Attached files
| file | filename |
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| EX-10.2 - FORM OF EXCHANGE AGREEMENT - NaturalShrimp Inc | shmp_ex10-2.htm |
| EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT - NaturalShrimp Inc | shmp_ex10-1.htm |
| EX-5.1 - OPINION OF LUCOSKY BROOKMAN LLP - NaturalShrimp Inc | shmp_ex5-1.htm |
| EX-4.1 - FORM OF WARRANT - NaturalShrimp Inc | shmp_ex4-1.htm |
| EX-3.1 - CERTIFICATE OF DESIGNATIONS OF THE SERIES E CONVERTIBLE PREFERRED STOCK - NaturalShrimp Inc | shmp_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934
Date of Report (Date of earliest event reported): April 14,
2021
NATURALSHRIMP INCORPORATED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-54030
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74-3262176
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15150 Preston Road, Suite #300
Dallas, Texas 75248
(Address of principal executive offices, including zip
code)
(866) 351-5907
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
[
] Written communication
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On
April 14, 2021, NaturalShrimp Incorporated (the
“Company”) entered into a securities purchase agreement
(the “Purchase Agreement”) with an accredited investor
(the “Purchaser”), for the offering (the
“Offering”) of (i) $5,000,000 worth of common stock
(“Shares”), par value $0.0001 per share, of the Company
(“Common Stock”); at a per share purchase price of
$0.55 per Share (ii) common stock purchase warrants
(“Warrants”) to purchase up to an aggregate of
10,000,000 shares of Common Stock, which are exercisable for a
period of five years after issuance at an initial exercise price of
$0.75 per share, subject to certain adjustments, as provided in the
Warrants; and (iii) 1,000,000 shares of Common Stock (the
“Commitment Shares”). Pursuant to the Purchase
Agreement, the Purchaser is purchasing the Shares, accompanying
Warrants and Commitment Shares for an aggregate purchase price of
$5,000,000. The number of shares of common stock outstanding
immediately after the Offering was 573,280,090 shares (excluding
the exercise of the warrants offered in the Offering). The Company
expects to receive approximately $4,925,000 in net proceeds from
the Offering before exercise of the Warrants and after deducting
the discounts, commissions, and other estimated offering expenses
payable by the Company. The Company expects to use the net proceeds
from the Offering to redeem 2,450 shares of Series D Preferred
Stock in the aggregate amount of $3,658,800, for working capital
and for general corporate purposes.
The
Shares, the accompanying Warrants and Commitment Shares will be
issued to the Purchaser in a registered direct offering (the
“Registered Offering”), pursuant to which the Shares,
the Warrants, the Commitment Shares and the shares of Common Stock
issuable upon exercise of the Warrants, will all be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to a prospectus supplement to the
Company’s currently effective registration statement on Form
S-3 (File No. 333-253953), which was initially filed with the U.S.
Securities and Exchange Commission (the “SEC”) on March
5, 2021, and was declared effective on March 22, 2021 (the
“Shelf Registration Statement”). A prospectus
supplement for the Offering will be filed on April 15, 2021 and
will be available on the SEC’s web site at http://www.sec.gov.
The
Purchase Agreement contains customary representations, warranties
and agreements by the Company and the other parties thereto,
customary conditions to closing, indemnification obligations of the
parties, including for liabilities under the Securities Act and
other obligations of the parties.
Further,
pursuant to the terms of the Purchase Agreement, from the date
thereof until the date that is the twelve-month anniversary of the
closing of the Offering, upon any issuance by the Company or any of
its subsidiaries of Common Stock or Common Stock Equivalents for
cash consideration, indebtedness or a combination of units thereof
(a “Subsequent Financing”), each Purchaser shall have
the right to participate in up to an amount of the Subsequent
Financing equal to 100% of the Subsequent Financing on the same
terms, conditions and price provided for in the Subsequent
Financing.
Share Exchange Agreement
On
April 14, 2021, the Company, entered into a share exchange
agreement (the “Exchange Agreement”) with a holder of
the Series D Preferred Stock, whereby, at the closing of the
Offering, the Holder has agreed to exchange an aggregate of 3,600
shares of the Company’s Series D Preferred Stock, par value
$0.0001 per share (the “Series D Preferred Stock”) into
approximately 3,739.63 shares of the Company’s Series E
Convertible Preferred stock, par value $0.0001 (the “Series E
Preferred Stock”). In connection with the Exchange Agreement,
the Company has filed a Certificate of Designation of Preferences
of the Series E Convertible Preferred Stock with the State of
Nevada.
