Nauticus Robotics Files 8-K on Material Agreements

Ticker: KITTW · Form: 8-K · Filed: Dec 9, 2025 · CIK: 1849820

Nauticus Robotics, INC. 8-K Filing Summary
FieldDetail
CompanyNauticus Robotics, INC. (KITTW)
Form Type8-K
Filed DateDec 9, 2025
Risk Levelmedium
Pages3
Reading Time3 min
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

Nauticus Robotics (NR) filed an 8-K detailing new material agreements and equity sales as of Dec 3rd.

AI Summary

Nauticus Robotics, Inc. filed an 8-K on December 9, 2025, reporting on events that occurred on December 3, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. It also mentions amendments to articles of incorporation or bylaws and financial statements.

Why It Matters

This 8-K filing signals significant corporate actions by Nauticus Robotics, including potential new agreements and changes affecting its shareholders.

Risk Assessment

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

Key Players & Entities

FAQ

What was the specific nature of the material definitive agreement reported?

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

What type of equity securities were sold unregistered?

The filing mentions unregistered sales of equity securities, but the specific type of securities is not detailed here.

What modifications were made to the rights of security holders?

The filing notes material modifications to the rights of security holders, but the exact changes are not specified in this overview.

Were there any amendments to Nauticus Robotics' articles of incorporation or bylaws?

Yes, the filing indicates that there were amendments to articles of incorporation or bylaws.

What is the significance of the former company name 'cleantech Acquisition Corp.'?

Nauticus Robotics, Inc. was formerly known as cleantech Acquisition Corp., with a name change occurring on March 8, 2021.

Filing Stats: 785 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2025-12-09 16:05:38

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 issuance of the Series C Preferred Stock (as defined below) 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 issuance of the Series C Preferred Stock is incorporated by reference herein. The exchanges 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"). 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 C 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 by the Company in its filings with the SEC, on December 3, 2025, the Company entered into the Amendment and Exchange Agreements (the "Exchange Agreements"), by and among the Company and certain institutional investors, pursuant to which such investors 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 shares 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"). On December 3, 2025, the Company filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware, and the Company and three (3) institutional investors closed the Exchange. The Company issued 3,814 shares of Series C Preferred Stock to such investors.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 3.1 Certificate of Designations of Rights and Preferences of Series C 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 9, 2025 Nauticus Robotics, Inc. By: /s/ John Symington Name: John Symington Title: General Counsel

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