Nauticus Robotics exchanges debt for Series C Preferred with conversion at $0.95, floor $0.19

Nauticus Robotics, Inc.

Exchanges up to 3,814 shares of Series C Preferred Stock for existing convertible debt and debentures.
Series C Preferred: stated value $1,000, conversion price $0.95, floor $0.19, alternative conversion at 98% of 10-day VWAP.
Company must seek stockholder approval by Jan 17, 2026 for share issuances; meetings by Mar 3, 2026 for reverse split up to 250:1 and authorized share increase to 1.5B.
Dividends of 10% per annum on as-if-converted basis; Triggering events increase dividend to 18% and allow alternate conversion.
Company option to redeem all Series C Preferred at 25% premium; holders get 25% premium on bankruptcy triggering event.

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