s equity requirements.
Negative
- None.
Insights
Nauticus converted $4.0M of debt into preferred equity, boosting reported equity.
Nauticus Robotics exchanged approximately $4.0 million of senior secured convertible term loan indebtedness, including accrued interest, into 4,800 shares of Series C Convertible Preferred Stock with an aggregate stated value of about $4.8 million. This transaction is a non-cash balance sheet restructuring.
The company states that the exchange removes roughly $4.0 million of debt and increases stockholders’ equity, which it expects will support efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements. The participating holder also obtained a contractual right to require one or more additional exchanges of remaining indebtedness into Series C Preferred Stock during the term of the agreement.
The move reduces secured debt obligations and shifts part of the capital stack into preferred equity, which can improve leverage metrics while introducing a senior equity layer. Future filings describing any additional exchanges and the detailed terms of the Series C Preferred Stock will further clarify the longer-term impact on common shareholders.
8-K Event Classification
5 items: 1.01, 3.02, 7.01, 8.01, 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Debt converted: $4.0 million
Series C Preferred shares issued: 4,800 shares
Aggregate stated value of Series C: $4.8 million
+3 more
6 metrics
Debt converted
$4.0 million
Outstanding indebtedness and accrued interest exchanged into preferred equity
Series C Preferred shares issued
4,800 shares
Issued to institutional holder in exchange for indebtedness
Aggregate stated value of Series C
$4.8 million
Stated value of 4,800 Series C Convertible Preferred shares
Securities Act exemption
Section 3(a)(9)
Used for unregistered exchange of indebtedness into equity
Term Loan Agreement date
September 18, 2023
Original Senior Secured Term Loan Agreement referenced in exchange
Exchange agreement date
June 26, 2026
Date Nauticus and the institutional holder entered the Exchange Agreement
Key Terms
Exchange Agreement, Senior Secured Term Loan Agreement, Series C Convertible Preferred Stock, Section 3(a)(9) of the Securities Act, +2 more
6 terms
Exchange Agreement financial
"Nauticus entered into an Exchange Agreement with a certain institutional investor relating to the Senior Secured Term Loan Agreement."
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Senior Secured Term Loan Agreement financial
"The Exchange Agreement relates to the Senior Secured Term Loan Agreement, dated 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.
Series C Convertible Preferred Stock financial
"The lender converted approximately $4.0 million of outstanding indebtedness into 4,800 shares of the Company's Series C Convertible Preferred Stock."
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
Section 3(a)(9) of the Securities Act regulatory
"The exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act."
Nasdaq's stockholders’ equity requirements regulatory
"The transaction eliminates approximately $4.0 million of debt, increases stockholders’ equity, and is expected to support compliance with Nasdaq's stockholders’ equity requirements."
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 26, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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.
On June 26, 2026, Nauticus Robotics, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with a certain institutional investor (the “Holder”).
The Exchange Agreement relates to the Senior Secured Term Loan Agreement, dated September 18, 2023, as amended (the “Term Loan Agreement”), by and among the Company and certain institutional investors. Pursuant to the Exchange Agreement, the Holder may exchange in one or more exchanges, portions of certain secured convertible term loans of the Company (the “Existing Convertible Securities”) into Series C Preferred Stock, and the Holder agreed to exchange approximately $4.0 million of outstanding Existing Convertible Securities (including accrued interest and other amounts outstanding under the Term Loan Agreement) into 4,800 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”), having an aggregate stated value of approximately $4.8 million as set forth and subject to the terms and conditions in the Exchange Agreements.
The exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Under the Exchange Agreement, the Holder also has the right, subject to the terms and conditions set forth therein, to require the Company to complete one or more additional exchanges of remaining indebtedness outstanding under the Term Loan Agreement for additional shares of Series C Preferred Stock during the term of the Exchange Agreement.
