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.

item 1.01 item 1.02 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nauticus Robotics, Inc. entered into Exchange Agreements with certain institutional investors (effective 2025-12-03).

Action: entry
Agreement: notes offering
Counterparty: certain institutional investors
Effective: 2025-12-03

Exact text from the filing

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”)

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Nauticus Robotics, Inc. filing history →

Source: SEC EDGAR

accession 0001849820-25-000296

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