Nauticus Robotics, INC. 8-K Filing

Ticker: KITTW · Form: 8-K · Filed: Dec 4, 2025 · CIK: 1849820

Nauticus Robotics, INC. 8-K Filing Summary
FieldDetail
CompanyNauticus Robotics, INC. (KITTW)
Form Type8-K
Filed DateDec 4, 2025
Pages10
Reading Time12 min
Key Dollar Amounts$1,000, $0.0001, $0, $0.19, $500,000
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 4, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $1,000 (C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series); $0.0001 (e Series A Convertible Preferred Stock, $0.0001 par value, of the Company and Series B); $0 (ein) at the fixed "Conversion Price" of $0.95, which is subject to proportional ad); $0.19 (nd the greater of: the floor price of $0.19 (the "Floor Price"); and 98% of the lo); $500,000 (to maturity of at least an aggregate of $500,000 of Indebtedness (as defined in the Exch).

How long is this filing?

Nauticus Robotics, INC.'s 8-K filing is 10 pages with approximately 2,975 words. Estimated reading time is 12 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: 2,975 words · 12 min read · ~10 pages · Grade level 16.1 · Accepted 2025-12-03 20:57:57

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment and Exchange Agreements On December 3, 2025, Nauticus Robotics, Inc., a Delaware corporation (the "Company"), and certain institutional investors each entered into an Amendment and Exchange Agreement (collectively, the "Exchange Agreements"), by and among the Company and a certain institutional investor, pursuant to which such investor may exchange (collectively, the "Exchanges"), in one or more exchanges, portions of certain secured convertible term loans of the Company (the "Existing Convertible Securities") and certain original issue discount senior secured convertible debentures due 2026 of the Company (the "Existing Debentures", and together with the Existing Convertible Securities, the "Existing Securities"), into 3,814 of Series C preferred convertible stock (the "Series C Preferred Stock"), as set forth and subject to the terms and conditions in the Exchange Agreements, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). In addition, by written notice from holders of the Existing Securities to the Company and subject to other terms and conditions set forth in the Exchange Agreements, the Company shall exchange additional portion of the amounts outstanding under the Existing Securities as set forth in such notice into shares of Series C Preferred Stock, through one or more additional Exchanges, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. The Exchange Agreements further amended the Securities Purchase Agreement dated as of August 6, 2025, as amended (the "Securities Purchase Agreement"), and contained certain covenants of the Company to, among other items, hold one or more stockholder meetings no later than March 3, 2026 seeking stockholders' approval in respect of (w) one or more reverse stock splits over the next 12 months up to an aggregate ratio o

02 Termination of a Material Definitive Agreement

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.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities . The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference 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 1.01 related to the Certificate of Designation and Exhibit 3.1 are 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. The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 3.1 Form of Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc 10.1* Form of Amendment and Exchange Agreement, dated as of December 3, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein. 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. 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 3, 2025 Nauticus Robotics, Inc. By: /s/ John Symington Name: John Symington Title: General Counsel

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