Here are the 8-K filings from Nauticus Robotics, Inc Warrant (KITTW) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow KITTW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KITTW filings page.
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. created a new direct financial obligation by issuing an Original Issue Discount Senior Secured Convertible Debenture due 2026, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor on July 20, 2026.
The Additional Note is convertible into 197,369 shares of common stock at a conversion price of $7.60 per share and is scheduled to mature on September 9, 2026, subject to earlier repayment as provided in the note. It was issued under a November 4, 2024 securities purchase agreement on the same terms as existing notes and was offered without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 of Regulation D.
Nauticus Robotics, Inc. is furnishing an updated June 2026 investor presentation outlining its strategy in subsea robotics and autonomy. Management highlights a targeted 10–20x return through revenue scaling and valuation multiple expansion, built on an integrated services, hardware, and software platform.
The presentation describes a projected $36 billion total addressable market by 2030 as subsea work shifts from human-operated to autonomous systems, and contrasts Nauticus’ position with larger industry peers. It outlines plans to move from project-based revenue toward higher-margin software and technology-enabled services, with a projected blended gross margin above 50% as the mix shifts.
Leadership notes that revenue tripled in 2025 and presents a plan with four growth engines aimed at increasing revenue from about $5 million to over $50 million over the next 3–5 years, supported by a stated $840 million pipeline. The company also cites “up to $50 million” of funding availability with a partner and an expected future compound annual growth rate greater than 100%, positioning Nauticus as a potential leader in emerging autonomous subsea operations.
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.
Nauticus Robotics, Inc. reported shareholder voting results from its annual meeting held on May 27, 2026. Shareholders elected Dr. Jim Bellingham and Dr. Adam Sharkawy as Class I directors to serve until the 2029 annual meeting and ratified WithumSmith + Brown as independent auditor for 2026.
Investors also authorized the Board to enact one or more reverse stock splits of the common stock at ratios between one-for-five and one-for-250, and approved an amendment to the 2022 Omnibus Incentive Plan increasing available shares to 6,000,000. A proposal to increase authorized common stock from 625,000,000 to 1,500,000,000 received majority support of votes cast but failed because it did not obtain approval from a majority of all outstanding shares. A total of 12,428,658 shares, or 35.61% of the 34,900,303 shares outstanding as of April 15, 2026, were represented in person or by proxy.
Nauticus Robotics reports several capital and leadership updates. The company previously completed a $16 million acquisition of assets from SeaTrepid entities and has now signed Amendment No. 2 to that asset purchase agreement, revising certain payment terms. It also entered a Second Amendment to its Senior Secured Term Loan Agreement, temporarily reducing the loan conversion price to $2.20 per share for the period ending May 21, 2026, from an initial $6.00 and a prior temporary $1.76. Nauticus issued an additional Original Issue Discount Senior Secured Convertible Debenture with aggregate principal of $1,556,122, convertible into 204,753 common shares at a $7.60 conversion price, maturing on September 9, 2026. Separately, the company appointed Brian Allen as Chief Revenue Officer to lead commercial strategy across EMEA and global technology licensing.
Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following Board and stockholder approval. Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share.
The move is intended to help the company meet the minimum bid price requirements of The Nasdaq Capital Market. Outstanding options, warrants and other convertible securities will be adjusted to reflect the new share count, while stockholders’ percentage ownership and voting power are expected to remain largely unchanged.
Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following approval by its board and stockholders. The move is intended to increase the share price to meet the Nasdaq Capital Market minimum bid requirement.
Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share. Trading on a split-adjusted basis is expected to begin on April 21, 2026 under the symbol “KITT” with a new CUSIP number. Outstanding options, warrants, and other convertible securities will be proportionately adjusted, and existing registration statements on Forms S-3 and S-8 will be automatically updated under Rule 416(b). The company states that ownership percentages and voting power should remain essentially unchanged aside from rounding.
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. 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.