Nauticus Robotics, Inc., a Delaware-based company specializing in general industrial machinery and equipment, has announced its intentions to exchange certain senior secured convertible debentures for convertible preferred stock. The transaction, detailed in a Letter of Intent (LOI) dated September 2, 2024, involves ATW Special Situations I LLC ("ATW").
According to the LOI, the exchange will see ATW's Original Issue Discount Exchanged Senior Secured Convertible Debentures Due September 9, 2026 (the "New Debenture") converted into preferred stock of Nauticus Robotics. The conversion terms of the preferred stock will closely mirror those of the New Debenture, including an adjustment to the Floor Price, pending approval from The Nasdaq Stock Market where the company's common stock (NASDAQ:KITT) and warrants (NASDAQ:KITTW) are listed.
The preferred stock will also share substantially similar commercial terms with the New Debenture. However, modifications may be made to ensure that the preferred stock is accounted for as equity in the financial statements of Nauticus Robotics. The final terms and conditions of the exchange will be outlined in the definitive agreements governing the transaction, which will include an exchange agreement and a certificate of designation for a new series of convertible preferred stock of the company.
This strategic move is subject to the customary terms and conditions for such exchanges, and the LOI has been filed with the Securities and Exchange Commission (SEC) as Exhibit 99.1 to the Current Report on Form 8-K.
Nauticus Robotics has stated that it does not undertake any obligation to update these forward-looking statements, except as required by law.
Investors and interested parties are reminded that the information is based on a press release statement. Further details on the risks and uncertainties facing the company can be found in the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections of documents filed with the SEC, including Nauticus Robotics' Annual Report on Form 10-K filed on April 10, 2024. These documents are available for free on the SEC's website.
Nauticus Robotics reported its second-quarter earnings for 2024, which revealed a revenue of $500,000 and a net loss of $5.4 million. The company's operating expenses for the same quarter were reported at $6.5 million.
These financial updates come as Nauticus Robotics faces a potential delisting from The Nasdaq Stock Market due to non-compliance with the minimum market value requirement of $35 million. However, the company has requested a hearing to appeal this decision.
Nauticus Robotics recently announced the appointment of John Symington as its new General Counsel, succeeding Nick Bigney. The company is also focusing on its 2025 backlog, exploring opportunities in both commercial and defense sectors. The deployment of the Aquanaut Mark 2 vehicle in the Gulf of Mexico and a partnership with Florida Atlantic University are among the strategic moves planned by Nauticus Robotics.
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