Private stock sale and indemnity terms at Kinetic Seas (KSEZ)

Rhea-AI Filing Summary

Kinetic Seas Incorporated reported that during the three months ended September 30, 2025, it sold 610,000 shares of common stock in a private transaction for total proceeds of $100,000. The shares were sold to sophisticated investors under the Section 4(a)(2) exemption from Securities Act registration, with no commissions paid and certificates bearing restricted legends.

The company also describes its Colorado law–based policy to indemnify officers and directors who act in good faith and in the company’s best interests, while excluding coverage for intentional misconduct, fraud, or intentional violations of law, and noting Securities and Exchange Commission views that certain Securities Act–related indemnification is unenforceable.

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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): September 23, 2025

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 3.02 Unregistered Sales of Equity Securities

During the three months ended September 30, 2025, the Company sold 610,000 shares of common stock for total proceeds of $100,000

For the sale of the 610,000 shares described above, and for all unregistered sales of the Company’s securities for the past three years, the Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The individuals who acquired these securities were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The individuals who acquired these securities acquired them for their own accounts. The certificates representing these securities bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the issuance of these securities.

Item 8.01 Other Events

Our Articles of Incorporation and By-Laws authorize us to indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. No officer or director may be indemnified, however, where the officer or director acted committed intentional misconduct, fraud, or an intentional violation of the law.

We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Colorado.

Regarding the indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers and directors under Colorado law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by our officer(s), director(s), or controlling person(s) in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

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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 11, 2026	By:	/s/ Edward Honour
	Name:	Edward Honour
	Title:	Chief Executive Officer

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FAQ

What did Kinetic Seas (KSEZ) disclose about recent stock sales?

Kinetic Seas disclosed that it sold 610,000 shares of common stock for total proceeds of $100,000 during the three months ended September 30, 2025. These were privately placed shares sold without commissions to sophisticated investors under a Securities Act exemption.

How many shares did Kinetic Seas (KSEZ) sell and for how much?

The company sold 610,000 shares of its common stock for total proceeds of $100,000 in the quarter ended September 30, 2025. These unregistered shares were issued in a private transaction to sophisticated investors.

Under which Securities Act exemption did Kinetic Seas (KSEZ) issue the shares?

Kinetic Seas relied on the Section 4(a)(2) exemption of the Securities Act of 1933 to issue the 610,000 common shares. This exemption covers private offerings to investors who receive detailed information and do not involve general solicitation.

Were Kinetic Seas (KSEZ) investors in this offering subject to resale restrictions?

Yes. The certificates representing the 610,000 common shares carry a restricted legend, stating they cannot be sold unless under an effective registration statement or a valid exemption from registration. This limits immediate public resale of the securities.

Did Kinetic Seas (KSEZ) pay commissions on the private share sale?

No. The company states that no commission or other remuneration was paid to any person in connection with issuing the 610,000 common shares. All proceeds from the $100,000 sale went to the company.

What indemnification protections does Kinetic Seas (KSEZ) provide its officers and directors?

The company’s governing documents allow indemnification of officers and directors who act in good faith and in its best interests, including advancing defense expenses. Indemnification does not cover intentional misconduct, fraud, or intentional legal violations and is subject to Colorado law and Securities Act policy limits.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB