Key Highlights from the 8-K Report

• Kinetic Seas Incorporated entered into a Third Addendum to its Licensing Agreement with Sagtec Global Limited on July 7, 2026.
• The Third Addendum mandates the return of 2,000,000 consideration shares to Sagtec.
• The agreement also modifies provisions related to Rule 144, eliminates the existing right of first refusal, and establishes additional commercial arrangements between the parties.
• The transfer of shares was completed on July 27, 2026, following Sagtec’s delivery of transfer instructions on July 26, 2026.
• Kinetic Seas is classified as an Emerging Growth Company under SEC rules.

Detailed Analysis and Implications for Investors

Material Definitive Agreement: Third Addendum to Licensing Agreement

On July 7, 2026, Kinetic Seas Incorporated formally executed a Third Addendum to its ongoing Licensing Agreement with Sagtec Global Limited. This addendum is significant due to the following critical terms:

• Return of Shares: Kinetic Seas agreed to return 2,000,000 consideration shares to Sagtec. The process required Kinetic Seas to execute necessary transfer instructions and provide them to Sagtec’s transfer agent. Initially, Kinetic Seas had not received precise instructions regarding the transferee or registration details.
• Completion of Transfer: On July 26, 2026, Sagtec furnished the required Authorization and Transfer Instruction, designating its nominee to receive the returned shares. Kinetic Seas executed these instructions on July 27, 2026, thereby finalizing the transfer as stipulated in the addendum.
• Modification of Rule 144 Provisions: The Third Addendum changes the terms related to the resale of securities under SEC Rule 144. This could potentially affect the timing and ability of Sagtec to sell or transfer shares acquired under the agreement.
• Elimination of Right of First Refusal: The right of first refusal, previously held by one party to purchase shares before they are sold to a third party, has been eliminated. This may affect future share transactions and the company’s control over share ownership dynamics.
• Additional Commercial Arrangements: The Addendum establishes new commercial arrangements between Kinetic Seas and Sagtec, although specific details were not fully disclosed in the report.

Potential Price-Sensitive Information

• Share Return and Transfer: The return and re-registration of 2,000,000 shares to Sagtec could significantly affect Kinetic Seas’ share structure and potential supply of shares in the market. If Sagtec decides to sell or transfer these shares, it could impact the stock’s trading volume and price stability.
• Rule 144 Changes: Alterations to Rule 144 resale provisions may enable earlier or more flexible share sales by Sagtec, affecting the float and market perception.
• Elimination of Right of First Refusal: This change could increase the risk of shares being transferred to third parties without input or control from Kinetic Seas, possibly leading to changes in significant shareholdings.
• Emerging Growth Company Status: Kinetic Seas continues to qualify as an Emerging Growth Company, which means it is subject to reduced SEC reporting and compliance obligations, potentially allowing for more flexibility in operations and lower compliance costs.

Additional Information for Shareholders

• No securities currently registered under Section 12(b): Kinetic Seas has reported that no securities are currently listed or registered on any exchange. This may limit liquidity and market access for the company’s shares.
• No written communications, soliciting material, or tender offers: The company reported that this 8-K filing is not intended to serve as written communications under Rule 425, as soliciting material under Rule 14a-12, or as pre-commencement tender offers under Rules 14d-2(b) or 13e-4(c).
• Financial Statement Impact: The report does not include new financial statements, but the return of shares and alteration of share rights could affect the equity structure in future filings.

Exhibits Included

• Exhibit 104: The cover page from this Current Report on Form 8-K, formatted in Inline XBRL, has been provided as an exhibit, complying with SEC reporting requirements.