Nauticus Robotics, Inc. (KITT) reports that 10% owner RCB Equities #1, LLC converted $250,000 of outstanding Senior Secured Term Loan principal into 168,011 common shares on September 30, 2026, at $1.488 per share. The LLC directly held 293,091 shares after the conversion. Dror Brian Isaac is identified as manager of the reporting owner; no Rule 10b5-1 plan is reported.
Nauticus Robotics, Inc. (KITT) received an executed waiver from a holder of its Series A Convertible Preferred Stock for the Triggering Event that occurs if any Series A Preferred Stock remains outstanding on or after September 30, 2026. The Waiver Period runs from September 30, 2026 through and including January 31, 2027. For this event and period, the holder waived the dividend-rate increase to 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion with a 125% Conversion Amount multiplier (a 25% premium).
The waiver leaves the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, and otherwise applicable dividend terms unchanged. It does not waive other Triggering Events, breaches, defaults, or rights arising independently of this event, and binds only the holder. If any Series A Preferred Stock remains outstanding after the Waiver Period, the event and its consequences apply prospectively; consequences waived during the period do not revive.
Nauticus Robotics, Inc. (KITT) received a waiver from a holder of its Series C Convertible Preferred Stock for the event that occurs if shares remain outstanding on or after September 30, 2026. For the period from September 30, 2026 through December 31, 2027, the holder waived, solely to the extent attributable to that event, the increase in the dividend rate to 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the Triggering Event Conversion right, including its 125% Conversion Amount multiplier (a 25% premium) and related alternate conversion period.
The waiver leaves the existing 120% Conversion Amount calculation, ordinary conversion rights, Alternate Optional Conversion rights, and otherwise applicable dividend terms unchanged. It applies only to this holder’s rights. After the waiver period, the event’s consequences apply prospectively if any Series C Preferred Stock remains outstanding; the waiver does not cover other triggering events, breaches, defaults, or independently arising rights.
Nauticus Robotics, Inc. (KITT) entered into a non-binding letter of intent with a strategic investor contemplating a private placement equity investment of up to $50 million to support its short- and long-term commercial objectives. The LOI’s terms do not obligate the investor to provide funding, and the proposed investment remains subject to due diligence, negotiation and execution of definitive agreements, applicable approvals, and satisfaction of closing conditions.
The Board is evaluating the proposed transaction and considering engaging an independent financial advisor. Depending on the final terms, the investment could dilute existing stockholders and/or result in a change of control. Nauticus says there can be no assurance that definitive agreements will be entered into or that the transaction will be completed.
Nauticus Robotics, Inc. (KITT) filed an amendment for a 1-for-6 reverse stock split of its common stock. The amendment becomes effective at 8:01 p.m. Eastern Time on September 24, 2026, and the shares are expected to begin split-adjusted trading at market open on September 25 under KITT.
Fractional shares will be rounded up to the nearest whole share. Outstanding options, warrants and other convertible securities will be adjusted under their governing terms, with rounding to whole shares. Nauticus said stockholder ownership percentages and proportional voting power will remain virtually unchanged, except for rounding adjustments; undistributed shares covered by active registration statements will be proportionately reduced.
Nauticus Robotics, Inc. (KITT) reports entering into separate Fifth Amendments to its Senior Secured Term Loan Agreement with each lender, effective upon satisfaction of conditions on September 17, 2026, which extend the Maturity Date of the term loan to January 31, 2028.
The term loan is convertible, in whole or in part, into shares of Nauticus common stock at an initial Conversion Price of $6.00, subject to adjustment under the agreement. Earlier amendments temporarily reduced the conversion price to $1.76, $2.20 and $1.80 during specified periods in 2025 and 2026. A Collateral Agent Acknowledgment and Consent was also executed in connection with the Fifth Amendment, and the amendment and consent are filed as exhibits to this report.
Nauticus Robotics, Inc. entered into a Fourth Amendment to its Senior Secured Term Loan Agreement with its existing lenders on August 12, 2026. Under this amendment, the conversion price of the outstanding term loans into Nauticus common stock was reduced to $1.80 per share for a limited period ending on August 13, 2026. The term loans were originally convertible at an initial conversion price of $6.00 per share, and have previously been temporarily reset through earlier amendments. The amendment is a material definitive agreement and is also described as creating a direct financial obligation.
Nauticus Robotics, Inc. reported sharply weaker results for the three and six months ended June 30, 2026. Service revenue was $885,947 for the quarter and $1,045,521 year-to-date, down from $2,075,566 and $2,240,822 in the prior-year periods, while total costs and expenses remained much higher than revenue.
The company recorded an operating loss of $6,008,392 for the quarter and $11,692,410 for six months, and a net loss of $11,115,971 and $20,382,052, respectively. Interest expense, losses on extinguishment of debt, and fair value changes on the November 2024 Debentures and other derivatives added significantly to total other expense of $5,107,579 for the quarter. Basic and diluted loss per share was $2.11 for the quarter and $4.51 year-to-date.
Cash, cash equivalents and restricted cash declined to $1,977,049 at June 30, 2026 from $7,616,952 at year-end, with net cash used in operating activities of $14,125,329 in six months. Total assets were $35,929,509 against total liabilities of $30,747,743, including $21,609,287 of notes payable and new derivative liabilities. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next twelve months, despite ongoing ATM equity sales and convertible debenture and term loan exchanges into preferred and common equity.
SZOP Opportunities I LLC and SZOP Opportunities Management LLC report potential beneficial ownership of Nauticus Robotics, Inc. common stock through an Equity Purchase Facility Agreement. The filing reports approximately 759,175 shares that may be issued to SZOP Opportunities at Nauticus’s sole discretion, subject to contractual conditions.
The reporting persons state a 9.9% beneficial ownership, reflecting an Ownership Limitation that prevents them and their affiliates from holding more than 9.99% of Nauticus’s outstanding shares. This percentage is based on 6,840,174 shares outstanding as of June 16, 2026, plus additional shares they may acquire under Rule 13d-3(d)(1)(i). Voting and dispositive power over these shares is shared between the two SZOP entities, and each disclaims beneficial ownership beyond its pecuniary interest.
Nauticus Robotics, Inc. director Jim Bellingham acquired 2,162 shares of common stock on May 27, 2026 through the vesting and conversion of an equal number of Restricted Stock Units under the 2022 Omnibus Incentive Plan, adjusted for a 1-for-8 reverse split. Following the transaction he directly held 2,543 common shares, and the RSU balance reported in this filing was reduced to zero. The transaction was reported as not made under a Rule 10b5-1 trading plan.