Nauticus Robotics, Inc. 8-K

What Happened Nauticus Robotics (KITT) announced a financing transaction on February 6, 2026: a Securities Purchase Agreement and Registration Rights Agreement with Master Investment Group to sell Series D convertible preferred stock and related warrants (the "Preferred Offering"). The company agreed to issue initial Series D preferred shares for $3.0 million in two milestone closings (at $1,000 stated value per share) and may issue up to an additional $47.0 million of Series D preferred stock over time (total potential value up to $50.0 million), with warrants equal in initial value to 30% of the aggregate purchase price. Proceeds are to be used exclusively as UAE-related working capital. Separately, on February 9, 2026 the company issued an Original Issue Discount Senior Secured Convertible Debenture in the aggregate principal amount of $2.0 million, convertible into 3,365,871 common shares at a conversion price of $0.5942, maturing September 9, 2026.

Key Details

• Financing parties/dates: Securities Purchase Agreement and Registration Rights Agreement dated Feb 6, 2026 (Master Investment Group); Additional Note issued Feb 9, 2026 under prior Nov 4, 2024 agreement.
• Preferred terms: Initial $3.0M issuance in two milestone closings at $1,000 stated value per preferred share; up to $47.0M additional Series D may be issued (aggregate up to $50.0M) subject to milestones and approvals.
• Dividends & liquidation: Series D carries a 10% per annum dividend (payable in additional Series D shares or capitalized) and liquidation preference equal to stated value plus accrued dividends.
• Conversion & caps: Holder conversion at option into common stock at the lower of $0.89 or the 5‑day VWAP before conversion; an overall "Exercise Cap" limits Conversion/Warrant Shares to 19.99% of pre‑agreement outstanding common stock absent shareholder approval. Warrants: immediately exercisable, 5‑year term, $1.1125 initial exercise price, subject to a 4.99% beneficial‑ownership cap per holder.
• Use of proceeds and restrictions: Proceeds earmarked for UAE operations; a two‑year lock‑up prevents the investor from selling converted common shares without company/holder consent. Registration rights permit the investor to demand inclusion of resale shares if the company files a registration statement.

Why It Matters These transactions provide Nauticus with near‑term cash (initial $3M plus the $2M debenture) and a potential larger funding source (up to $50M of Series D) targeted to expand UAE operations. However, the Series D and associated warrants, plus the $2M convertible note (3,365,871 shares if converted), create potential dilution for current common shareholders if converted or exercised. Conversion and warrant issuance are subject to ownership caps (4.99% per warrant holder) and an aggregate 19.99% issuance cap absent shareholder approval, which may limit immediate dilution but could require future shareholder votes to fully realize the financing. Investors should note dividend accrual (10% on Series D) and the short maturity (Sept 9, 2026) on the issued convertible debenture.