8-K: Kinetic Seas and Sagtec Global Amend Licensing Agreement

Kinetic Seas Incorporated and Sagtec Global Limited have executed a third addendum to their licensing agreement, involving the return of 2 million shares and new commercial arrangements.

Summary

• Kinetic Seas Incorporated entered into a Third Addendum to its Licensing Agreement with Sagtec Global Limited on July 7, 2026.
• The addendum involves the return of 2,000,000 consideration shares from Kinetic Seas to Sagtec.
• It modifies provisions related to Rule 144 holding periods and eliminates Sagtec's right of first refusal on shares held by Kinetic Seas.
• New commercial arrangements include Sagtec's non-exclusive right to sell MaluDb database-as-a-service hosting internationally under the 'Skilliks' brand, along with integration and consulting services.
• Kinetic Seas will provide sales and technical support for these services.
• Revenue sharing for MaluDb Hosting Services and integration/consulting services will generally be 70% to Sagtec and 30% to Kinetic Seas, except for sales made by Kinetic Seas on behalf of Sagtec, which will be a 50/50 split.
• Kinetic Seas will act as the merchant of record for payments processed through the Skilliks.AI website.
• The transfer of the 2,000,000 shares was completed on July 27, 2026, with Sagtec designating a nominee, Yong Avon, to receive the shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it clarifies existing agreements, facilitates new commercial opportunities, and resolves shareholding matters, though it involves the return of shares.

Positives

• The return of 2 million shares simplifies the shareholding structure and potentially reduces future regulatory scrutiny for Kinetic Seas.
• New commercial arrangements grant Sagtec international rights to market and sell MaluDb hosting and services under the Skilliks brand, expanding market reach.
• A 50/50 revenue share for sales made by Kinetic Seas on behalf of Sagtec creates a new revenue stream for Kinetic Seas.
• The elimination of the right of first refusal provides Kinetic Seas with greater flexibility in managing its retained shares.
• The agreement clarifies revenue sharing and payment processing responsibilities, improving operational efficiency.

Negatives

• Kinetic Seas is returning 2,000,000 consideration shares, reducing its stake in Sagtec.
• A portion of previously transferred shares (approximately 65,000) were transferred in excess of specified notices, though Sagtec has ratified these transfers.

Risks

• The success of the international expansion of MaluDb hosting and services under the Skilliks brand depends on market reception and effective sales and support from both parties.
• Compliance with U.S. export control and sanctions laws is required for international sales.
• The open-source nature of MaluDb means Kinetic Seas cannot grant exclusive rights, and third parties can also develop services based on it.
• Future development of Enterprise Editions of MaluDb is not guaranteed.

Future Outlook

The agreement establishes new commercial arrangements for international sales of MaluDb hosting and services under the Skilliks brand, with defined revenue sharing models. Kinetic Seas will continue to develop and support the MaluDb platform and the Skilliks international version. The development of future Enterprise Editions is not guaranteed.

Management Comments

• Kinetic Seas Incorporated is filing this Current Report to disclose the execution and completion of the Third Addendum and the related transfer of shares.
• Sagtec Global Limited designates Yong Avon as its nominee to receive the Returned Shares on behalf of Sagtec, and the transfer and registration of the Returned Shares into the name of Yong Avon shall be deemed, for all purposes, to constitute full return of the Returned Shares to Sagtec and full compliance with Section 1.1 of the Third Addendum.

Industry Context

StockSavvy.ai notes that this amendment reflects a common strategy in the technology licensing space where companies adjust agreements to facilitate market expansion and clarify revenue streams, particularly for SaaS and open-source based products. The focus on internationalization and service offerings aligns with broader industry trends towards global cloud adoption and specialized database solutions.

Stakeholder Impact

• Shareholders of Kinetic Seas: The return of shares reduces Kinetic Seas' equity stake in Sagtec, but the new commercial arrangements may lead to future revenue growth.
• Shareholders of Sagtec: The return of shares increases Sagtec's equity, and the new international sales rights for MaluDb services could drive growth.
• Customers: Will have access to MaluDb hosting and services internationally under the Skilliks brand, with defined support structures.
• Employees: May see changes in roles related to international sales, support, and platform development.

Next Steps

• Kinetic Seas to execute and deliver necessary documents for the return of 2,000,000 Consideration Shares.
• Sagtec to cooperate with Kinetic Seas for the removal of restrictive legends from Retained Shares.
• Sagtec to promote, market, and sell MaluDb Hosting Services and integration/consulting services internationally.
• Kinetic Seas to provide sales and technical support for international services.
• Kinetic Seas to act as merchant of record for payments processed through Skilliks.AI website.
• Parties to provide periodic statements of sales, collections, and remittances.

Key Dates

Keywords

Licensing Agreement, MaluDb, Database-as-a-Service, Skilliks, Revenue Sharing, Share Transfer, SaaS, Technology Licensing