Summary Overview

• On December 3, 2025, Nauticus Robotics finalized the conversion of secured convertible loans and debentures into Series C preferred shares.
• The Series C preferred stock carries a $1,000 par value, offers a 10% annual dividend, and includes rights to convert into common shares.
• Shareholder approval was mandated under Nasdaq Rule 5635 for the conversion of these Series C convertible preferred shares.
• The company strategically transformed debt obligations into equity through preferred stock conversions.

Debt-to-Equity Conversion via Series C Preferred Stock

On December 3, 2025, Nauticus Robotics, Inc. entered into Amendment and Exchange Agreements with institutional investors, facilitating the exchange of secured convertible term loans and senior secured convertible debentures for Series C preferred stock. This move was part of a broader financial restructuring aimed at strengthening the company’s balance sheet.

The Series C preferred shares are structured with a stated value of $1,000 each and provide shareholders with a 10% annual dividend. Additionally, these shares grant holders the option to convert into common stock, offering potential upside participation in the company’s equity.

Previous Shareholder Approvals and Nasdaq Compliance

Prior to this transaction, Nauticus Robotics had already secured shareholder consent for converting Series A convertible preferred stock during a special meeting on November 21, 2025. This approval was linked to a Securities Purchase Agreement dated August 6, 2025, with ATW Special Situations II, LLC.

In compliance with Nasdaq Rule 5635, the conversion required shareholder authorization. At the meeting, 2,316,272 shares were represented, accounting for 40.60% of the company’s outstanding common stock.

Shareholder Rejection of Authorized Share Increase

During the same special meeting, management proposed a significant increase in the number of authorized shares-from 625 million to 5 billion. Despite receiving a majority of votes in favor, the proposal failed to meet the stringent threshold requiring a supermajority of all outstanding and issued common stock.

Voting details reveal the dynamics: for the preferred stock conversion, 387,337 shares voted in favor, 175,040 opposed, and 137,705 abstained, with 1,616,190 broker non-votes. Regarding the share increase, 1,547,241 votes supported the measure, 488,997 opposed, and 280,034 abstained.

Recent Financial Results and Market Performance

Nauticus Robotics’ latest financial report for Q3 2025 highlights ongoing challenges. The company posted a net loss of $6.6 million on revenues of $1.9 million. Earnings per share stood at negative $2.60, reflecting strategic revenue deferrals implemented during the quarter.

Despite these losses, the company reported an improved cash position, signaling enhanced liquidity management. The stock has experienced notable volatility, with a recent surge of 115.89%. However, market analysts maintain a cautious stance, with the consensus rating at “Sell” and a target price of $0.71 per share.

Nauticus Robotics’ common stock trades on Nasdaq under the ticker symbol KITT, while its warrants are listed as KITTW. The Securities Purchase Agreement also outlines plans for upcoming shareholder meetings to consider reverse stock splits as part of ongoing capital structure optimization.