KITT raises up to $7.8M via 10% Series B Preferred; conversion at $0.9181

Q: How much capital will Nauticus Robotics (KITT) raise from the Series B Preferred?

The company will receive $2.94 million at the initial closing and may raise up to $7.84 million if the investor exercises the additional purchase option.

Q: What dividend does the Series B Preferred carry?

Holders receive a 10% annual dividend , payable in shares or by increasing stated value; it rises to 18% after a Triggering Event.

Q: When must Nauticus seek shareholder approval for additional share issuances?

The company must obtain approval by 3 November 2025 to issue shares below the fixed conversion price.

Q: Do Series B holders have voting rights?

No. The Series B Preferred carries no voting power except in limited protective provisions stated in the Certificate of Designations.

[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nauticus Robotics (KITT) filed an 8-K announcing a private placement of Series B Convertible Preferred Stock. On 6 Aug 2025 the company signed a Securities Purchase Agreement with a single institutional investor to issue 3,000 Series B shares at $980 each, raising $2.94 million at the initial closing (expected 7 Aug 2025). The investor may purchase up to an additional 5,000 shares, bringing total gross proceeds to $7.84 million.

Key terms of the Series B Preferred:

Stated value: $1,000; issue price: $980 (2% discount).
Dividend: 10% p.a., payable in common shares or capitalized; escalates to 18% upon Triggering Events.
Seniority: Ranks senior to all existing equity, including Series A.
Conversion price: fixed at $0.9181; holder may elect an Alternate Conversion Price as low as the greater of $0.1836 floor or 98% of the 10-day VWAP, creating a downward-adjustable feature.
Company must reserve 100% of shares needed for conversion and seek shareholder approval by 3 Nov 2025 for potential issuances below the fixed price.
Optional company redemption and change-of-control exchange require 25% premiums; Bankruptcy Triggering Events mandate immediate cash redemption on similar terms.

The securities are issued under Section 4(a)(2)/Reg D and are unregistered, restricted shares. No voting rights are attached to the Series B, but extensive covenants limit additional debt, dividends, and senior securities. Exhibit 3.1 provides the Certificate of Designations; Exhibit 10.1 contains the purchase agreement.

Nauticus Robotics(KITT)電� 8-K 氤搓碃靹滊ゼ鞝滌稖頃橃棳鞁滊Μ歃� B 鞝勴櫂鞖办劆欤� 靷 氚滍枆鞚� 氚滍憸頄堨姷雼堧嫟. 2025雲� 8鞗� 6鞚� 須岇偓電� 雼澕旮瓣磤韴瀽鞛愳檧歃濌秾甑Г 瓿勳暯鞚� 觳搓舶頃橃棳鞁滊Μ歃� B 欤检嫕 3,000欤茧ゼ欤茧嫻 980雼煬鞐� 氚滍枆頃橂┌, 齑堦赴韥措歆�(鞓堨爼鞚�: 2025雲� 8鞗� 7鞚�)鞐愳劀 294毵� 雼煬毳� 臁半嫭頄堨姷雼堧嫟. 韴瀽鞛愲姅斓滊寑於旉皜 5,000欤茧ゼ甑Г頃� 靾� 鞛堨柎齑� 齑濎垬鞚奠潃 784毵� 雼煬鞐� 雼暊靾� 鞛堨姷雼堧嫟.

鞁滊Μ歃� B 鞖办劆欤检潣欤检殧臁瓣贝:

