Nauticus Robotics Files 8-K: Material Agreement & Equity Sales

Ticker: KITTW · Form: 8-K · Filed: Oct 27, 2025 · CIK: 1849820

Nauticus Robotics, INC. 8-K Filing Summary
FieldDetail
CompanyNauticus Robotics, INC. (KITTW)
Form Type8-K
Filed DateOct 27, 2025
Risk Levelmedium
Pages9
Reading Time11 min
Key Dollar Amounts$250.0 million, $0.0001, $100,000, $6.00, $1,944.00
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

Nauticus Robotics inked a big deal and sold some stock on Oct 24th. Big moves ahead.

AI Summary

Nauticus Robotics, Inc. announced on October 24, 2025, the entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other event information. This filing is related to their operations and financial activities.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

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

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Nauticus Robotics, Inc. on October 24, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.

What type of equity securities were sold in the unregistered sales by Nauticus Robotics, Inc.?

The filing mentions unregistered sales of equity securities, specifically referencing 'CommonStockMember' and 'WarrantMember' on October 24, 2025, but does not provide further details on the transaction.

What is the significance of the 'Regulation FD Disclosure' item in this 8-K filing?

Regulation FD (Fair Disclosure) ensures that material non-public information is broadly disseminated to the public, suggesting this filing may contain information previously shared selectively.

When did Nauticus Robotics, Inc. change its name from cleantech Acquisition Corp.?

Nauticus Robotics, Inc. changed its name from cleantech Acquisition Corp. on March 8, 2021.

Where are Nauticus Robotics, Inc.'s principal executive offices located?

Nauticus Robotics, Inc.'s principal executive offices are located at 17146 Feathercraft Lane, Suite 450, Webster, TX 77598.

Filing Stats: 2,731 words · 11 min read · ~9 pages · Grade level 13.7 · Accepted 2025-10-27 09:00:00

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Facility Agreement On October 24, 2025, Nauticus Robotics, Inc., a Delaware corporation (the "Company") entered into an equity purchase facility agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with a certain institutional investor ("Investor"), pursuant to which the Investor has committed to purchase up to $250.0 million of the Company's common stock, par value $0.0001 per share (the "Common Stock"). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $250.0 million (the "Commitment Amount") in shares of Common Stock. Such sales of Common Stock by the Company, if any, are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over a period of up to 24 months, commencing on the date of the Purchase Agreement (such period, the "Commitment Period"). During the Commitment Period, the Company may from time to time, by written notice delivered by the Company to the Investor (each, an "Advance Notice"), direct the Investor to purchase a number of shares of Common Stock up to the Maximum Advance Amount (as defined therein) as set forth in the Advance Notice, subject to limitations and adjustments as set forth in the Purchase Agreement. The prices at which such shares will be sold will be based on the applicable Market Price (as defined therein). Unless earlier terminated as provided under the Purchase Agreement, the term of the facility provided under the Purchase Agreement expires on the earlier to occur of (i) the first day of the next month following the 24-month anniversary of the first trading date after the date of the Purchase Agreement (the "Effective Date"), (ii) the date on w

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities . The information contained in Item 1.01 of this Current Report on Form 8-K under the caption "Equity Purchase Facility Agreement" and the information contained in Items 7.01 and 8.01 is incorporated by reference in this Item 3.02.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 27, 2025, the Company issued a press release announcing that it has entered into an agreement with existing debtholders to convert $3.7M of debt into common equity. The press release is attached hereto and furnished as Exhibit 99.1 to this Current Report. On October 27, 2025, the Company issued a press release announcing that it has entered into the $250 million equity line of credit (ELOC) facility. The press release is attached hereto and furnished as Exhibit 99.2 to this Current Report. The information provided in this Item 7.01, including the accompanying Exhibits 99.1 and 99.2, 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.

01. Other Events

Item 8.01. Other Events. On October 24, 2025, the Company entered into a Letter of Intent (the "LOI") with certain holders of debt securities of the Company (the "Holders"). Pursuant to the LOI, the Holders will exchange certain existing debt securities (the "Existing Debt") issued by the Company for certain convertible preferred stock of the Company (the "Exchange"). Final terms and conditions, including those customary for transactions such as the Exchange, will be contained within the definitive agreements governing such Exchange, including, but not limited to, an exchange agreement and a certificate of designation for a new series of convertible preferred stock of the Company. The LOI is filed herewith as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1*+ Equity Purchase Facility Agreement, as of dated October 24, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein. 10.2+ Registration Rights Agreement, dated as of October 24 , 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.. 10.3+ Amendment Agreement, dated October 25 , 2025, by and among Nauticus Robotics, Inc. and the lenders signatories thereto. 99.1 Press Release dated October 27, 2025 99.2 Press Release dated October 27, 2025. 99.3 Letter of Intent dated October 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. + Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. 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: October 27, 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

View on Read The Filing