TLDR
- Nauticus Robotics exchanged secured convertible loans and debentures into Series C preferred stock on December 3, 2025
- Series C Preferred Stock carries a $1,000 stated value per share with a 10% annual dividend and conversion rights to common stock
- Shareholders approved the conversion of Series B Convertible Preferred Stock in accordance with Nasdaq Rule 5635
- A proposal to increase authorized shares from 625 million to 5 billion received majority votes but failed to meet required threshold
- The company reported a Q3 2025 net loss of $6.6 million with revenue of $1.9 million
Nauticus Robotics just restructured its balance sheet in a way that could reshape its financial future. The company swapped debt for equity through a series of preferred stock conversions.
On December 3, 2025, Nauticus Robotics entered into Amendment and Exchange Agreements with institutional investors. The deal converts portions of secured convertible term loans and senior secured convertible debentures into Series C preferred convertible stock.
The Series C Preferred Stock comes with specific terms. Each share carries a stated value of $1,000. Shareholders will receive a 10% annual dividend. The stock also includes conversion rights into common stock.
This wasn’t the company’s first recent dance with preferred stock. Shareholders had already voted to approve the conversion of Series B Convertible Preferred Stock at a special meeting on November 21.
That approval related to a Securities Purchase Agreement with ATW Special Situations II, LLC from August 6. The vote aligned with Nasdaq Rule 5635 requirements. Only 2,316,272 shares showed up for the vote, representing 40.60% of outstanding common stock.
Shareholders Block Share Increase Proposal
The same meeting saw shareholders reject a key proposal. Management wanted to increase authorized shares from 625 million to 5 billion. The proposal got a majority of votes cast in favor. But it fell short of the required threshold of a majority of all issued and outstanding common stock.
The voting breakdown tells the story. For the preferred stock conversion, 387,337 shares voted yes while 175,040 voted no. Another 137,705 abstained. Broker non-votes totaled 1,616,190.
On the share increase proposal, 1,547,241 shares voted in favor. That compared to 488,997 against and 280,034 abstentions.
Recent Financial Performance
The company’s latest earnings paint a challenging picture. Third-quarter 2025 results showed a net loss of $6.6 million. Revenue came in at $1.9 million for the period.
Earnings per share hit -$2.6 for the quarter. The company mentioned strategic revenue deferrals as part of its approach. Despite the losses, Nauticus Robotics noted some improvement in its cash position.
The stock has been on a wild ride. Shares jumped 115.89% recently. But analysts remain cautious. The most recent analyst rating sits at Sell with a $0.71 price target.
The company’s common stock trades on Nasdaq under the ticker KITT. Its warrants trade under KITTW. The amendments to the Securities Purchase Agreement include plans for future stockholder meetings to approve reverse stock splits.
