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Kinetic Seas (KSEZ) returns 2M shares under Sagtec deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kinetic Seas Incorporated entered into a Third Addendum to its Licensing Agreement with Sagtec Global Limited on July 7, 2026. The addendum provides for the return of 2,000,000 consideration shares, modifies provisions relating to Rule 144, removes a previously existing right of first refusal, and adds further commercial arrangements between the parties.

Sagtec later delivered an Authorization and Transfer Instruction on July 26, 2026 designating a nominee to receive the returned shares and authorizing the transfer agent to register them. Kinetic Seas executed these instructions on July 27, 2026, completing the share transfer contemplated by the Third Addendum.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Consideration shares to be returned 2,000,000 shares Return of consideration shares under Third Addendum to Sagtec licensing agreement
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Rule 144 regulatory
"modifies certain provisions relating to Rule 144"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
right of first refusal financial
"eliminates the previously existing right of first refusal"
A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.
Inline XBRL technical
"The cover page from this on , formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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FAQ

What agreement did Kinetic Seas (KSEZ) enter into on July 7, 2026?

Kinetic Seas entered into a Third Addendum to its Licensing Agreement with Sagtec Global Limited on July 7, 2026, revising share, Rule 144, right of first refusal, and commercial terms between the parties.

How many shares are being returned under Kinetic Seas (KSEZ) Third Addendum with Sagtec?

The Third Addendum provides for the return of 2,000,000 consideration shares. These shares are to be transferred according to Sagtec’s instructions and registered by the transfer agent for the nominee designated by Sagtec.

When was the share transfer under Kinetic Seas (KSEZ) Third Addendum completed?

The share transfer contemplated by the Third Addendum was completed on July 27, 2026, when Kinetic Seas executed Sagtec’s Authorization and Transfer Instruction and the transfer agent was authorized to register the shares.

What right was eliminated in Kinetic Seas (KSEZ) Third Addendum with Sagtec?

The Third Addendum eliminates a previously existing right of first refusal. This means that a prior contractual right for one party to match or refuse certain transactions under the licensing arrangement has been removed.

Who was designated to receive the returned shares in the Kinetic Seas (KSEZ) Sagtec agreement?

On July 26, 2026, Sagtec delivered an Authorization and Transfer Instruction designating its nominee to receive the returned shares and authorizing the transfer agent to register those shares in the nominee’s name.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 27, 2026

 

KINETIC SEAS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Colorado

(State or other jurisdiction

of incorporation or organization)

000-56478

(Commission

File Number)

47-1981170

(IRS Employer

Identification No.)

 

1501 Woodfield Road, Suite 114E

Schaumburg, IL 60173

(Address of principal executive office) (Zip Code)

 

(847) 754-4600

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

   

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 7, 2026, Kinetic Seas Incorporated entered into a Third Addendum to its Licensing Agreement with Sagtec Global Limited. The Third Addendum, among other things, provides for the return of 2,000,000 consideration shares to Sagtec, modifies certain provisions relating to Rule 144, eliminates the previously existing right of first refusal, and establishes additional commercial arrangements between the parties.

 

Although the Third Addendum required the return of the shares, the agreement contemplated that Kinetic Seas would execute such transfer instructions and provide such instructions to Sagtec's transfer agent as were reasonably necessary to effect the transfer. At the time the Third Addendum was executed, Kinetic Seas had not received instructions identifying the transferee or the manner in which the shares were to be registered.

 

On July 26, 2026, Sagtec delivered an Authorization and Transfer Instruction designating its nominee to receive the returned shares and authorizing the transfer agent to register the shares accordingly. On July 27, 2026, Kinetic Seas received and executed those instructions, thereby completing the transfer contemplated by Section 1 of the Third Addendum.

 

Kinetic Seas is filing this Current Report to disclose the execution and completion of the Third Addendum and the related transfer of shares.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

Item No.   Description
     
10.1  

Third Addendum to Licensing Agreement, dated July 7, 2026.

10.2   Authorization and Transfer Instruction, dated July 26, 2026.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

  Kinetic Seas Incorporated
     
     
Dated: July 28, 2026 By: /s/ Edward Honour
  Name: Ed Honour
  Title:   Chief Executive Officer

 

 

 

 

 

 

 

 3 

 

Filing Exhibits & Attachments

5 documents