Nauticus Robotics Issues New Equity & Warrants, Terminates Prior Deal

TL;DR

**Nauticus Robotics just issued new stock and warrants, changing their financial game.**

AI Summary

Nauticus Robotics, Inc. entered into a material definitive agreement on January 30, 2024, involving the issuance of common stock and warrants. This agreement also terminated a previous material definitive agreement and created a direct financial obligation for the company. This matters to investors because it signals a significant change in the company's financial structure and potentially dilutes existing shareholders through the issuance of new equity and warrants.

Why It Matters

This filing indicates a substantial shift in Nauticus Robotics' financial strategy, potentially impacting share value through dilution and altering its debt profile.

Risk Assessment

Risk Level: medium — The issuance of new equity and warrants often leads to dilution for existing shareholders, which can negatively impact stock price.

Analyst Insight

Investors should investigate the specific terms of the new material definitive agreement, including the number of shares and warrants issued, to assess potential dilution and the nature of the new financial obligation. This information is crucial for understanding the impact on current share value.

Key Players & Entities

• Nauticus Robotics, Inc. (company) — registrant
• January 30, 2024 (date) — date of earliest event reported
• 001-40611 (other) — Commission File Number

FAQ

Key Financial Figures

• $3,753,144 — an in the aggregate principal amount of $3,753,144 (the "January 2024 Incremental Loan").
• $9.55 million — provides the Company with an aggregate $9.55 million of secured term loans (the "Loans"). An
• $6 million — t also provides for up to an additional $6 million of secured term loans within 180 days o
• $1 million — term loans within 180 days of signing, $1 million of which has been already been committe
• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), then issuab
• $0.4582 — outstanding, at a conversion price of $ $0.4582 per share of Common Stock (the "Convers
• $13.3 million — ceeds to the Company were approximately $13.3 million. The Term Loan Agreement contains cus
• $29,127,177 — ") in the aggregate principal amount of $29,127,177. The Amendment and Exchange Agreement p
• $5,102,000 — es in the aggregate principal amount of $5,102,000 and $1,836,720, respectively. The New
• $1,836,720 — gate principal amount of $5,102,000 and $1,836,720, respectively. The New Debentures prov
• $30 m — ash proceeds to the Company of at least $30 million, an alternate conversion price at
• $0.0878 — and (2) the greater of a floor price of $0.0878 (subject to adjustment as provided ther

Filing Documents

• ea192745-8k425_nauticus.htm (8-K) — 83KB
• ea192745ex10-1_nauticus.htm (EX-10.1) — 395KB
• ea192745ex10-2_nauticus.htm (EX-10.2) — 396KB
• ea192745ex10-3_nauticus.htm (EX-10.3) — 60KB
• ea192745ex10-4_nauticus.htm (EX-10.4) — 89KB
• ea192745ex10-5_nauticus.htm (EX-10.5) — 130KB
• ea192745ex10-6_nauticus.htm (EX-10.6) — 271KB
• ea192745ex10-7_nauticus.htm (EX-10.7) — 49KB
• ea192745ex10-8_nauticus.htm (EX-10.8) — 48KB
• ea192745ex10-9_nauticus.htm (EX-10.9) — 83KB
• ea192745ex10-10_nauticus.htm (EX-10.10) — 196KB
• ea192745ex10-11_nauticus.htm (EX-10.11) — 34KB
• ea192745ex10-12_nauticus.htm (EX-10.12) — 34KB
• ea192745ex99-1_nauticus.htm (EX-99.1) — 17KB
• 0001213900-24-009851.txt ( ) — 2494KB
• kitt-20240130.xsd (EX-101.SCH) — 3KB
• kitt-20240130_def.xml (EX-101.DEF) — 26KB
• kitt-20240130_lab.xml (EX-101.LAB) — 36KB
• kitt-20240130_pre.xml (EX-101.PRE) — 25KB
• ea192745-8k425_nauticus_htm.xml (XML) — 5KB

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. Item 3.02. Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. The transactions described herein were undertaken in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D. Item 7.01. Regulation FD Disclosure. On February 5, 2024, the Company issued a press release announcing, among other matters, the entry into the transactions described herein. The press release is attached hereto and furnished as Exhibit 99.1 to this Current Report. The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1* Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto 10.2* Pledge and Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, I

View Full Filing

View this 8-K filing on SEC EDGAR