On June 26, 2026, the Company and the institutional investor closed the exchange. The Company issued 4,800 shares of Series C Preferred Stock to such investor.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report is incorporated herein by reference. The issuance and issuance of the 4,800 shares of Series C Preferred Stock were undertaken in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchange.
The securities issued in the exchange have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold absent registration or an applicable exemption from the registration requirements thereof. 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 7.01. Regulation FD Disclosure
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On June 30, 2026, the Company issued a press release announcing, among other things, the entry into the transaction described herein. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 10.1*+ | Form of Exchange Agreement, dated as of June 26, 2026 by and between Nauticus Robotics, Inc. and the investor party named therein. | |||||||
| 99.1 | Press Release dated June 30, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
+ Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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 30, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Michael A. Ferrier | ||||||||||
| Name: | Michael A. Ferrier | ||||||||||
| Title: | General Counsel | ||||||||||
Nauticus Robotics, Inc. Announces Exchange Agreement to Reduce a Large Portion of its Debt and Increase Stockholders’ Equity Houston, TX, June 30, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”), a leading innovator in autonomous subsea robotics and software solutions, today announced an exchange agreement to convert outstanding indebtedness into equity. As part of its ongoing efforts to strengthen its balance sheet and improve its capital structure, Nauticus entered into an exchange agreement with an existing lender, pursuant to which the lender converted approximately $4.0 million of outstanding indebtedness and accrued interest under the Company's Senior Secured Term Loan Agreement, dated September 18, 2023 into 4,800 shares of the Company's Series C Convertible Preferred Stock. The number of shares of the Company’s Series C Convertible Preferred Stock issued in the exchange reflects the exchange terms negotiated by the parties. The transaction eliminates approximately $4.0 million of debt from the Company's balance sheet, increases stockholders' equity, and is expected to support the Company's continued efforts to maintain compliance with Nasdaq's stockholders' equity requirements. About Nauticus Robotics Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company’s business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus’ approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/ Cautionary Language Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus’ products; estimated operating results and use of cash; and Nauticus’ use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities
and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including Nauticus’ most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
FAQ
What did Nauticus Robotics (KITT) announce in this 8-K filing?
Nauticus Robotics announced an exchange agreement converting approximately $4.0 million of outstanding indebtedness and accrued interest into 4,800 shares of Series C Convertible Preferred Stock. The company states this transaction removes debt, increases stockholders’ equity, and supports efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements.
How much Nauticus Robotics (KITT) debt was converted and into what security?
The company converted approximately $4.0 million of secured convertible term loan indebtedness, including accrued interest and other amounts, into 4,800 shares of Series C Convertible Preferred Stock. These preferred shares have an aggregate stated value of about $4.8 million under the negotiated exchange terms.
Why is the Nauticus Robotics (KITT) debt-for-equity exchange important?
The exchange eliminates around $4.0 million of debt and increases stockholders’ equity. Nauticus explains that the resulting equity increase is expected to support its ongoing efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements, which can be important for continued listing on The Nasdaq Stock Market.
What ongoing rights did the lender receive in the Nauticus Robotics exchange?
Under the exchange agreement, the institutional holder obtained the right, subject to stated terms and conditions, to require Nauticus to complete one or more additional exchanges. Those additional exchanges would convert remaining indebtedness outstanding under the Senior Secured Term Loan Agreement into more shares of Series C Preferred Stock.
How were securities issued in the Nauticus Robotics exchange treated under U.S. securities laws?
The issuance of the 4,800 shares of Series C Convertible Preferred Stock was completed in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid for soliciting the exchange, and the securities cannot be sold without registration or an applicable exemption.
Does the Nauticus Robotics announcement guarantee future exchanges or Nasdaq compliance?
The filing describes the completed exchange and the holder’s right to request additional exchanges but does not guarantee that further exchanges will occur. It also states the transaction is expected to support Nasdaq stockholders’ equity requirements, without assuring future compliance, and includes standard forward-looking statement cautions about risks and uncertainties.