07/02/2026 | Press release | Distributed by Public on 07/02/2026 18:53
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| SERIES C CONVERTIBLE PREFERRED STOCK | (1) | (2) | COMMON STOCK, $0.0001 PAR VALUE | 631,579(1) | $7.6 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RCB EQUITIES 1, LLC 5862 W. 3RD STREET LOS ANGELES, CA 90036 |
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| BRIAN ISAAC DROR | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Exercisable upon stockholder approval. Reporting person holds 4,800 shares of Series C Convertible Preferred Stock (stated value $1,000 per share; aggregate stated value $4,800,000) acquired on June 26, 2026 pursuant to an Exchange Agreement with Nauticus Robotics, Inc. The Series C Preferred Stock is convertible into shares of Common Stock at $7.60 per share (631,579 shares as-converted). Conversion requires stockholder approval pursuant to Nasdaq Listing Rule 5635. The Series C Preferred Stock was acquired as part of a conversion of $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement dated September 18, 2023, at a 20% premium. |
| (2) | No expiration date. |