Nauticus Robotics, Inc. has entered into a waiver agreement regarding its Series A Convertible Preferred Stock, as disclosed in a Form 8-K filed on September 30, 2026. The agreement was executed with a holder of the Series A Preferred Stock to address a triggering event defined in the certificate of designations for that security.
Under the terms of the Series A Preferred Stock, a triggering event was scheduled to occur on September 30, 2026, if any shares of the preferred stock remained outstanding. The waiver extends the date of this event through January 31, 2027. During this waiver period, the holder has waived the increase in the dividend rate to the default rate of 18% per annum (or the maximum lawful rate, if lower), as well as related incremental dividends. Additionally, the waiver suspends the right to a triggering event conversion, which includes a 125% multiplier applied to the conversion amount.
The waiver relieves the company of the requirement to provide notice of the triggering event and disregards the event for purposes of applicable equity conditions. The agreement does not alter the existing 120% calculation of the conversion amount or the company's ordinary and alternate optional conversion rights. The waiver is specific to the holder's rights regarding the Series A Preferred Stock and does not bind other holders. It also includes representations and covenants prohibiting the company from offering other holders of Series A, Series B, or Series C preferred stock with different terms or benefits in connection with their own waivers.
