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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.
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.
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 |
