Kinetic Seas Inc. 8-K

What Happened
Kinetic Seas Incorporated announced it entered a Securities Purchase Agreement with LABRYS FUND II, L.P. and issued an unsecured promissory note dated February 23, 2026. The note has a principal amount of $148,500 but was issued at an original-issue discount for gross proceeds of $135,000, and it matures on February 23, 2027. The note includes an 8% one-time interest charge earned at issuance and requires scheduled amortization payments beginning May 18, 2026. The note may be convertible into the company’s common stock under its terms.

Key Details

• Principal amount: $148,500; gross proceeds to the company: $135,000 (issued with an original-issue discount).
• Interest and term: 8% one-time interest charge earned at issuance; maturity date February 23, 2027.
• Payments and security: scheduled amortization payments start May 18, 2026; the note is unsecured and contains customary covenants and events of default; default may accelerate repayment with a premium.
• Securities treatment: issued in a private placement under Section 4(a)(2) and Rule 506 of Regulation D to an accredited investor (LABRYS FUND II, L.P.); note may be convertible into common stock.

Why It Matters
This filing shows Kinetic Seas raised short-term financing through a debt instrument rather than an equity offering. The original-issue discount and one-time interest increase the effective cost of the borrowing, and scheduled amortization means the company will have near-term cash outflows starting May 18, 2026. Because the note is unsecured, lenders have no specific collateral claim, and because it is potentially convertible, there is a possibility of future stock dilution if conversion terms are exercised. Investors should note the added short-term liability on the balance sheet and monitor any future disclosures about conversion terms or events of default.