UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~October 30~~November 17, 2015

SEAL123, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35634

33-0415940

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

26972 Burbank

Foothill Ranch, CA 92610

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:

(949) 699-3900

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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 14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.0301. ~~Bankruptcy~~Other ~~or Receivership~~Information.

As previously disclosed in a Current Report on Form 8-K filed by Seal123, Inc. (formerly known as The Wet Seal, Inc.) (the “Company”) on January 16, 2015 and in subsequent Current Reports on Form 8-K filed by the Company thereafter (collectively, the “Prior Form 8-Ks”), on January 15, 2015, the Company and its three subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being administered under the caption “In re Seal123, Inc., et al.”, Case Nos. 15-10081-10084 (the “Chapter 11 Cases”).

On ~~October~~November 3017, 2015, ~~the~~ ~~Bankruptcy Court entered an order (~~the ~~“Confirmation~~Debtors ~~Order”),~~filed ~~attached~~their ~~hereto~~monthly asoperating ~~Exhibit~~report ~~99.1,~~for ~~confirming~~ the ~~First~~period ~~Amended Joint Plan~~ of ~~Liquidation of Seal123~~October 1, ~~Inc.~~2015 ~~and~~through ~~Subsidiary Debtors and Their Official Committee of Unsecured~~October 31, ~~Creditors~~2015 (the “~~Plan”),~~October ~~which~~Monthly ~~was~~Operating ~~filed~~Report”) with the Bankruptcy Court ~~on September 8, 2015~~. AThe ~~copy~~October ofMonthly ~~the~~Operating ~~confirmed~~Report ~~Plan~~ is attached hereto as Exhibit ~~A to the Confirmation Order~~99.1 ~~The~~and ~~Plan~~ is ~~presently~~incorporated ~~anticipated~~herein toby ~~become effective on or around December 31, 2015~~reference.

~~Summary~~Cautionary ofStatement Regarding the ~~Material~~October ~~Features~~Monthly ofOperating ~~the~~Report ~~Plan~~

The ~~following~~Company iscautions ainvestors ~~summary~~and potential investors not to place undue reliance upon the information contained in the October Monthly Operating Report which was not prepared for the purpose of providing the ~~material~~basis ~~features~~for an investment decision relating to any of the ~~Plan~~securities of the Company. ~~This~~The ~~summary~~October ~~highlights~~Monthly ~~only~~Operating ~~certain~~Report ~~substantive~~is ~~provisions~~limited in scope, covers limited time periods, and has been prepared solely for the purpose of complying with the ~~Plan~~monthly reporting requirements of the Bankruptcy Court. The October Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws, and is ~~not~~ ~~intended~~subject to future adjustment and reconciliation. There can be ano ~~complete~~assurance ~~description~~that, from the perspective of an investor or potential investor in the ~~Plan~~Company’s securities, the October Monthly Operating Report is complete. ~~This~~The ~~summary~~October Monthly Operating Report also contains information for a period which is ~~qualified~~shorter and otherwise different from those required in ~~its~~the ~~entirety~~Company’s periodic byreports ~~reference~~pursuant to the ~~full~~Securities ~~text~~Exchange Act of 1934, as amended (the ~~Confirmation~~“Exchange ~~Order~~Act”), and such information might not be indicative of the ~~Plan,~~Company’s ~~which~~financial ~~are~~condition ~~attached~~or ~~hereto~~operating asresults ~~Exhibit~~for 99a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act.1 ~~and~~Information ~~incorporated~~set byforth ~~reference~~in ~~herein~~the October Monthly Operating Report should not be viewed as indicative of future results.

~~The~~Cautionary ~~Plan~~Statement ~~provides~~Regarding ~~for~~Forward-Looking ~~the~~Statements creation of a liquidation trust (the “Liquidation Trust”) that will administer and liquidate all remaining property of the Debtors (the “Liquidation Trust Assets”), after the payment of certain fees and expenses as described more fully in the Plan. The Liquidation Trust shall hold and distribute the Liquidation Trust Assets in accordance with the provisions of the Plan. On the effective date of the Plan, among other things, (i) all of the Company’s existing equity securities, including its existing common stock, will be cancelled (with no payments being made in respect thereof) and the Company will be dissolved automatically pursuant to the terms of the Plan, (ii) the Company will file a Certificate of Dissolution with the Secretary of State of the State of Delaware to formally extinguish the Company’s corporate existence with the State of Delaware, and (iii) the Company will file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission to terminate the registration of its securities under Section 12(g) of Securities Exchange Act of 1934, as amended.

~~Share~~This ~~Information~~Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such factors include, but are not limited to, risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iii) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (iv) the length of time the Company will operate under the Chapter 11 Cases, (v) risks associated with third party motions in the Chapter 11 Cases, (vi) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (vii) the Company’s ability to execute its business while in bankruptcy, and (viii) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties described in other past filings with the Securities and Exchange Commission. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore believes that the shares of its common stock are worthless.

Prior to the confirmation of the Plan, 84,358,776 shares of the Class A common stock, $0.10 par value per share, of the Company were issued and outstanding. There are no shares outstanding of the Company’s Class B common stock, par value $0.10 per share, or any preferred stock of the Company. No shares of common stock of the Company are reserved for future issuance in respect of claims and interests filed and allowed under the Plan or otherwise. As of the effective date of the Plan, all equity interests in the Company will be cancelled and will have no value.

Assets of the Debtors

The Debtors’ principal assets primarily consist of cash and cash equivalents and various claims and causes of action. After accounting for various fees and expenses, the Debtors estimate a range of cash available for distributions by the Liquidation Trust of approximately $5 million to $6 million. These ranges do not take into account any additional potential recoveries with respect to the various claims or causes of action that the Liquidation Trust may pursue in the future.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore believes that the shares of its common stock are worthless.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

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 hereunto duly authorized.

		SEAL123, INC. (Registrant)
Date: November 4, 2015	By:	/s/ Bill Langsdorf
Date: November 18, 2015	By:	/s/ Bill Langsdorf
	Name:	Bill Langsdorf
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

EXHIBITNUMBER		DESCRIPTION
99.1		~~Findings~~Monthly ofOperating ~~Fact,~~Report ~~Conclusions~~for the period of ~~Law~~October 1, ~~and~~2015 ~~Order~~through ~~Confirming~~October ~~First~~31, ~~Amended~~2015, ~~Joint~~as ~~Plan~~filed ofwith ~~Liquidation~~the ofUnited ~~Seal123,~~States ~~Inc.~~Bankruptcy ~~and~~Court ~~Subsidiary~~for ~~Debtors~~the ~~and~~District ~~Their~~of ~~Official~~Delaware ~~Committee~~on ofNovember ~~Unsecured~~17, ~~Creditors~~2015.

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