Nauticus Robotics Improves Balance Sheet Through Converting $3.7M Debt to Equity

Rhea-AI Summary

Nauticus Robotics (NASDAQ: KITT) announced on October 27, 2025 that it entered into an agreement to convert $3.7M of existing debt into common equity, which the company says will substantially deleverage its balance sheet.

Debtholders also agreed, if required, to exchange outstanding debt into preferred equity with the stated intention of helping the company comply with previously reported NASDAQ listing issues.

Positive

• $3.7M debt converted to common equity
• Conversion intended to substantially deleverage the balance sheet
• Debtholders agreed to preferred-equity option to aid NASDAQ compliance

Negative

• Common-equity conversion will dilute existing shareholders
• Company still faces previously reported NASDAQ issues

Insights

Capital structure analyst

Debt-to-equity conversion reduces leverage and aims to address NASDAQ compliance, improving near-term balance-sheet flexibility.

Nauticus Robotics converted $3.7M of debt into common equity and has agreements to exchange remaining debt into preferred equity if required. The transaction directly reduces reported leverage and shifts obligations from fixed debt to equity claims, removing or lowering near-term cash outflows tied to those liabilities.

The primary dependency is whether the preferred-equity exchange occurs and whether the changes satisfy the previously reported NASDAQ issues; both items determine the regulatory and financial effect. The announcement states debtholders agreed to the exchanges and that the company expects the conversion to "substantially deleverage" the balance sheet, which is a factual claim in the release.

Watch for concrete confirmation that the exchanges satisfied NASDAQ requirements and for any filings that quantify remaining debt, outstanding shares issued, and changes to governance or liquidation preferences; these items will clarify dilution impact and compliance status in the short term around the filing and subsequent disclosures.

HOUSTON, Oct. 27, 2025 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software solutions, today announced that it has entered into an agreement with existing debtholders to convert $3.7M of debt into common equity. The company anticipates that this conversion will allow it to substantially deleverage the balance sheet. Additionally, if required, existing debtholders have agreed to exchange outstanding debt into preferred equity with the intention to bring the company in compliance with previously reported NASDAQ issues.

About Nauticus Robotics

Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision allowing the robot to adapt to changing environments. The company's business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus' approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus' services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/. 

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus' products; estimated operating results and use of cash; and Nauticus' use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the "SEC") for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in documents filed from time to time with the SEC, including Nauticus' Annual Report on Form 10-K filed with the SEC on April 15, 2025 and subsequent Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.

View original content to download multimedia:https://www.prnewswire.com/news-releases/nauticus-robotics-improves-balance-sheet-through-converting-3-7m-debt-to-equity-302595210.html

SOURCE Nauticus Robotics, Inc.

FAQ

What did Nauticus Robotics (KITT) announce on October 27, 2025?

Nauticus announced conversion of $3.7M of debt into common equity to deleverage its balance sheet.

How will the $3.7M debt conversion affect KITT shareholders?

The conversion reduces leverage but will likely increase share dilution for existing shareholders.

Does the debt-to-equity exchange affect Nauticus' NASDAQ standing (KITT)?

Debtholders agreed to a preferred-equity exchange option intended to help bring the company into NASDAQ compliance if required.

Is the $3.7M conversion a completed transaction for Nauticus (KITT)?

The company announced an agreement to convert $3.7M; the release presents it as an executed agreement rather than a proposed plan.

Will the debt conversion improve Nauticus' (KITT) balance sheet immediately?

The company expects the conversion to substantially deleverage the balance sheet, implying a near-term improvement in leverage ratios.