{"url_path":"/sec/kitt/8-k/2026-07-09/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1849820/0001849820-26-000109-index.html","accession_number":"0001849820-26-000109","cik":"0001849820","ticker":"KITT","issuer_name":"Nauticus Robotics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849820/0001849820-26-000109-index.html","primary_entity_key":"0001849820","primary_entity_name":"Nauticus Robotics, Inc."},"word_count":280,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAs previously disclosed by Nauticus Robotics, Inc. (the \"Company\") in its filings with the SEC, on February 6, 2026, the Company entered into the Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and Master Investment Group, pursuant to which the Company agreed to issue and sell certain shares of Series D Convertible Preferred Stock of the Company, par value $0.0001 (the “Series D Preferred Stock”) and certain common stock purchase warrants to such investor.\n\nOn July 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series D Convertible Preferred Stock (the \"Certificate of Designation\"), establishing a new series of preferred stock designated as the Company's Series D Convertible Preferred Stock, consisting of up to 50,000 shares. The filing of the Certificate of Designation was contemplated by, and implements the terms of, the Purchase Agreement.\n\nThe Certificate of Designation establishes the rights, preferences and privileges of the Series D Convertible Preferred Stock, including, among other things:\n\n•a stated value of $1,000 per share;\n\n•cumulative dividends at a rate of 10% per annum;\n\n•conversion rights into shares of the Company's common stock, par value $0.0001 per share, subject to the terms and limitations set forth therein, including applicable Nasdaq stockholder approval requirements;\n\n•liquidation preferences; and\n\n•redemption and voting rights.\n\nThe foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference."}