Nauticus Robotics, Inc. 8-K

What Happened
Nauticus Robotics, Inc. (KITT) filed a Form 8‑K on July 9, 2026, reporting a material modification to the rights of its security holders and an amendment to its articles of incorporation/bylaws. The company filed a Certificate of Designations for a new Series D Convertible Preferred Stock as Exhibit 3.1 to the 8‑K. The filing was signed by Michael Ferrier, General Counsel.

Key Details

• Filing date: July 9, 2026 (Form 8‑K reporting Items 3.03, 5.03 and 9.01(d)).
• Document filed as Exhibit 3.1: "Certificate of Designations of Rights and Preferences of Series D Convertible Preferred Stock of Nauticus Robotics, Inc."
• Item 3.03: company states a material modification to security holder rights.
• Item 5.03: reflects amendments to the company’s articles of incorporation/bylaws via the Certificate of Designations.

Why It Matters
Designating a new series of convertible preferred stock changes the company’s capital structure and the relative rights or priorities among shareholders and preferred holders. Investors should review the Certificate of Designations (Exhibit 3.1) to understand the specific terms—such as conversion mechanics, liquidation preference, dividends, and voting rights—that will determine how the Series D securities interact with common stock and existing preferred shares. This is a material corporate action; retail investors may want to read the exhibit and monitor further disclosures for issuance amounts or related transactions.