Form 8-K Filing by Nauticus Robotics, Inc.

Nauticus Robotics, Inc. reported on July 20, 2026, the issuance of an Original Issue Discount Senior Secured Convertible Debenture Due 2026, with an aggregate principal amount of $1,500,000.00. This debenture, referred to as the "Additional Note," was issued to an institutional investor and is convertible into 197,369 shares of the company's common stock at a conversion price of $7.60 per share. The issuance was made under the terms of a securities purchase agreement dated November 4, 2024, and matures on September 9, 2026, or earlier if required by the debenture's terms. The company is an emerging growth company and has elected not to use the extended transition period for new or revised financial accounting standards. The issuance of the Additional Note was conducted in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.