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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):
February 23, 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)
(888) 901-8806
(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 February 23, 2026, Kinetic Seas Incorporated (the “Company”)
entered into a Securities Purchase Agreement with LABRYS FUND II, L.P. pursuant to which the Company issued an unsecured promissory note
(the “Note”) in the principal amount of $148,500 for gross proceeds of $135,000.
The Note matures on February 23, 2027 and includes an original issue discount.
The Note bears an 8% one-time interest charge earned as of issuance and provides for scheduled amortization payments beginning May 18,
2026.
The Note contains customary covenants and events of default. Upon an event
of default, the outstanding amount may become immediately due and payable at a premium.
The Note may be convertible into shares of the Company’s common stock
pursuant to its terms.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the Note filed as Exhibit 10.1 to this report.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The Note was issued in a private placement exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. The purchaser represented that it is an accredited
investor. The securities have not been registered and may not be offered or sold absent registration or an applicable exemption.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
|
Description |
| |
|
|
| 10.1 |
|
Promissory Note dated February 23, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 27, 2026 |
By: |
/s/ Edward Honour |
| |
Name: |
Edward Honour |
| |
Title: |
Chief Executive Officer |
