Nauticus Robotics, Inc. 8-K

What Happened

• Nauticus Robotics (KITT) filed an 8-K (Item 3.02) disclosing that an investor exchanged an existing $2,000,000 original-issue-discount senior secured convertible debenture (issued Feb 9, 2026) for 2,023 shares of the company’s Series C preferred convertible stock. The Exchange was consummated on March 27, 2026 pursuant to Exchange Agreements entered into December 3, 2025. The company relied on the Section 3(a)(9) exemption from registration for the exchange.

Key Details

• Debenture issued: $2,000,000 principal (Existing February Debenture), issued Feb 9, 2026.
• Exchange date: March 27, 2026; Exchange Agreements originally entered Dec 3, 2025.
• Securities issued: 2,023 shares of Series C preferred convertible stock to the investor.
• Regulatory note: Exchange completed in reliance on Section 3(a)(9) of the Securities Act; securities not registered for resale in the U.S. absent registration or an applicable exemption. Report signed by Interim CFO Jimena Begaries.

Why It Matters

• The transaction converts debt into preferred equity, changing the company’s capital structure by reducing outstanding convertible debtholder claims and increasing preferred stock outstanding.
• For investors, this affects leverage and equity composition (and could affect future dilution if the preferred shares are converted), so it’s material to understand alongside other financing and capitalization disclosures.
• The filing is a factual disclosure of the exchange; investors should review Nauticus Robotics’ other SEC filings for broader context on capitalization and potential conversion terms.