Nauticus Robotics Amends Term Loan; Conversion Price Cut to $1.80

What Happened
Nauticus Robotics, Inc. (KITT) reported in an 8-K that it amended its senior secured Term Loan Agreement (originally dated Sept. 18, 2023) to reduce the conversion price on the outstanding convertible term loans. The company entered into an amendment dated August 12, 2026 (filed as Exhibit 10.1), which sets the conversion price at $1.80 for the period ending August 13, 2026. The loans remain convertible into common stock per the terms of the Term Loan Agreement.

Key Details

• Original Term Loan Agreement dated September 18, 2023 set an initial conversion price of $6.00.
• Prior temporary reductions included: $1.76 (effective Oct. 25, 2025 through Nov. 7, 2025), $2.20 (May 11–May 21, 2026), and $1.80 (June 1–June 15, 2026).
• August 12, 2026 amendment (the Fourth Amendment filed as Exhibit 10.1) reduced conversion price to $1.80 for the period ending Aug. 13, 2026.
• Under the Term Loan Agreement, any amendment that reduces a lender’s conversion price is effective only with respect to loans of each consenting lender.

Why It Matters
This filing confirms Nauticus’s continued use of convertible term loan amendments to adjust the price at which debt can convert into equity. For shareholders and potential investors, a lower conversion price increases the number of shares lenders could receive if they convert, which may lead to future dilution if conversion occurs. For bondholders and creditors, the amendment clarifies current conversion economics and the short-term window during which the lowered conversion price applies.