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.
RCB Equities #1, LLC, a ten percent owner of Nauticus Robotics, Inc., converted $1,000,000 of principal under a Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026. It also sold 32,539 shares in an open-market transaction at $2.021 per share the same day, and held 782,829 shares of common stock afterward, up from approximately 259,812 shares before the conversion.
RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock. The entity reports 782,829 shares of common stock held directly.
It also holds 4,800 shares of Series C Convertible Preferred Stock with a stated value of $1,000 per share, for an aggregate stated value of $4,800,000. This Series C preferred was acquired on June 26, 2026 under an Exchange Agreement and is convertible into 631,579 shares of common stock at $7.60 per share, subject to stockholder approval under Nasdaq Listing Rule 5635. The preferred stock has no expiration date and reflects a conversion of $4,000,000 of senior secured term loan debt at a 20% premium.
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 is registering up to 181,159,420 shares of common stock for resale by a single selling stockholder under an equity purchase facility. The filing also covers 6,661 commitment fee shares tied to a $100,000 fee. An October 2025 Facility Agreement allows SZOP Opportunities I LLC to buy up to $250 million of newly issued stock, based on a volume‑weighted pricing formula and an assumed price of $1.38 per share. Nauticus will not receive proceeds from the selling stockholder’s market resales but may receive up to $250 million from primary sales into the facility, which it plans to use for working capital and general corporate purposes. Shares outstanding could rise from 6,840,174 to 187,959,073 if all registered shares are issued, implying very heavy dilution. The prospectus highlights risks including dilution from variable‑price issuances, potential downward pressure from resales and short‑selling by third parties, Nasdaq listing vulnerabilities, and an auditor’s substantial doubt about the company’s ability to continue as a going concern.
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, Inc. reported very limited Q1 2026 revenue of $159,575 and a net loss of $9,266,081, showing the business is still in an early, cash‑consuming stage. Cash and cash equivalents were $5,285,230, while net cash used in operating activities was $7,005,769.
Total assets were $40,209,438 against total liabilities of $35,962,203, leaving stockholders’ equity of $4,247,235. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next twelve months, given recurring losses, high debt and the need to raise additional capital.
The company relies on an at‑the‑market share offering program and convertible debentures and term loans, many held by related parties, to fund operations. Common stock underwent 1‑for‑9 and 1‑for‑8 reverse splits to maintain Nasdaq listing requirements, and revenue remains highly concentrated in a small number of customers.
Nauticus Robotics, Inc. is registering up to 103,741,100 shares of common stock for resale by a single selling stockholder under an equity purchase facility. These include up to 103,734,439 shares that may be issued over time under a $250 million Equity Purchase Facility Agreement and 6,661 shares already issued as a $100,000 commitment fee.
The company is not selling shares directly in this prospectus and will not receive proceeds from the stockholder’s resales, but can raise up to $250 million by selling newly issued shares to the stockholder at prices linked to market trading. Common shares outstanding were 5,002,925 as of May 11, 2026, and could rise to 108,744,025 if all facility shares are issued at an assumed price of $2.41. The facility is subject to a 9.99% beneficial ownership cap and Nasdaq rules. Nauticus develops autonomous subsea robotic systems serving offshore energy and defense markets.
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.