Nauticus Robotics, Inc. Reports Unregistered Sale of Equity Securities Following Convertible Debenture Exchange

Nauticus Robotics, Inc. (NASDAQ: KITT) has announced a material transaction involving the unregistered sale of equity securities, specifically the exchange of a significant convertible debenture into preferred stock. This development was disclosed in a Form 8-K filed with the Securities and Exchange Commission dated March 27, 2026.

Key Highlights of the Report

• Exchange Agreement Executed: On December 3, 2025, Nauticus Robotics entered into Amendment and Exchange Agreements with certain institutional investors, allowing for the exchange of original issue discount senior secured convertible debentures due 2026 into shares of the company’s Series C preferred convertible stock.
• Recent Exchange Details: On February 9, 2026, Nauticus issued an additional debenture in the principal amount of \$2,000,000 to one of these investors. On March 27, 2026, the investor exercised their right to exchange the full principal amount of this debenture for 2,023 shares of Series C Preferred Stock.
• Exemption from Registration: The issuance of the Series C Preferred Stock was conducted under Section 3(a)(9) of the Securities Act of 1933, which allows for exchanges of securities by the issuer without the need for registration.
• Securities Not Registered: The new shares issued are not registered under the Securities Act and cannot be offered or sold in the United States absent registration or an applicable exemption.
• Emerging Growth Company: The company confirmed its status as an emerging growth company and has elected not to use the extended transition period for complying with new or revised accounting standards.

Potential Price-Sensitive and Shareholder-Relevant Information

• Dilution Risk: The exchange of convertible debentures into Series C Preferred Stock introduces new preferred shares to the capital structure. If these preferred shares are or become convertible into common stock, this could result in dilution for existing common shareholders and may impact the share price.
• Balance Sheet Impact: The elimination of \$2,000,000 in debt from the company’s books in exchange for equity improves the company’s leverage ratios, potentially reducing interest expenses and improving financial flexibility.
• Potential for Further Conversions: The referenced agreements allow for additional exchanges of debentures into preferred stock, indicating this may not be the only such transaction, with further dilution possible in the future.
• Liquidity Considerations: As the Series C Preferred Stock is not registered, it may not be as liquid as common stock. However, any future conversion into common stock could increase the float.

Security Listings

• Common Stock Ticker: KITT (NASDAQ)
• Warrant Ticker: KITTW (NASDAQ)

What Investors Should Watch

• Investors should closely monitor Nauticus Robotics’ future disclosures regarding any additional exchanges or conversions of debt to equity. These could further impact the company’s capital structure and share count.
• Any announcement regarding the terms, conversion rights, or potential registration of the Series C Preferred Stock could be material and affect the trading price of KITT.
• The company’s improved leverage position may be a positive from a credit and operational perspective, but investors must balance this against the risk of further equity dilution.

Company Information

• Headquarters: 17146 Feathercraft Lane, Suite 450, Webster, TX 77598
• Phone: 281-942-9069
• SEC File Number: 001-40611
• Former Name: Cleantech Acquisition Corp. (until March 8, 2021)

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors are encouraged to review the full SEC filings and consult with their financial advisors before making investment decisions. The issuance of preferred stock in exchange for debt is a significant transaction that could impact the value of Nauticus Robotics shares. All forward-looking statements are subject to risks and uncertainties.

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