氇呺臧€: 1,000雼煬; 氚滍枆臧€: 980雼煬 (2% 頃犾澑).
氚半嫻毳�: 鞐� 10%, 氤错喌欤茧 歆€旮夗晿瓯半倶鞛愲掣頇� 臧€電�; 韸鸽Μ瓯� 鞚措菠韸� 氚滌儩鞁� 18%搿� 靸侅姽.
鞖办劆靾滌渼: 旮办〈氇摖欤检嫕(鞁滊Μ歃� A 韽暔)氤措嫟靸侅渼.
鞝勴櫂臧€: 0.9181雼煬搿� 瓿犾爼; 氤挫湢鞛愲姅 10鞚� VWAP鞚� 98% 霕愲姅 0.1836雼煬欷� 韥� 旮堨暋鞚� 斓滌爛臧€搿� 頃橂姅雽€觳� 鞝勴櫂臧€毳� 靹犿儩頃� 靾� 鞛堨柎頃橅枼臁办爼臧€電�.
須岇偓電� 鞝勴櫂鞐� 頃勳殧頃� 欤检嫕 100%毳� 鞓堨暯頃挫暭頃橂┌, 2025雲� 11鞗� 3鞚缄箤歆€ 欤检＜鞀轨澑鞚� 氚涭晞瓿犾爼臧€瓴� 鞚错晿氚滍枆臧€電レ劚鞚� 頇曤炒頃挫暭頃�.
須岇偓鞚� 靹犿儩鞝� 靸來櫂氚� 歆€氚瓣秾氤€瓴� 鞁� 甑愴櫂鞚€ 25% 頂勲Μ氙胳梽鞖旉惮; 韺岇偘韸鸽Μ瓯� 鞚措菠韸� 氚滌儩鞁� 鞙犾偓臁瓣贝鞙茧 歃夓嫓順勱笀靸來櫂頃勳殧.

歃濌秾鞚€ 靹轨厴 4(a)(2)/Reg D鞐� 霐半澕氚滍枆霅橂┌, 霌彪霅橃 鞎婌潃鞝滍暅欤检嫕鞛呺媹雼�. 鞁滊Μ歃� B電� 鞚橁舶甓岇澊鞐嗢毵�, 於旉皜攵€毂�, 氚半嫻, 靸侅渼歃濌秾氚滍枆鞚� 鞝滍暅頃橂姅甏戨矓鞙勴暅鞎届爼鞚� 韽暔霅橃柎鞛堨姷雼堧嫟. 攵€搿� 3.1鞚€ 歆€鞝� 歃濍獏靹�, 攵€搿� 10.1鞚€ 甑Г 瓿勳暯靹滊ゼ韽暔頃╇媹雼�.

Nauticus Robotics (KITT) a d茅pos茅 un formulaire 8-K annon莽ant un placement priv茅 d'actions privil茅gi茅es convertibles de S茅rie B. Le 6 ao没t 2025, la soci茅t茅 a sign茅 un accord d'achat de titres avec un investisseur institutionnel unique pour 茅mettre 3 000 actions de S茅rie B 脿 980 dollars chacune, levant ainsi 2,94 millions de dollars lors de la cl么ture initiale (pr茅vue le 7 ao没t 2025). L'investisseur peut acqu茅rir jusqu'脿 5 000 actions suppl茅mentaires, portant le produit brut total 脿 7,84 millions de dollars.

Principaux termes des actions privil茅gi茅es de S茅rie B :

Valeur nominale : 1 000 $ ; prix d'茅mission : 980 $ (remise de 2 %).
Dividende : 10 % par an, payable en actions ordinaires ou capitalis茅 ; augmente 脿 18 % en cas d'茅v茅nements d茅clencheurs.
Priorit茅 : sup茅rieur 脿 toutes les actions existantes, y compris la S茅rie A.
Prix de conversion : fix茅脿 0,9181 $ ; le d茅tenteur peut choisir un prix de conversion alternatif au moins 茅gal au plus 茅lev茅 entre un plancher de 0,1836 $ ou 98 % de la moyenne pond茅r茅e des prix sur 10 jours, offrant une fonctionnalit茅 ajustable 脿 la baisse.
La soci茅t茅 doit r茅server 100 % des actions n茅cessaires 脿 la conversion et obtenir l'approbation des actionnaires avant le 3 novembre 2025 pour d'茅ventuelles 茅missions en dessous du prix fixe.
Le rachat optionnel par la soci茅t茅 et l'茅change en cas de changement de contr么le exigent des primes de 25 % ; les 茅v茅nements d茅clencheurs de faillite imposent un rachat imm茅diat en esp猫ces selon des conditions similaires.

