Nauticus Robotics, Inc. has received a waiver from a holder of its Series C Convertible Preferred Stock to delay a triggering event related to the preferred shares. The waiver, executed on September 23, 2026, and effective immediately, applies to a specific provision in the Series C Preferred Stock certificate of designations.
Under the terms of the Series C Preferred Stock, a Triggering Event was scheduled to occur on September 30, 2026, if any shares of the preferred stock remained outstanding on that date. The Holder has waived this Specified Event for a period beginning September 30, 2026, and continuing through December 31, 2027.
The waiver relieves the company of several consequences associated with the Specified Event. This includes waiving the increase in the dividend rate to the default rate of 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion. The waiver also excludes the 125% multiplier applied to the Conversion Amount, which represents a 25% premium, and waives the related alternate conversion period.
The waiver does not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or other applicable dividend terms. The document states that the waiver does not waive any other Triggering Event, breach, or default, and it applies only to the Holder’s rights with respect to the Series C Preferred Stock.
Upon the expiration of the Waiver Period on December 31, 2027, the Specified Event and its consequences will apply prospectively if any shares of Series C Preferred Stock remain outstanding. The waiver is filed as Exhibit 10.1 to this report.
