Nauticus Robotics, Inc.
10/01/2026 | Press release | Distributed by Public on 10/01/2026 07:29
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
Waiver of September 30, 2026 Triggering Event
On September 30, 2026, Nauticus Robotics, Inc. (the "Company") received an executed waiver (the "Waiver") from a holder (the "Holder") of its Series A Convertible Preferred Stock (the "Series A Preferred Stock"). Section 5(a)(xv) of the certificate of designations for the Series A Preferred Stock provides that a Triggering Event occurs if any shares of the Series A Preferred Stock remain outstanding on or after September 30, 2026 (the "Specified Event").
The Holder waived the Specified Event for the period beginning September 30, 2026 and continuing through and including January 31, 2027 (the "Waiver Period").
Solely to the extent attributable to the Specified Event during the period covered by the Waiver, 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. The 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 the Waiver.
The Waiver does not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights and otherwise applicable dividend terms. It does not waive any other Triggering Event, breach or default or rights arising independently of the Specified Event. Upon expiration of the Waiver Period, the Specified Event and its consequences apply prospectively if any shares of Series A Preferred Stock remain outstanding, without reviving consequences waived for the applicable Waiver Period.
The Waiver became effective upon execution by the Holder and delivery to the Company. The Waiver applies only to the Holder's rights with respect to the Series A Preferred Stock and does not bind any other holder the Company's preferred stock or waive rights under another instrument.
The Waiver provides that waivers executed by other holders of the Company's Series A, Series B and Series C preferred stock will contain substantially similar language, with waiver periods ending no earlier than January 31, 2027. The Waiver also contains representations and covenants prohibiting the Company from providing other holders of the Company's preferred stock with consideration, rights or benefits in connection with their waivers that are not also provided to the Holder, entering into related side arrangements or amending the other holders' waivers.
The foregoing description of the Waiver is qualified in its entirety by reference to its full text, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Nauticus Robotics, Inc. published this content on October 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 01, 2026 at 13:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]