Welcome to our dedicated page for Nauticus Robotic SEC filings (Ticker: KITT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Nauticus Robotics entered into a private securities purchase agreement to sell Series B Convertible Preferred Stock to an institutional investor. The company designated 50,000 shares of Series B Preferred and completed an initial closing issuing 3,000 shares for an aggregate purchase price of $2,940,000 at a purchase price of $980 per share; each share has a stated value of $1,000 and will be fully paid and non-assessable.
The Series B carries a 10% per annum dividend on an as-if converted basis tied to dividends actually paid on common stock, no voting rights, and conversion features allowing holders to convert at a fixed Conversion Price of $0.9181 (subject to adjustment) or an Alternate Conversion Price upon certain triggering events. The company may redeem all outstanding Series B shares at a 25% redemption premium to specified valuation measures. Full terms are in the Certificate of Designation filed as an exhibit.
Nauticus Robotics (KITT) filed an 8-K announcing a private placement of Series B Convertible Preferred Stock. On 6 Aug 2025 the company signed a Securities Purchase Agreement with a single institutional investor to issue 3,000 Series B shares at $980 each, raising $2.94 million at the initial closing (expected 7 Aug 2025). The investor may purchase up to an additional 5,000 shares, bringing total gross proceeds to $7.84 million.
Key terms of the Series B Preferred:
- Stated value: $1,000; issue price: $980 (2% discount).
- Dividend: 10% p.a., payable in common shares or capitalized; escalates to 18% upon Triggering Events.
- Seniority: Ranks senior to all existing equity, including Series A.
- Conversion price: fixed at $0.9181; holder may elect an Alternate Conversion Price as low as the greater of $0.1836 floor or 98% of the 10-day VWAP, creating a downward-adjustable feature.
- Company must reserve 100% of shares needed for conversion and seek shareholder approval by 3 Nov 2025 for potential issuances below the fixed price.
- Optional company redemption and change-of-control exchange require 25% premiums; Bankruptcy Triggering Events mandate immediate cash redemption on similar terms.
The securities are issued under Section 4(a)(2)/Reg D and are unregistered, restricted shares. No voting rights are attached to the Series B, but extensive covenants limit additional debt, dividends, and senior securities. Exhibit 3.1 provides the Certificate of Designations; Exhibit 10.1 contains the purchase agreement.
Nauticus Robotics, Inc. (KITT) – Form 4 insider filing
Director William Flores reported the grant of 181,525 Restricted Stock Units (RSUs) on 07/25/2025 under the company’s 2022 Omnibus Incentive Plan. Each RSU converts into one share of common stock for no cash consideration, contingent upon continued service. The RSUs will vest on the earlier of 25 Jun 2026 or the date immediately prior to the 2026 annual meeting. Following the award, Flores holds 181,525 derivative securities directly; no common-stock transactions or dispositions were reported. No other changes in ownership structure were disclosed.
The filing signals routine director compensation and modest equity alignment; it does not disclose any purchases or sales in the open market and therefore has limited immediate market impact.
On 25 Jul 2025, Nauticus Robotics (NASDAQ: KITT) filed an 8-K reporting a senior finance transition. Interim CFO Victoria Hay resigned but will remain as an outside consultant via Flexible Consulting LLC. The Board simultaneously appointed Jimena Begaries (age 43) as Interim CFO and principal accounting officer.
Begaries brings 20+ years of finance experience at Weatherford International (NASDAQ: WFRD), including North America Offshore Operational Controller (Dec 2021–Apr 2025) and Director of Consolidations & Internal Reporting (Apr 2019–Nov 2021). She has consulted for Nauticus since Apr 2025. Under a Flexible Consulting contract, she will earn $22,000 per month plus up to $1,000 in expense reimbursement. No related-party or family relationships were disclosed.
The company furnished, but did not file, a press release (Exhibit 99.1) dated 28 Jul 2025 announcing the appointment. The 8-K contains no financial results, guidance, or transactional details; its scope is limited to the CFO change and associated compensation.
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