Summary by Moomoo AI
Nauticus Robotics has filed a Certificate of Designation with Delaware's Secretary of State on December 26, 2024, designating 40,000 shares of Series A Convertible Preferred Stock. This action is part of an exchange agreement with institutional investors to convert outstanding 5% original issue discount senior secured convertible debentures into Series A Preferred Stock.The Series A Preferred Stock carries a stated value of $1,000 per share and offers a 5% annual dividend on an as-if converted basis. Holders can convert their shares to common stock at a fixed conversion price of $1.23, with an alternative conversion price option available. The preferred shares carry no voting rights except as specifically provided in the Certificate of Designation.The company maintains the right to redeem all outstanding Series A Preferred Stock at a 25% premium to the greater of the Conversion Amount or the product of the Conversion Rate and underlying Common Stock equity value. This transaction is executed under Section 3(a)(9) of the Securities Act exemption from registration requirements.
