KITT · Nauticus Robotics, Inc.

This 8-K reflects three interrelated high-materiality developments: a restructuring of acquisition payment obligations, a time-bound reduction in debt conversion pricing, and a senior commercial leadership appointment. The Amendment No. 2 to the Asset Purchase Agreement materially modifies the $16 million SeaTrepid acquisition’s payment schedule — shifting $1.5 million to May 15, 2026 and deferring the residual balance plus interest to June 29, 2027 — while introducing a litigation-linked repayment trigger tied to an active case against Ocean Infinity. This alters near-term liquidity demands and introduces contingent repayment dynamics. Concurrently, the Second Amendment to the Term Loan Agreement resets the conversion price to $2.20 for just 10 days (May 11–21, 2026), significantly lowering the barrier to equity conversion and thereby increasing near-term dilution risk — especially given the prior conversion price of $1,944.00 (post-reverse splits) and the recent $1.76 temporary reset in late 2025. The issuance of a $1.56 million convertible debenture maturing September 9, 2026 adds another layer of near-term debt maturity pressure, albeit with a higher $7.60 conversion price that reduces immediate dilution risk relative to the term loan. Finally, the appointment of Brian Allen as Chief Revenue Officer — a seasoned subsea robotics executive with documented success scaling Beam to $90M in annual sales and an $840M pipeline — signals a decisive pivot toward commercial execution and geographic expansion, particularly in EMEA. His mandate explicitly includes technology licensing and building scalable sales infrastructure, suggesting management is prioritizing revenue conversion amid tightening capital conditions and evolving debt terms.