Material Agreement, Financial Obligation (Form 8-K)

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.