Les titres sont 茅mis en vertu de la Section 4(a)(2)/R猫glement D et sont des actions non enregistr茅es et restreintes. Les actions de S茅rie B ne conf猫rent pas de droits de vote, mais des engagements 茅tendus limitent la dette suppl茅mentaire, les dividendes et les titres seniors. L'Exhibit 3.1 contient le certificat de d茅signation ; l'Exhibit 10.1 comprend l'accord d'achat.

Positive

Immediate capital infusion of $2.94 M, expandable to $7.84 M, strengthens short-term liquidity.
No additional voting dilution; Series B carries no voting rights, preserving common shareholder control.
Senior equity rather than debt avoids new leverage on the balance sheet.

Negative

High 10% dividend (up to 18% on default) increases cash or share outflows.
Adjustable conversion price down to $0.1836 could trigger significant dilution at lower share prices.
25% redemption premiums and restrictive covenants suggest costly capital and limited financing flexibility.
Series B ranks senior to all existing equity, subordinating common and Series A holders.

Insights

TL;DR: Dilutive financing raises $2.9鈥�$7.8 M, high 10鈥�18% dividend and floor-priced conversion heighten dilution and indicate constrained liquidity.

The structure resembles distressed PIPE financing. Although the cash injection provides near-term liquidity, the 10% dividend, 25% redemption premium and floor-based alternate conversion expose common shareholders to meaningful dilution if KITT鈥檚 share price weakens. Adjustable pricing and mandatory share reserve virtually guarantee share issuance pressure. Ranking senior to all equity further subordinates existing holders. The filing lacks use-of-proceeds detail, suggesting proceeds are for general working capital. Overall, terms favor the investor and point to limited conventional funding options.

TL;DR: Cash raise helpful but covenant-heavy preferred may cap upside; impact is mixed for equity holders.

The deal secures up to $7.8 M without immediate debt, improving runway. Absence of voting rights limits governance disruption. However, mandatory share reserve, possible conversion down to $0.1836, and accelerated dividends on Triggering Events impose ongoing overhang. Covenants restricting additional leverage or dividends could aid balance-sheet discipline yet signal lender caution. Net effect is neutral to slightly negative for common equity risk-reward.

鞁滊Μ歃� B 鞖办劆欤检潣欤检殧臁瓣贝:

氇呺臧€: 1,000雼煬; 氚滍枆臧€: 980雼煬 (2% 頃犾澑).
氚半嫻毳�: 鞐� 10%, 氤错喌欤茧 歆€旮夗晿瓯半倶鞛愲掣頇� 臧€電�; 韸鸽Μ瓯� 鞚措菠韸� 氚滌儩鞁� 18%搿� 靸侅姽.
鞖办劆靾滌渼: 旮办〈氇摖欤检嫕(鞁滊Μ歃� A 韽暔)氤措嫟靸侅渼.
鞝勴櫂臧€: 0.9181雼煬搿� 瓿犾爼; 氤挫湢鞛愲姅 10鞚� VWAP鞚� 98% 霕愲姅 0.1836雼煬欷� 韥� 旮堨暋鞚� 斓滌爛臧€搿� 頃橂姅雽€觳� 鞝勴櫂臧€毳� 靹犿儩頃� 靾� 鞛堨柎頃橅枼臁办爼臧€電�.
須岇偓電� 鞝勴櫂鞐� 頃勳殧頃� 欤检嫕 100%毳� 鞓堨暯頃挫暭頃橂┌, 2025雲� 11鞗� 3鞚缄箤歆€ 欤检＜鞀轨澑鞚� 氚涭晞瓿犾爼臧€瓴� 鞚错晿氚滍枆臧€電レ劚鞚� 頇曤炒頃挫暭頃�.
須岇偓鞚� 靹犿儩鞝� 靸來櫂氚� 歆€氚瓣秾氤€瓴� 鞁� 甑愴櫂鞚€ 25% 頂勲Μ氙胳梽鞖旉惮; 韺岇偘韸鸽Μ瓯� 鞚措菠韸� 氚滌儩鞁� 鞙犾偓臁瓣贝鞙茧 歃夓嫓順勱笀靸來櫂頃勳殧.

