8-K
filed February 9, 2026, 6:59 PM ET
ticker KITT
CIK 0001849820
other material
confidence high
sentiment positive
materiality 0.70
Nauticus Robotics, Inc. (KITT): debt financing — Nauticus Robotics announces up to $50M strategic investment from Master Investment Group for UAE hub
Nauticus Robotics, Inc.
- Up to $50M strategic investment from Master Investment Group to establish UAE manufacturing and offshore robotics hub.
- Initial $3M tranche for UAE startup; additional capital subject to milestones and approvals.
- Also issued $2M convertible debenture due Sept 2026 at conversion price $0.5942.
- Series D preferred stock carries 10% dividend, conversion price lower of $0.89 or VWAP, redeemable at 110%.
- Lock-up period of 2 years on conversion shares; exercise cap at 19.99% of pre-deal shares.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Nauticus Robotics, Inc. incurred convertible notes of aggregate principal amount of $2,000,000.00 with an institutional investor maturing September 9, 2026.
- Instrument
- convertible notes
- Principal
- aggregate principal amount of $2,000,000.00
- Counterparty
- an institutional investor
- Maturity
- September 9, 2026
- Event
- incurrence
Exact text from the filing
On February 9, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $2,000,000.00 (the “Additional Note”), to an institutional investor ("Investor"), which is convertible into 3,365,871 shares of common stock of the Company calculated at a conversion price of $0.5942.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Nauticus Robotics, Inc. issued certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) of preferred stock to Master Investment Group for aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000.
- Security
- preferred stock
- Shares
- certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”)
- Purchaser
- Master Investment Group
- Consideration
- aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000
Exact text from the filing
On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Nauticus Robotics, Inc. issued certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Co of warrant to Master Investment Group for part of the Preferred Offering with an aggregate purchase price of up to $3,000,000 for initial preferred shares and potential additional up to $47,000,000.
- Security
- warrant
- Shares
- certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Co
- Purchaser
- Master Investment Group
- Consideration
- part of the Preferred Offering with an aggregate purchase price of up to $3,000,000 for initial preferred shares and potential additional up to $47,000,000
Exact text from the filing
On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Nauticus Robotics, Inc.: Incorporated by reference to Certificate of Designation; no substantive description of amendment provided.
- Change
- fiscal year change
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nauticus Robotics, Inc. entered into Securities Purchase Agreement with Master Investment Group valued at up to $3,000,000 (effective 2026-02-06).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Master Investment Group
- Value
- up to $3,000,000
- Effective
- 2026-02-06
Exact text from the filing
On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).
View on SEC.gov
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