Nauticus Robotics, Inc. 8-K

What Happened
Nauticus Robotics, Inc. (KITT) announced an Exchange Agreement with an institutional investor under which the investor exchanged approximately $4.0 million of the Company’s secured convertible term loan indebtedness (including accrued interest) for 4,800 shares of Series C Convertible Preferred Stock. The exchange closed on June 26, 2026. The Series C shares issued have an aggregate stated value of approximately $4.8 million. The exchange was effected relying on the Section 3(a)(9) registration exemption.

Key Details

• Exchange Agreement relates to the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended).
• On June 26, 2026 the Company issued 4,800 shares of Series C Convertible Preferred Stock in exchange for ~ $4.0M of outstanding convertible loan securities (including accrued interest).
• The issued Series C Preferred Stock has an aggregate stated value of ~ $4.8M.
• The investor retains the right, subject to the agreement’s terms, to require additional exchanges of remaining indebtedness under the Term Loan during the Exchange Agreement term.
• The Company furnished a press release dated June 30, 2026 (Exhibit 99.1) and filed a redacted form of the Exchange Agreement as Exhibit 10.1.

Why It Matters
This transaction reduces Nauticus Robotics’ outstanding secured convertible loan balance by roughly $4.0M and replaces that debt with preferred equity (4,800 Series C shares). That changes the company’s capital structure by lowering that specific loan obligation and increasing preferred stock on the balance sheet. Because the investor can potentially require further exchanges, additional debt-to-preferred conversions could occur under the agreement, which investors should monitor for future effects on dilution and capitalization.