UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~February 23, ~~2025~~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 31.0201 ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

~~During~~On February 23, 2026, Kinetic Seas Incorporated (the ~~three~~“Company”) entered ~~months~~into ~~ended~~a ~~September~~Securities ~~30,~~Purchase ~~2025~~Agreement with LABRYS FUND II, L.P. pursuant to which the Company ~~sold~~issued ~~610,000~~an ~~shares~~unsecured ofpromissory ~~common~~note (the ~~stock~~“Note”) in the principal amount of $148,500 for ~~total~~gross proceeds of $~~100~~135,000.

~~For~~The ~~the~~Note ~~sale~~matures ofon ~~the~~February ~~610~~23,~~000~~ ~~shares~~2027 ~~described above,~~ and ~~for~~includes ~~all~~an ~~unregistered~~original ~~sales~~issue ~~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~~discount. ~~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~~Note ~~who~~bears ~~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~~8% ~~registration statement~~one-time orinterest ancharge ~~exemption~~earned ~~from~~as ~~registration. No commission or other form~~ of ~~remuneration~~issuance ~~was~~and ~~given~~provides tofor ~~any~~scheduled ~~person~~amortization inpayments ~~connection~~beginning ~~with~~May ~~the~~18, ~~issuance of these securities~~2026.

~~Item~~The 8Note contains customary covenants and events of default.01 ~~Other~~Upon ~~Events~~an event of default, the outstanding amount may become immediately due and payable at a premium.

~~Our~~The ~~Articles~~Note ofmay ~~Incorporation~~be ~~and~~convertible ~~By-Laws~~into ~~authorize us~~shares ~~to indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because~~ of ~~his~~the ~~position,~~Company’s ifcommon ~~he acted~~stock inpursuant ~~good faith and in a manner he reasonably believed~~ to beits ~~in our best interest~~terms. ~~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.~~

WeThe ~~may~~foregoing ~~advance~~summary ~~expenses~~does ~~incurred~~not inpurport ~~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~~complete ~~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~~is ~~incurred~~ qualified in ~~defending~~its ~~the~~entirety ~~proceeding,~~by ~~and~~reference ifto the ~~officer~~Note orfiled ~~director~~as isExhibit ~~judged liable, only by a court order~~10.1 ~~The indemnification is intended~~ to bethis ~~to the fullest extent permitted by the laws of the State of Colorado~~report.

~~Regarding~~Item 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, unenforceable2.03 InCreation 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~~Direct ofFinancial ~~appropriate jurisdiction~~Obligation. ~~We will then be governed by the court's decision.~~

2The information set forth in Item 1.01 is incorporated herein by reference.

~~SIGNATURES~~Item 3.02 Unregistered Sales of Equity Securities.

~~Pursuant~~The toNote ~~the~~was ~~requirements~~issued in a private placement exempt from registration under Section 4(a)(2) of the Securities ~~Exchange~~ Act of ~~1934~~1933, ~~the~~as ~~registrant~~amended, ~~has~~and ~~duly~~Rule ~~caused~~506 ~~this~~of ~~report~~Regulation toD. The purchaser represented that it is an accredited investor. The securities have not been registered and may not be ~~signed~~offered onor ~~its~~sold ~~behalf~~absent byregistration ~~the~~or ~~undersigned~~an ~~thereunto duly~~applicable ~~authorized~~exemption.

	Kinetic Seas Incorporated
Dated: February 11, 2026	By:	/s/ Edward Honour
	Name:	Edward Honour
	Title:	Chief Executive Officer

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

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