Nauticus Robotics, Inc. 8-K

What Happened
Nauticus Robotics, Inc. (KITT) announced a Third Amendment to its Senior Secured Term Loan Agreement dated September 18, 2023. On June 1, 2026 the company and its lenders agreed to lower the loans’ conversion price to $1.80, effective for the period ending June 15, 2026. The Term Loan permits lenders to convert outstanding loans into common stock; the agreement and conversion-price amendments require lender consent under Section 25(c) of the Term Loan Agreement.

Key Details

• Original conversion price under the Term Loan Agreement was $6.00 (subject to adjustment).
• Prior amendments: Oct 25, 2025 reduced conversion price to $1.76 (through Nov 7, 2025); May 11, 2026 reduced it to $2.20 (through May 21, 2026).
• Third Amendment executed June 1, 2026 reduces the conversion price to $1.80 for the period ending June 15, 2026; amendment is filed as Exhibit 10.1.
• The Term Loan is a direct financial obligation of the company and remains convertible into Nauticus common stock per the agreement terms.

Why It Matters
Lowering the conversion price makes it cheaper for lenders to convert debt into Nauticus shares, which could increase potential dilution if conversion occurs. The amendments are time-limited and require lender consent, so changes apply only as agreed by participating lenders. Investors should watch outstanding convertible debt, any future amendments or conversions, and related share issuance disclosures that could affect share count and per-share metrics.