Principaux termes des actions privil茅gi茅es de S茅rie B :

Valeur nominale : 1 000 $ ; prix d'茅mission : 980 $ (remise de 2 %).
Dividende : 10 % par an, payable en actions ordinaires ou capitalis茅 ; augmente 脿 18 % en cas d'茅v茅nements d茅clencheurs.
Priorit茅 : sup茅rieur 脿 toutes les actions existantes, y compris la S茅rie A.
Prix de conversion : fix茅脿 0,9181 $ ; le d茅tenteur peut choisir un prix de conversion alternatif au moins 茅gal au plus 茅lev茅 entre un plancher de 0,1836 $ ou 98 % de la moyenne pond茅r茅e des prix sur 10 jours, offrant une fonctionnalit茅 ajustable 脿 la baisse.
La soci茅t茅 doit r茅server 100 % des actions n茅cessaires 脿 la conversion et obtenir l'approbation des actionnaires avant le 3 novembre 2025 pour d'茅ventuelles 茅missions en dessous du prix fixe.
Le rachat optionnel par la soci茅t茅 et l'茅change en cas de changement de contr么le exigent des primes de 25 % ; les 茅v茅nements d茅clencheurs de faillite imposent un rachat imm茅diat en esp猫ces selon des conditions similaires.

08/07/2025 - 07:23 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 942-9069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On August 6, 2025, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and a certain institutional investor (“Investor”), pursuant to which the Company agrees to issue and sell in a private offering to Investor shares of Series B Convertible Preferred Stock of the Company, $0.0001 par value (the “Series B Preferred Stock”), at a price per share of $980 (the “Preferred Offering”) for an aggregate purchase price of $2,940,000. The Preferred Offering also relates to the offering of the shares of the Company’s common stock (the “Common Stock”) issuable upon the conversion of or otherwise pursuant to the terms of the Series B Preferred Stock). The Preferred Offering is expected to close on August 7, 2025.

In addition, by written notice from Investor to the Company and subject to other terms and conditions set forth in the Purchase Agreement, the Company shall issue and sell to Investor, at one or more additional closings, up to 5,000 additional shares of Series B Preferred Stock for an aggregate maximum purchase price of $4,900,000.

Series B Preferred Stock

On the initial closing date of the Preferred Offering, the Company will designate 50,000 shares of the Company’s authorized and unissued preferred stock as Series B Preferred Stock (“Preferred Shares”) and establish the rights, preferences and privileges of the Series B Preferred Stock pursuant to the Certificate of Designations of Rights and Preferences of the Series B Preferred Stock (the “Certificate of Designations”), to be filed with the Secretary of State of the State of Delaware, as summarized below:

General. Each share of Series B Preferred Stock has a stated value of $1,000 per share and, when issued, the Series B Preferred Stock will be fully paid and non-assessable.

Ranking. The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company, unless the Required Holders (as defined in the Purchase Agreement) consent to the creation of other capital stock of the Company that is senior or on parity in rank (which, for the avoidance of doubt, such parity stock shall include the Series A Convertible Preferred Stock, $0.0001 par value, of the Company) to the Series B Preferred Stock.

Dividends. The holders of Series B Preferred Stock will be entitled to a 10% 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, when and if actually paid. The dividends are payable to each record holder of the Series B Preferred Stock in shares of Common Stock so long as there has been no Equity Conditions Failure (as defined in the Certificate of Designations), and the Company may, at its option, under certain circumstances, capitalize the dividend by increasing the stated value of each Preferred Shares or elect a combination of the capitalized dividend and a payment in dividend shares.

