Nauticus Robotics Announces Term Loan Financing of up to $20 Million
21 September 2023 - 9:30PM
Nauticus Robotics, Inc. ("Nauticus" or the "Company") (NASDAQ:
KITT), a developer of ocean robots and artificial intelligence for
autonomous services to the offshore industries, today announced it
has entered into a senior secured term loan agreement (the "Term
Loan Agreement") with existing stakeholders, Transocean (NYSE:
RIG), ATW Partners, Material Impact, and RCB Equities
(collectively, the "Lenders"). The Term Loan Agreement provides
Nauticus with up to $20 million in secured term loans (the
"Loans"), of which $11.6 million has already been funded.
The Loans are convertible at $6.00 per share of
common stock, subject to certain customary anti-dilution
adjustments as described in the Term Loan Agreement, at the option
of each Lender, until the date that the Loans are no longer
outstanding. The Company is actively discussing a larger round of
capital with new investors, beyond the available capacity of the
Term Loan Agreement, to support its service offering expansion.
"We are thrilled to have secured this funding
and we sincerely appreciate the trust and commitment shown by our
long-term investors, Transocean, ATW, Material Impact, and RCB.
Their continued investment underscores confidence in the company's
strategic direction and growth potential," said Nicolaus Radford,
CEO of Nauticus. "Our autonomous service offering will have a
hugely positive impact on our customers' costs, safety, and the
environment. We are excited about the opportunities this financing
provides as we continue to build out our fleet of robots."
All obligations under the Loans are secured by a
first priority lien on substantially all assets of the Company. The
outstanding principal amount of the Loans under the Term Loan
Agreement will bear interest at the rate of 12.50% per annum,
payable quarterly in arrears on the first day of each calendar
quarter commencing April 1, 2024. The Loans are coterminous with
the Company's existing convertible debt (the “Debentures”), which
now holds a second lien position, as disclosed in the Amendment to
Securities Purchase Agreement, Senior Secured Convertible
Debentures and Pledge and Security Agreement. The outstanding
principal amount of the Loans is prepayable at the Company's option
pro rata to each Lender upon at least five days prior written
notice to each Lender. The Loans will mature on the earliest of:
(a) the third anniversary of the date of the Term Loan Agreement,
(b) 91 days prior to the maturity of the Debentures and (c) the
date on which the Company next receives additional debt financing
from one or more sources (excluding, for the avoidance of doubt, as
a result of the exercise of any warrants of the Company existing as
of the date of the Term Loan Agreement) in an aggregate amount of
at least $35.0 million.
About NauticusNauticus
Robotics, Inc. is a developer of ocean robots, autonomy software,
and services delivered to the marine industries. Nauticus' robotic
systems and services are delivered to commercial and
government-facing customers through a Robotics-as-a-Service (RaaS)
business model and direct product sales for both hardware platforms
and software licenses. Besides a standalone service offering and
products, Nauticus' approach to ocean robotics has also resulted in
the development of a range of technology products for
retrofitting/upgrading legacy systems and other third-party vehicle
platforms. Nauticus provides customers with the necessary data
collection, analytics, and subsea manipulation capabilities to
support and maintain assets while reducing their operational
footprint, operating cost, and greenhouse gas emissions to improve
offshore health, safety, and environmental exposure.
Cautionary Language Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Act"), and is
intended to enjoy the protection of the safe harbor for
forward-looking statements provided by the Act as well as
protections afforded by other federal securities laws. Such
forward-looking statements include, but are not limited to: the
expected timing of product commercialization or new product
releases; customer interest in Nauticus' products; estimated 2023
operating results and use of cash; and Nauticus' use of and needs
for capital. Generally, statements that are not historical facts,
including statements concerning possible or assumed future actions,
business strategies, events, or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by, or include the words "believes," "estimates,"
"expects," "projects," "forecasts," "may," "will," "should,"
"seeks," "plans," "scheduled," "anticipates," "intends," or
"continue" or similar expressions. Forward-looking statements
inherently involve risks and uncertainties that may cause actual
events, results, or performance to differ materially from those
indicated by such statements. These forward-looking statements are
based on Nauticus' management's current expectations and beliefs,
as well as a number of assumptions concerning future events. There
can be no assurance that the events, results, or trends identified
in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and Nauticus is not under any obligation and expressly disclaims
any obligation to update, alter, or otherwise revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports
that Nauticus has filed or will file from time to time with the
Securities and Exchange Commission (the "SEC") for a more complete
discussion of the risks and uncertainties facing the Company and
that could cause actual outcomes to be materially different from
those indicated in the forward-looking statements made by the
Company, in particular the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in documents
filed from time to time with the SEC, including Nauticus' Annual
Report on Form 10-K filed with the SEC on March 28, 2023 and
Quarterly Report on Form 10-Q filed with the SEC on August 14,
2023. Should one or more of these risks, uncertainties, or other
factors materialize, or should assumptions underlying the
forward-looking information or statements prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated, or expected.
The documents filed by Nauticus with the SEC may be obtained free
of charge at the SEC's website at www.sec.gov.
Investor Relations Contact:Ralf EsperGateway
Group, Inc. (949) 574-3860KITT@Gateway-grp.com
Media Contact:Zach KadletzGateway Group, Inc.
(949) 574-3860KITT@Gateway-grp.com
Transocean (NYSE:RIG)
Historical Stock Chart
From Apr 2024 to May 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From May 2023 to May 2024