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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.
| 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 |
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 |
