Nauticus Robotics insider details preferred stake
Nauticus Robotics, Inc. discloses that more-than-10% owner Brian Isaac Dror holds his stake indirectly through RCB Equities #1, LLC.
Rhea-AI Filing Summary
Nauticus Robotics, Inc. discloses that more-than-10% owner Brian Isaac Dror holds his stake indirectly through RCB Equities #1, LLC. He indirectly holds 782,829 shares of common stock and 4,800 shares of Series C Convertible Preferred Stock, which are convertible into 631,579 common shares at $7.60 per share, with conversion requiring stockholder approval under Nasdaq Listing Rule 5635. The Series C Preferred was acquired by exchanging $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement at a 20% premium, giving the preferred an aggregate stated value of $4,800,000.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
DROR BRIAN ISAAC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | SERIES C CONVERTIBLE PREFERRED STOCK F1, F2, F3 | -- | -- | -- |
| holding | COMMON STOCK, $0.0001 PAR VALUE | -- | -- | -- |
Holdings After Transaction:
SERIES C CONVERTIBLE PREFERRED STOCK — 631,579 contracts (Indirect, MANAGER OF RCB EQUITIES #1, LLC);
COMMON STOCK, $0.0001 PAR VALUE — 782,829 shares (Indirect, MANAGER OF RCB EQUITIES #1, LLC)
Footnotes (3)
- F1. Upon stockholder approval
- F2. None
- F3. Reporting person holds 4,800 shares of Series C Convertible Preferred Stock (stated value $1,000 per share; aggregate stated value $4,800,000) acquired on June 26, 2026 pursuant to an Exchange Agreement with Nauticus Robotics, Inc. The Series C Preferred Stock is convertible into shares of Common Stock at $7.60 per share (631,579 shares as-converted). Conversion requires stockholder approval pursuant to Nasdaq Listing Rule 5635. The Series C Preferred Stock was acquired as part of a conversion of $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement dated September 18, 2023, at a 20% premium.
Key Figures
Indirect common stock holdings: 782,829 shares
Series C Preferred shares: 4,800 shares
Series C aggregate stated value: $4,800,000
+4 more
7 metrics
Indirect common stock holdings
782,829 shares
Common stock held indirectly as manager of RCB Equities #1, LLC
Series C Preferred shares
4,800 shares
Series C Convertible Preferred Stock held indirectly
Series C aggregate stated value
$4,800,000
Aggregate stated value of 4,800 Series C Convertible Preferred Stock shares
Conversion price
$7.60 per share
Conversion price of Series C Preferred into common stock
Underlying common shares
631,579 shares
Common shares issuable upon conversion of Series C Preferred Stock
Debt exchanged for Series C
$4,000,000
Outstanding indebtedness converted into Series C Preferred Stock at a 20% premium
Exchange premium
20%
Premium applied in converting indebtedness into Series C Preferred Stock
Key Terms
Series C Convertible Preferred Stock, Nasdaq Listing Rule 5635, Senior Secured Term Loan Agreement, stated value, +1 more
5 terms
Series C Convertible Preferred Stock financial
"Reporting person holds 4,800 shares of Series C Convertible Preferred Stock (stated value $1,000 per share"
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.
Nasdaq Listing Rule 5635 regulatory
"Conversion requires stockholder approval pursuant to Nasdaq Listing Rule 5635."
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
Senior Secured Term Loan Agreement financial
"outstanding indebtedness under a 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.
stated value financial
"Series C Convertible Preferred Stock (stated value $1,000 per share; aggregate stated value $4,800,000)"
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
as-converted financial
"per share (631,579 shares as-converted). Conversion requires stockholder approval"
A financial presentation shown “as-converted” means numbers (usually share counts, earnings per share, or ownership percentages) are reported on the assumption that all convertible securities—like preferred shares, convertible bonds, or options—have been converted into common stock. It matters because it reveals the potential dilution and how company metrics would look if those claims became ordinary shares, like checking a recipe assuming all reserved ingredients are finally added.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider ownership in Nauticus Robotics (KITT) is reported for Brian Isaac Dror?
Brian Isaac Dror is disclosed as a more-than-10% owner, indirectly holding 782,829 common shares and 4,800 Series C Convertible Preferred Stock shares. The preferred shares are convertible into 631,579 common shares at $7.60 each, subject to stockholder approval under Nasdaq Listing Rule 5635.
At what price is Nauticus Robotics (KITT) Series C Preferred Stock convertible into common stock?
The Series C Convertible Preferred Stock is convertible into common stock at $7.60 per share. At this price, 4,800 preferred shares are convertible into 631,579 common shares, and the conversion is conditioned on stockholder approval under Nasdaq Listing Rule 5635.
What debt was exchanged for Series C Preferred Stock at Nauticus Robotics (KITT)?
Nauticus Robotics exchanged $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement for the Series C Convertible Preferred Stock. The exchange occurred at a 20% premium, resulting in 4,800 preferred shares with an aggregate stated value of $4,800,000.
How is Brian Isaac Dror’s Nauticus Robotics (KITT) ownership held?
His reported holdings are indirect, through RCB Equities #1, LLC, where he is manager. That entity holds 782,829 common shares and 4,800 Series C Convertible Preferred Stock shares, which are convertible into 631,579 common shares if stockholders approve the conversion.
What conditions apply to converting Nauticus Robotics (KITT) Series C Preferred into common stock?
Conversion of the Series C Convertible Preferred Stock into common shares requires stockholder approval pursuant to Nasdaq Listing Rule 5635. Until approval, the 4,800 preferred shares remain unconverted, though they are described as as-converted into 631,579 common shares at $7.60.
AI-generated analysis. How Rhea-AI works. Not financial advice.
