8-K: Nauticus swaps $2M debenture for Series C prefs

Nauticus Robotics converted a $2.0 million senior secured convertible debenture into 2,023 shares of Series C preferred stock under Section 3(a)(9).

Summary

• Converted the full $2,000,000 principal of a February 9, 2026 senior secured convertible debenture into 2,023 shares of Series C preferred stock.
• The exchange was executed on March 27, 2026 under previously disclosed Amendment and Exchange Agreements dated December 3, 2025.
• The transaction relied on the Section 3(a)(9) exemption of the Securities Act; the issued securities are unregistered.
• Common stock (KITT) and warrants (KITTW) remain listed on Nasdaq; no changes to listings were disclosed.
• The report was signed on March 30, 2026 by Interim Chief Financial Officer Jimena Begaries.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as modestly positive: a $2.0 million reduction in secured convertible debt improves capital structure, offset by the introduction of convertible preferred equity that could dilute common holders upon conversion.

Positives

• Eliminated $2,000,000 of senior secured convertible debenture principal through an equity exchange.
• Executed under Section 3(a)(9), enabling an unregistered security-for-security exchange with the existing investor.
• Replaces debt with preferred equity, which can reduce leverage and near-term refinancing risk.

Negatives

• Issued 2,023 shares of Series C preferred stock, introducing an additional class of equity senior to common.
• Series C preferred stock is convertible, which may lead to future dilution of common shareholders upon conversion.

Future Outlook

No forward-looking guidance or projections were provided.

Industry Context

StockSavvy.ai notes that Section 3(a)(9) exchanges are a common tool among small-cap Nasdaq issuers to reduce secured convertible debt by issuing preferred equity, often improving balance sheet flexibility while deferring potential dilution to a later conversion event.

Comparison to Industry Standards

• The use of Section 3(a)(9) for debt-to-preferred equity exchanges is standard among micro- and small-cap issuers seeking to manage near-term maturities without cash outlay.
• The $2.0 million exchange size is modest relative to many small-cap restructurings, which frequently range from low single-digit millions to the teens, placing this action at the lower end of typical transaction sizes.
• Exchanging into preferred (rather than directly into common) aligns with practices aimed at mitigating immediate common stock dilution while providing investors seniority and optionality via convertibility.

Stakeholder Impact

• Debtholder converted the entire $2,000,000 principal into preferred equity, removing that debt from the balance sheet.
• Introduction of Series C preferred stock adds a senior equity class, which may affect claims priority ahead of common shareholders.
• Potential future dilution for common shareholders if the Series C preferred stock is converted into common shares.

Key Dates

Recommendation

The transaction modestly strengthens the balance sheet by eliminating $2.0 million of secured convertible debt but introduces convertible preferred equity that could dilute common shareholders. With no operational updates or guidance provided, a neutral hold stance is appropriate pending further execution and financing clarity.

Keywords

Nauticus Robotics, KITT, Section 3(a)(9), unregistered sale, Series C Preferred Stock, convertible debenture, exchange agreement, capital structure, Nasdaq, equity issuance