Nauticus Robotics, Inc. 8-K

What Happened

• Nauticus Robotics (KITT) announced amendments related to prior transactions and new financing. On May 11, 2026 the company executed Amendment No. 2 to the Asset Purchase Agreement tied to its March 2025 acquisition (the Acquisition was consummated March 20, 2025 for $16.0 million) and a Second Amendment to its Senior Secured Term Loan Agreement that temporarily reduced the loan conversion price to $2.20 (effective through May 21, 2026).
• On May 12, 2026 the company issued an Original Issue Discount Senior Secured Convertible Debenture in the principal amount of $1,556,122, convertible into 204,753 shares at $7.60 per share (maturing September 9, 2026).
• On May 13, 2026 Nauticus issued a press release announcing the hiring of Brian Allen as Chief Revenue Officer.

Key Details

• Acquisition background: Nauticus closed the asset purchase from SeaTrepid affiliates on March 20, 2025 for $16.0 million; Amendment No. 2 (filed May 11, 2026) amends certain payment terms.
• Term loan changes: Original Term Loan conversion price was $6.00; prior temporary reduction to $1.76 ran through Nov 7, 2025; current Second Amendment sets conversion price at $2.20 for the period ending May 21, 2026 (filed May 11, 2026).
• New debt issued: $1,556,122 convertible debenture issued May 12, 2026, convertible into 204,753 shares at $7.60; maturity September 9, 2026.
• Executive hire: Brian Allen named Chief Revenue Officer (press release furnished as Exhibit 99.1).

Why It Matters

• Payment and conversion-term changes can affect near-term cash flow and potential equity dilution. A lower temporary conversion price on the term loan increases the number of shares issuable if lenders convert, while the new convertible debenture creates another potential source of dilution (204,753 shares at $7.60).
• The Amendment No. 2 to the asset purchase alters payment mechanics tied to the company’s $16M acquisition, which could affect obligations or timing of payouts to the sellers.
• The CRO hire signals a focus on revenue growth and commercial execution; investors should watch future updates for revenue impact and any further financing or conversion activity.