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Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity. On March 27, 2026, an institutional investor exchanged the full principal of a $2,000,000 original issue discount senior secured convertible debenture issued on February 9, 2026 into 2,023 shares of Series C preferred convertible stock. The transaction was completed under previously disclosed Exchange Agreements and relied on the Section 3(a)(9) exemption from registration under the Securities Act, meaning no new cash was raised and the securities involved cannot be publicly offered or sold in the U.S. without registration or another exemption.
Nauticus Robotics, Inc. reported that its General Counsel and Secretary, John Symington, plans to resign to return to private legal practice. His last day as an officer will be March 27, 2026. Symington has agreed to continue supporting the company as external counsel for at least one month to ensure a transition period.
Nauticus Robotics, Inc. reported an insider Form 4 related to its acquisition of SeaTrepid. SeaTrepid International LLC received 671,551 shares of Common Stock as earn-out consideration, valued at $8.19 per share for calculation purposes under an Asset Purchase Agreement.
The number of earn-out shares was determined on December 22, 2025, using a formula in the agreement, after the right to receive these shares became fixed on March 20, 2025, the closing date. The shares are held by SeaTrepid International LLC. Robert Douglas Christ, President of SeaTrepid, may be deemed to share voting and investment power but disclaims beneficial ownership except for his pecuniary interest.
Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor. The debenture is convertible into 1,717,281 shares of common stock at a conversion price of $0.5942 per share.
The debenture was issued under a previously disclosed securities purchase agreement dated November 4, 2024 and has the same terms as earlier notes, maturing on September 9, 2026 or earlier as permitted. The issuance was an unregistered private offering relying on Section 4(a)(2) and Rule 506 of Regulation D.
Nauticus Robotics entered a strategic financing agreement with Master Investment Group involving up to $50 million of Series D Convertible Preferred Stock and accompanying warrants. An initial $3 million will fund milestones tied to launching a UAE business unit, with all proceeds dedicated to UAE-related working capital.
The Series D Preferred Stock carries a 10% annual dividend on a $1,000 stated value, ranks senior to common stock, is convertible at the lower of $0.89 per share or recent VWAP, and is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq “Exercise Cap” without shareholder approval. Nauticus may redeem all Series D at 110% of the conversion amount, and the investor faces a two-year lock-up on conversion shares.
Separately, Nauticus issued a $2,000,000 Original Issue Discount Senior Secured Convertible Debenture due 2026, convertible into 3,365,871 common shares at $0.5942 per share, under a previously disclosed securities purchase agreement.
Nauticus Robotics, Inc. held a special stockholder meeting where investors approved several key capital structure proposals. Stockholders backed issuing common shares under an Equity Purchase Facility Agreement and issuing common shares upon conversion of Series C Convertible Preferred Stock under an Amendment and Exchange Agreement, both pursuant to Nasdaq Rule 5635.
They also approved authorizing the board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, at the board’s discretion, and approved the ability to adjourn the meeting if needed. A separate proposal to increase authorized common shares from 625,000,000 to 1,500,000,000 received a majority of votes cast but failed because it did not achieve the required majority of all issued and outstanding shares. A total of 11,234,591 shares, or 40.04% of shares outstanding as of December 22, 2025, were represented in person or by proxy.