Nauticus Robotics Files 8-K on Financial Obligations & Equity

TL;DR

Nauticus Robotics just dropped an 8-K detailing new financial obligations and equity sales. Big moves happening.

AI Summary

Nauticus Robotics, Inc. entered into a material definitive agreement on December 27, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities and material modifications to the rights of security holders. This filing follows a name change from Cleantech Acquisition Corp. on March 8, 2021.

Why It Matters

This 8-K filing indicates significant financial and structural changes for Nauticus Robotics, Inc., potentially impacting its financial obligations and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant
• Cleantech Acquisition Corp. (company) — Former company name
• December 27, 2024 (date) — Date of earliest event reported
• March 8, 2021 (date) — Date of name change

FAQ

Filing Documents

• kitt-20241227.htm (8-K) — 31KB
• 0001849820-25-000005.txt ( ) — 203KB
• kitt-20241227.xsd (EX-101.SCH) — 2KB
• kitt-20241227_def.xml (EX-101.DEF) — 17KB
• kitt-20241227_lab.xml (EX-101.LAB) — 29KB
• kitt-20241227_pre.xml (EX-101.PRE) — 17KB
• kitt-20241227_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information in Item 3.02 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 3.02 of this Report related to the exchange transactions is incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 3.02 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 . 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. For details about the terms of the Exchange Agreement and the Series A Preferred Stock, please see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024 and December 27, 2024. On December 27, 2024, the Company and one institutional investor closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to such investor. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to two other investors, respectively. These shares of the Preferred Stock are convertible into shares of the Company's common stock, subject to a beneficial ownership cap of 9.9% of the issued and outstanding common stock of the Company (with the exception to one investor), and to the stockholder approval requirement pursuant to Nasdaq rule 5635. 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 Repo

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 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: January 3, 2025 Nauticus Robotics, Inc. By: /s/ John Symington Name: John Symington Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR