Nauticus Robotics, INC. 8-K Filing

Ticker: KITTW · Form: 8-K · Filed: Dec 27, 2024 · CIK: 1849820

Nauticus Robotics, INC. 8-K Filing Summary
FieldDetail
CompanyNauticus Robotics, INC. (KITTW)
Form Type8-K
Filed DateDec 27, 2024
Pages4
Reading Time5 min
Key Dollar Amounts$1,000, $1
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Nauticus Robotics, INC. (ticker: KITTW) to the SEC on Dec 27, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $1,000 (A Preferred Stock has a stated value of $1,000 per share and, when issued, the Series); $1 (tock at the fixed "Conversion Price" of $1.23, which is subject to proportional ad).

How long is this filing?

Nauticus Robotics, INC.'s 8-K filing is 4 pages with approximately 1,147 words. Estimated reading time is 5 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 12.8 · Accepted 2024-12-27 06:13:12

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement The information in Item 5.03 of this Current Report on Form 8-K (this "Report") related to the exchange and the issuance of the Series A Preferred Stock (as defined below) is incorporated by reference herein.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement The information in Item 5.03 of this Report related to the exchange transactions is incorporated by reference herein.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities . The information in Item 5.03 of this Report related to the exchange and the issuance of the Series A Preferred Stock is incorporated by reference herein. The exchange transactions described herein were undertaken in reliance upon the exemptions from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 related to the Series A Certificate of Designation (as defined below) and Exhibit 3.1 is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, Nauticus Robotics, Inc., a Delaware corporation (the "Company") entered into the Second Amendment and Exchange Agreement (the "Exchange Agreement"), by and among the Company and certain institutional investors, pursuant to which such investors would exchange the remaining portion of the amount outstanding under the 5% original issue discount senior secured convertible debentures (the "Existing Notes") and certain other amounts outstanding with respect thereto, into shares of Series A preferred convertible stock (the "Series A Preferred Stock"), subject to certain adjustments, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 26, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the "Series A Certificate of Designation") and designated 40,000 shares of Series A Preferred Stock. Under the terms of the Series A Certificate of Designation, each share of Series A Preferred Stock has a stated value of $1,000 per share and, when issued, the Series A Preferred Stock will be fully paid and non-assessable. The holders of Series A Preferred Stock will be entitled to a 5% per annum dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock of the Company, when and if actually paid. The holders of the Series A Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Series A C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Description 3.1 Certificate of Designation of Series A Convertible Preferred Stock of Nauticus Robotics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 27, 2024 Nauticus Robotics, Inc. By: /s/ John Symington Name: John Symington Title: General Counsel

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