Nauticus Robotics, Inc.
10/02/2026 | Press release | Distributed by Public on 10/02/2026 04:02
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
Waivers of September 30, 2026 Triggering Event
On September 30, 2026, Nauticus Robotics, Inc. (the "Company") received two separate executed waivers (collectively, the "Waivers") from a holder (the "Holder"), one with respect to the Company's Series B Convertible Preferred Stock ("Series B") and the other with respect to the Company's Series C Convertible Preferred Stock ("Series C" and, together with Series B, the "Preferred Stock"). Section 5(a)(xv) of the certificates of designations for the Preferred Stock provides that a Triggering Event occurs if any shares of the Preferred Stock remain outstanding on or after September 30, 2026 (the "Specified Event").
Under each Waiver, the Holder waived the Specified Event for the period beginning September 30, 2026 and continuing through and including March 31, 2027 (the "Waiver Period").
Solely to the extent attributable to the Specified Event during the Waiver Period, the Holder waived the increase in the dividend rate to the default rate of 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion, including the 125% multiplier applied to the Conversion Amount (a 25% premium) and any related surviving alternate conversion period. Each Waiver also relieves the Company of the related Triggering Event notice requirement and provides that the Specified Event is disregarded for purposes of the applicable Equity Conditions and the other consequences specified in that Waiver.
The Waivers do not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights and otherwise applicable dividend terms. They do not waive any other Triggering Event, breach or default or rights arising independently of the Specified Event. Upon expiration of the Waiver Period, if any shares of the applicable series of Preferred Stock remain outstanding, the Specified Event and its consequences will apply prospectively with respect to the shares covered by the applicable Waiver, without reviving any consequences waived for the Waiver Period.
Each Waiver became effective upon execution by the Holder and delivery to the Company, independently of any other holder's waiver. Each Waiver applies only to the Holder's rights with respect to the Preferred Stock covered by that Waiver and does not bind a non-signing holder or waive rights under another instrument.
The foregoing description of the Waivers is qualified in its entirety by reference to their full texts, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
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