Nauticus Robotics Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
$KITT
Industrial Machinery/Components
Industrials
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): March 27, 2026
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Item 3.02 Unregistered Sale of Equity Securities.
As previously disclosed by the Company in its filings with the SEC, on December 3, 2025, the Company entered into those certain Amendment and Exchange Agreements (collectively, the “Exchange Agreements”), by and among the Company and certain institutional investors (each, an “Investor”), pursuant to which each Investor may exchange (each, an "Exchange"), in one or more exchanges, certain original issue discount senior secured convertible debentures due 2026 of the Company (each, an “Existing Debenture”, and collectively, the “Existing Debentures”) into shares of the Company’s Series C preferred convertible stock (the “Series C Preferred Stock”). On February 9, 2026, the Company issued an Existing Debenture in the aggregate principal amount of $2,000,000 (the “Existing February Debenture”) to an Investor. On March 27, 2026, such Investor and the Company consummated an Exchange pursuant to the Exchange Agreement by and between the Company and such Investor, whereby the Investor exchanged all of the principal amount of the Existing February Debenture into 2,023 shares of Series C Preferred Stock, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Upon consummation of the Exchange, the Company issued 2,023 shares of Series C Preferred Stock to such Investor.
The exchanges described herein were undertaken in reliance upon the exemptions from registration afforded by Section 3(a)(9) of the Securities Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
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: March 30, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Jimena Begaries | ||||||||||
| Name: | Jimena Begaries | ||||||||||
| Title: | Interim Chief Financial Officer | ||||||||||