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, Inc. CEO John W. Gibson Jr. reported several equity transactions involving company stock. On February 23, 2026, he exercised 2,161 Restricted Stock Units (RSUs) at $0.00, converting them into the same number of common shares under the 2022 Omnibus Incentive Plan. The RSUs vest pro rata over three years on February 21, 2025, 2026, and 2027.
On February 24, 2026, Gibson sold 715 shares of common stock at $0.82 per share in a transaction noted as "Sell-Cover," with cash proceeds delivered to the issuer to satisfy tax withholding upon vesting. After these transactions, he held 13,351 shares of common stock directly. The holdings and share amounts are adjusted for a 1-for-9 reverse stock split that occurred in September 2025.
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.