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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 8, 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 8, 2026, Kinetic Seas, Inc. (the "Company") entered
into a Securities Purchase Agreement with CFI Capital LLC pursuant to which the Company issued a 6% Convertible Redeemable Note in the
original principal amount of $210,000 (the "Note"). The Note was issued with an original issue discount of $21,000, resulting
in gross proceeds to the Company of $189,000 before payment of transaction expenses. The Note matures on July 8, 2027 and bears interest
at a rate of 6% per annum. Interest is payable in shares of the Company's common stock pursuant to the terms of the Note.
The Note is convertible, at the option of the holder beginning six
months following issuance, into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price of
the Company's common stock during the twenty trading days immediately preceding the conversion notice, including the date of conversion,
subject to the terms and limitations set forth in the Note. During any period in which the Company's securities are subject to a DTC "Chill,"
the conversion price adjusts to 50% of the applicable trading price. The holder is prohibited from converting the Note to the extent such
conversion would result in beneficial ownership in excess of 4.99% of the Company's outstanding common stock, which limitation may be
increased to 9.99% upon prior notice.
The Company may redeem the Note prior to maturity by paying specified
premiums ranging from 105% to 140% of the outstanding principal, plus accrued interest, depending upon the timing of the redemption.
The Note contains customary provisions relating to corporate transactions,
including mergers and asset sales, pursuant to which the holder may require redemption or elect conversion immediately prior to such transaction.
The Note contains customary events of default, including payment defaults,
breaches of covenants, bankruptcy events, certain judgments, reporting failures, trading suspensions, failure to timely deliver conversion
shares, and other specified events. Upon an event of default, the holder may accelerate the Note, default interest may accrue at the highest
lawful rate, and the conversion discount may increase from 40% to 55% (resulting in a conversion price equal to 45% of the applicable
trading price). Additional penalties may apply for failure to timely issue conversion shares.
The Company also agreed to reserve sufficient authorized shares of
common stock for issuance upon conversion of the Note, initially reserving 49,857,550 shares and maintaining a reserve equal to at least
five times the number of shares required for full conversion.
The foregoing description of the Note is qualified in its entirety
by reference to the Note, a copy of which is filed as an exhibit to this Current Report and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement.
The information contained in Item 1.01 of this Current Report is incorporated
herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The securities described in Item 1.01 were issued in reliance upon
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 promulgated thereunder.
The Company believes the issuance qualified for exemption because the transaction did not involve a public offering and the investor represented
that it was acquiring the securities for investment purposes.
Item 9.01. Financial Statements and Exhibits.
| Item No. |
|
Description |
| |
|
|
| 10.1 |
|
6% Convertible Redeemable Note dated July 8, 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 |
