Item
1.01. Entry into a Material Definitive Agreement.
Warrant
Repricing and Issuance
On June 22, 2023, Nauticus
Robotics, Inc., a Delaware corporation (the “Company”), entered into warrant exercise inducement offer letters
(the “Letter Agreements”) with certain holders (the “Exercising Holders”) of outstanding warrants
(the “Existing Warrants”) to purchase shares of the Company’s common stock (the “Common Stock”),
pursuant to which the Exercising Holders agreed to amend the exercise price of the Existing Warrants, which are exercisable to purchase,
in the aggregate, 2,922,425 shares of Common Stock (the “Existing Warrant Shares”), in exchange for the Company’s
agreement to (i) lower the exercise price of the Existing Warrants to a weighted average of $3.28 per share, with multiple tranches
priced between $2.04 and $4.64 per share, and (ii) upon the Exercising Holders’ exercise of the Existing Warrants, issue new warrants
(the “New Warrants”) to the Exercising Holders to purchase, in the aggregate, up to 2,922,425 shares of Common Stock.
The Company expects to receive aggregate gross proceeds of approximately $9.6 million from the exercise of all of the Existing Warrants
by the Exercising Holders.
The
terms and delivery of the New Warrants shall be substantially in the form of the Existing Warrants and (i) have an exercise price of
$20.00 per share, (ii) are exercisable immediately, and (iii) are exercisable until September 9, 2032.
The
Exercising Holders agreed that the Company shall only issue such number of Existing Warrant Shares to the Exercising Holders that would
not cause any holder to exceed the maximum number permitted by the beneficial ownership limitations set forth in Section 1(f) of the
Existing Warrants, among other applicable terms. The Exercising Holders agreed that the New Warrants will contain restrictive legends
when issued, and neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered
under the Securities Act of 1933, as amended, except as required by the Letter Agreements.
The
foregoing descriptions of the Letter Agreements do not purport to be complete and are subject to, and qualified in their entirety by,
the form of such documents attached as Exhibit 10.1, to this Current Report on Form 8-K, which is incorporated herein by reference.
First
Amendment to Registration Rights Agreement
The
Company and certain investors (the “Holders”) are party to (i) that certain Securities Purchase Agreement, dated as
of December 16, 2021 (as amended by those certain letter agreements dated as of January 31, 2022 and September 9, 2022, the “SPA”),
pursuant to which the Holders agreed to purchase from the Company 5% Original Issue Discount Senior Secured Convertible Debentures and
the Existing Warrants (together, the “Securities”), and (ii) that certain Registration Rights Agreement, dated as
of September 9, 2022 (the “RRA”), pursuant to which the Company and the Holders agreed to certain requirements and
conditions covering the resale by the Holders of the Common Stock into which the Securities are convertible or exercisable.
Under the terms of the RRA,
upon the closing of its business combination with the Company on September 9, 2022, the Company was required to (i) file a registration
statement within 15 business days of such closing and (ii) use its best efforts to cause such registration statement to be declared effective
as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date (as defined in the
RRA) (the “Registration Requirements”). The RRA additionally provided for liquidated damages if the Registration Requirements
were not met.
Accordingly,
on June 22, 2023, the Company and the Holders entered into the First Amendment to Registration Rights Agreement (the “Amended
RRA”), pursuant to which the Company has agreed to deliver to the Holders an aggregate of 1,890,066 shares of Common Stock
(the “RRA Shares”), in exchange for the release by the Holders of any and all claims, remedies, or causes of action
under any of the Transaction Documents (as defined in the RRA), including all past and future claims for liquidated damages under the
RRA.
Among
other things, the Company has also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not
then eligible to use Form S-3) providing for the resale by the Holders of the RRA Shares and to cause such registration statement to
become effective as soon as practicable thereafter as required by the Amended RRA.
The
foregoing description of the Amended RRA does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Amended RRA, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing descriptions of the SPA and RRA do not purport to be complete and are subject to, and qualified in their entirety by reference
to, the full text of the SPA and RRA, which are filed as Exhibit 10.14 and Exhibit 10.17, respectively, with the Company’s Current
Report on Form 8-K filed on September 15, 2022, each of which is incorporated by reference herein.