Purchase Rights. If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series B Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series B Preferred Stock held by such holder immediately prior to the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights at the Alternate Conversion Price (as defined below); subject to certain limitations on beneficial ownership.

Conversion Rights

Conversion at Option of Holder. At any time from and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), each holder of Series B Preferred Stock may convert all, or any part, of the outstanding Series B Preferred Stock, at any time at such holder’s option, into shares of the Common Stock (which converted shares of Common Stock are referred to as “Conversion Shares” herein) at the fixed “Conversion Price” of $0.9181, which is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions.The amounts to be converted include unpaid dividends and other charges for the Preferred Shares.

Voluntary Adjustment Right. Subject to the rules and regulations of the Nasdaq, the Company has the right, at any time, with the written consent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the board of directors of the Company (the “Board”).

Alternate Conversion at the Holder’s Election. At any time after the Initial Issuance Date, a holder may elect to convert the Series B Preferred Stock held by such holder at the “Alternate Conversion Price” equal to the lesser of:

•the Conversion Price; and

•the greater of:

◦the floor price of $0.1836 (the “Floor Price”); and

◦98% of the lowest volume weighted average price ("VWAP") of the Common Stock during the 10 consecutive trading days immediately prior to such conversion.

Alternate Conversion Upon a Triggering Event. Following the occurrence and during the continuance of a Triggering Event (as defined below), each holder may alternatively elect to convert the Series B Preferred Stock at the “Alternate Conversion Price”.

The Certificate of Designations contains standard and customary triggering events (each, a “Triggering Event” including certain Bankruptcy Triggering Event (as defined therein)), including but not limited to: (i) the suspension from trading or the failure to list the Common Stock within certain time periods; (ii) failure to declare or pay any dividend when due; (iii) the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness (as defined in the Purchase Agreement) of the Company, (iv) the Company’s failure to cure a conversion failure of failure to deliver shares of the Common Stock upon conversion, or notice of the Company’s intention not to comply with a request for conversion of any Series B Preferred Stock, and (v) bankruptcy or insolvency of the Company.

From and after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased to the lesser of 18% per annum and the maximum rate permitted under applicable law.

If at the time of a conversion the Alternate Conversion Price is determined to be the Floor Price because such Floor Price is greater than 98% of the lowest VWAP of a share of Common Stock during the ten (10) trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, then the Conversion Amount (as defined in the Certificates of Designations), shall automatically increase pro rata, by the applicable Alternate Conversion Floor Amount (as defined therein).

Other Adjustments. In connection with the Preferred Offering, the Company has agreed to seek stockholder approval at a special meeting of stockholders to be held not later than November 3, 2025 of the issuance of all of the Conversion Shares issuable pursuant to the Purchase Agreement at a conversion price below the Conversion Price in compliance with the rules and regulations of the Nasdaq Capital Market (the date of such approval, the “Stockholder Approval Date”). If, at any time on or after the date of the Purchase Agreement, the Company issues any shares of Common Stock for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance, the Conversion Price shall be reduced to the New Issuance Price.

If on either of (i) the 30th calendar day after the Initial Issuance Date or (ii) the 60th calendar day after the Initial Issuance Date, as applicable, (each, an “Adjustment Date”), the Conversion Price then in effect is greater than the greater of (A) the Floor Price and (B) the Market Price (as defined therein) then in effect (each an “Adjustment Price”), on such Adjustment Date the Conversion Price shall automatically lower to such Adjustment Price.

Bankruptcy Triggering Event Redemption Right. Upon any Bankruptcy Triggering Event, the Company shall immediately redeem in cash all amounts due under the Series B Preferred Stock at a redemption price equal to the greater of (1) a 25% redemption premium on the Conversion Amount to be redeemed; and (2) the product of (X) the Conversion Rate (calculated using the lowest Alternate Conversion Price during the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the date the Company makes the entire redemption payment), multiplied by (Y) the equity value at a 25% redemption premium, unless the holder waives such right to receive such payment. The equity value of the Common Stock underlying the Series B Preferred Stock is calculated using the greatest closing sale price of the Common Stock on any trading day during the period commencing on the trading day immediately preceding such Bankruptcy Triggering Event and ending on the date the Company makes the entire payment required.

