Nauticus Robotics Files Series D Preferred Stock Terms — Potential $50M Financing with Dilution Risk

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Nauticus Robotics filed the Certificate of Designation for its Series D Convertible Preferred Stock, detailing conversion terms that could heavily dilute existing shareholders. The preferred stock carries a 10% dividend, converts at a discount to market, and could bring in up to $50 million — but at a steep cost to common holders.

check_boxKey Events · Financing and Capital Events · KITT

• Series D Preferred Stock Terms Filed

  Nauticus Robotics filed a Certificate of Designation for up to 50,000 shares of Series D Convertible Preferred Stock with a $1,000 stated value, implying up to $50 million in potential financing. The preferred stock carries a 10% cumulative dividend and ranks senior to common stock.

• Conversion at Discount to Market

  Each preferred share converts into common stock at the lower of $0.89 or the 5-day VWAP, with an absolute floor of $0.178. At the current stock price of $1.0555, the conversion price would be below market, and at the floor, each $1,000 preferred share could convert into over 5,600 common shares — massively dilutive.

• Nasdaq Cap Limits Immediate Dilution

  Without shareholder approval, conversions are capped at 5,914,664 shares under Nasdaq's 19.99% rule. A 4.99% beneficial ownership blocker also restricts any single holder from exceeding that threshold.

• Follows Debt-to-Preferred Conversion

  This filing comes nine days after Nauticus converted $4.0 million of debt into convertible preferred stock, part of a broader effort to shore up its balance sheet amid going concern warnings.

auto_awesomeAnalysis · KITT · Technology

Nauticus Robotics formalized the terms of its Series D Convertible Preferred Stock, a financing vehicle that could bring in up to $50 million but carries heavy dilution risk for common shareholders. The preferred shares convert at the lower of $0.89 or the 5-day VWAP, with a floor of $0.178 — well below the current $1.0555 stock price. At the floor, each $1,000 preferred share could convert into over 5,600 common shares, implying massive dilution if the stock stays depressed. A 4.99% beneficial ownership blocker and a Nasdaq cap of 5.9 million shares provide some near-term guardrails, but the structure is clearly designed to fund a cash-strapped company that has been teetering on going concern. This filing follows a June 30 debt-to-preferred conversion and a rejected share authorization proposal in May, underscoring the company's limited options. The 10% cumulative dividend and senior liquidation preference further subordinate common equity.