Nauticus Robotics Enters Material Agreement, New Debt & Equity Sales

Ticker: KITTW · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1849820

Complexity: moderate

Sentiment: bearish

Topics: debt, equity-sales, material-agreement, dilution

TL;DR

**Nauticus Robotics just took on new debt and sold more stock, watch for dilution.**

AI Summary

Nauticus Robotics, Inc. entered into a material definitive agreement on December 31, 2023, involving the creation of a direct financial obligation and unregistered sales of equity securities. This filing indicates potential dilution for existing shareholders due to the issuance of new equity and highlights new financial obligations, which could impact the company's financial health and stock value. Investors should be aware of these new liabilities and the potential for share dilution.

Why It Matters

This filing signals new financial obligations and potential dilution from equity sales, which could negatively impact the value of existing shares and the company's financial stability.

Risk Assessment

Risk Level: high — The entry into a material definitive agreement involving new financial obligations and unregistered sales of equity securities introduces significant financial and dilution risks for current shareholders.

Analyst Insight

A smart investor would carefully review the details of the 'Material Definitive Agreement' and the 'Direct Financial Obligation' to understand the full extent of new liabilities and potential dilution before making any investment decisions. Monitoring the impact on share price and financial statements in upcoming reports is crucial.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on December 31, 2023, as stated in the 'Date of Report (Date of earliest event reported)' section.

What specific items were reported by Nauticus Robotics, Inc. in this 8-K?

Nauticus Robotics, Inc. reported on 'Entry into a Material Definitive Agreement,' 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,' 'Unregistered Sales of Equity Securities,' 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers,' 'Other Events,' and 'Financial Statements and Exhibits'.

What is the business address of Nauticus Robotics, Inc.?

The business address of Nauticus Robotics, Inc. is 17146 Feathercraft Lane, Suite 450, Webster, TX 77598, as listed in the filing.

What is the Commission File Number for Nauticus Robotics, Inc.?

The Commission File Number for Nauticus Robotics, Inc. is 001-40611, as specified in the filing.

Under which SEC Act is this Form 8-K filed?

This Form 8-K is filed under the 1934 Act, as indicated in the 'FILING VALUES' section.

Filing Stats: 1,919 words · 8 min read · ~6 pages · Grade level 12.5 · Accepted 2024-01-05 17:00:50

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2023 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 17146 Feathercraft Lane , Suite 450 , Webster , TX 77598 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: ( 281 ) 942-9069 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock KITT The Nasdaq Stock Market LLC Warrants KITTW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. First Amendment to Term Loan Agreement On December 31, 2023, Nauticus Robotics, Inc., a Delaware corporation (the "Company"), entered into a First Amendment to Senior Secured Term Loan Agreement, dated as of December 31, 2023 (the "First Amendment"), by and among the Company, the subsidiary guarantors (as defined in the First Amendment) and ATW Special Situations II LLC ("ATW II"), a Delaware limited liability company, which amended that certain Senior Secured Term Loan agreement dated as of September 18, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Term Loan Agreement") with ATW II, as collateral agent (as replaced by Acquiom Agency Services LLC, in such capacity, the "Collateral Agent") and lender, and Transocean Finance Limited ("Transocean Finance"), ATW Special Situations I LLC ("ATW I"), Material Impact Fund II, L.P. ("MIF"), and RCB Equities #1, LLC ("RCB"), as lenders (collectively, the "Initial Lenders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Term Loan Agreement. The First Amendment provided the Company with an incremental loan in the aggregate principal amount of $695,000 (the "December 2023 Incremental Loan"), subject to the terms and conditions set forth in the Term Loan Agreement and the First Amendment. The December 2023 Incremental Loan would be made on the same terms as the Additional Term Loans funded on the Closing Date and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement. Common Stock PIPE Securities Purchase Agreement On December 31, 2023, the Company and ATW Special Situations I LLC, as the purchaser, entered into a Securities Purchase Agreement (the "PIPE SPA"), pursuant to which the purchaser agreed to purchase up to an aggregate of $5,000 of the shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), at a $2 per share purchase price. The sale of these shares of Common Stock was subject to the terms and conditions set forth in the PIPE SPA and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder as a transaction by an issuer not involving a public offering. As a result of the sale of shares under the PIPE SPA, the conversion prices under the warrants and debentures issued pursuant to the Securities Purchase Agreement (as defined below) were reset to $2 pursuant to their terms, removing future dilutive effects pursuant to the "ratchet" provisions of such warrants and debentures. Second Lien Restructuring Agreement In connection with the entry into, and as a condition precedent to the closing of the December 2023 Incremental Loan under the First Amendment, on December 31, 2023, the Company, Nauticus Robotics H

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