Change of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange such holder’s shares of Series B Preferred Stock for consideration equal to the Change of Control Election Price (as defined in the Certificate of Designations), to be satisfied at the Company’s election in either (x) cash or (y) rights

convertible into such securities or other assets to which such holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such holder upon consummation of such corporate event.

Company Optional Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of Series B Preferred Stock then outstanding at a 25% redemption premium to the greater of (i) the Conversion Amount being redeemed, and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Common Stock underlying the Series B Preferred Stock. The equity value of the Common Stock underlying the Series B Preferred Stock is calculated using the greatest closing sale price of the Common Stock on any trading day during the period commencing on the trading day immediately preceding the date the Company notifies the holders of the Company’s election to redeem and ending on the trading day immediately prior to the date the Company makes the entire payment required.

Fundamental Transactions. The Certificate of Designations prohibits the Company from entering specified fundamental transactions (including, without limitation, mergers, business combinations and similar transactions) unless the Company (or the Company’s successor) assumes in writing all of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as defined in the Certificate of Designations).

Voting Rights. The holders of the Series B 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 Certificate of Designations (or as otherwise required by applicable law).

Covenants. The Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities. In particular, the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend or distribution on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not incur any indebtedness other than ordinary course trade payables or, subject to certain exceptions, incur any liens. In addition, the Company will not issue any Preferred Shares (except as contemplated in the Purchase Agreement) or issue any other securities that would cause a breach or default under the Certificate of Designations.

Reservation Requirements. So long as any Series B Preferred Stock remains outstanding, the Company shall at all times reserve at least 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all Series B Preferred Stock then outstanding.

The foregoing descriptions of each of the transaction documents described in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the complete text thereof, copies of which are filed as Exhibits to this Current Report and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. The issuance of the securities offered in the Preferred Offering pursuant to the Purchase Agreement will not be registered under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration in entering into the Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part on representations made by Investor. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

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.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit						Description
3.1						Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc
10.1*+						Securities Purchase Agreement dated August 6, 2025, by and among Nauticus Robotics, Inc. and each of the investors listed on the Schedule of Buyers thereto.

* 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: August 7, 2025	Nauticus Robotics, Inc.

	By:	/s/ John Symington
		Name:	John Symington
		Title:	General Counsel

Source:

FAQ

How much capital will Nauticus Robotics (KITT) raise from the Series B Preferred?

The company will receive $2.94 million at the initial closing and may raise up to $7.84 million if the investor exercises the additional purchase option.

What is the fixed conversion price for the Series B Preferred?

Each share can convert into common stock at a fixed price of $0.9181, subject to downward adjustments.

What dividend does the Series B Preferred carry?

Holders receive a 10% annual dividend, payable in shares or by increasing stated value; it rises to 18% after a Triggering Event.

When must Nauticus seek shareholder approval for additional share issuances?

The company must obtain approval by 3 November 2025 to issue shares below the fixed conversion price.

Do Series B holders have voting rights?

No. The Series B Preferred carries no voting power except in limited protective provisions stated in the Certificate of Designations.

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[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

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How much capital will Nauticus Robotics (KITT) raise from the Series B Preferred?

What is the fixed conversion price for the Series B Preferred?

What dividend does the Series B Preferred carry?

When must Nauticus seek shareholder approval for additional share issuances?

Do Series B holders have voting rights?

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[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

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FAQ

How much capital will Nauticus Robotics (KITT) raise from the Series B Preferred?

What is the fixed conversion price for the Series B Preferred?

What dividend does the Series B Preferred carry?

When must Nauticus seek shareholder approval for additional share issuances?

Do Series B holders have voting rights?

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