The
foregoing description of the Purchase Agreements, the Exchange
Agreement and the Warrants are qualified in their entirety by
reference to the full text of such Purchase Agreement, Exchange
Agreement, and Warrants, the forms of which are attached as
Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report
on Form 8-K (this “Form 8-K”), and which are
incorporated herein in their entirety by reference. The Company is
filing the opinion of its counsel, Lucosky Brookman LLP, relating
to the legality of the issuance and sale of the Shares, the
Commitment Shares and the Warrants as Exhibit 5.1 hereto. Exhibit
5.1 is incorporated herein by reference and into the Shelf
Registration Statement.
This
Form 8-K contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that express
the Company’s intentions, beliefs, expectations, strategies,
predictions, or any other statements related to the Company’s
future activities, or future events or conditions. These statements
are based on current expectations, estimates and projections about
the Company’s business based, in part, on assumptions made by
its management. These statements are not guarantees of future
performances and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those
risks discussed in documents that the Company files from time to
time with the SEC. Any forward-looking statements speak only as of
the date on which they are made, and the Company undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Form 8-K, except as
required not by law.
Item 3.02 Unregistered Sales of Equity
Securities.
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
The
Series E Preferred Stock are not registered under the Securities
Act, but qualified for exemption under Section 4(a)(2) and/or
Regulation D of the Securities Act. The securities were exempt from
registration under Section 4(a)(2) of the Securities Act because
the issuance of such securities by the Company did not involve a
“public offering,” as defined in Section 4(a)(2) of the
Securities Act, due to the insubstantial number of persons involved
in the transaction, size of the offering, manner of the offering
and number of securities offered. The Company did not undertake an
offering in which it sold a high number of securities to a high
number of investors. In addition, the Holder had the necessary
investment intent as required by Section 4(a)(2) of the Securities
Act since the Holder agreed to, and received, the securities
bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above
factors, the Company has met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security
Holders.
The
information set forth in Item 1.01 and Item 3.02 of this Current
Report on Form 8-K is incorporated by reference into this Item
3.03.
On
April 14, 2021, the Secretary of State of the State of Nevada
delivered confirmation of the effective filing of the
Company’s Certificate of Designations of the Series E
Preferred Stock, which established 10,000 shares of the
Company’s Series E Preferred Stock, having such designations,
rights and preferences as set forth therein (the “Series E
Designation”).
The
shares of Series E Preferred Stock have a stated value of $1,200
per share (the “Series E Stated Value”) and are
convertible into Common Stock at the election of the holder of the
Series E Preferred Stock at any time at a price of $0.35 per share,
subject to adjustment (the “Conversion Price”). The
Series E Preferred Stock is convertible into that number of shares of Common Stock
determined by dividing the Series E Stated Value (plus any and all
other amounts which may be owing in connection therewith) by the
Conversion Price, subject to certain beneficial ownership
limitations.
Each
holder of Series E Preferred Stock shall be entitled to receive,
with respect to each share of Series E Preferred Stock then
outstanding and held by such holder, dividends at the rate of
twelve percent (12%) per annum, payable quarterly (the
“Preferred Dividends”).
The
holders of Series E Preferred Stock rank senior to the Common Stock
and Common Stock Equivalents (as defined in the Series E
Designation) with respect to payment of dividends and rights upon
liquidation and will vote together with the holders of the Common
Stock on an as-converted basis, subject to beneficial ownership
limitations, on each matter submitted to a vote of holders of
Common Stock (whether at a meeting of shareholders or by written
consent).
The Series E Designation are subject to certain Registration
Rights, whereby if the Corporation does not complete a market
listing to the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing) within
one hundred twenty (120) calendar days from the issuance of the
Series E Preferred Stock, the Company will, within ten (10)
calendar days, file a registration statement covering the shares of
Common Stock underlying the Series E Preferred Shares.
Additionally, the Company will include the shares of Common Stock
underlying the Series E Preferred Shares in any registration
statement which shall be hereafter filed by the Company, subject to
certain requirements, as noted in the Series E
Designation.
The
foregoing description of the Series E Designation does not purport
to be complete and is subject to, and qualified in its entirety by
the Series E Designation, a copy of which is attached as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The
information set forth in Item 1.01, Item 3.02, and Item 3.03 of
this Current Report on Form 8-K is incorporated by reference into
this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Certificate
of Designations of the Series E Convertible Preferred
Stock
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Form
of Warrant
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Opinion
of Lucosky Brookman LLP
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Form
of Securities Purchase Agreement, dated as of April 14, 2021, by
and between the Company and the Purchaser
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Form of
Exchange Agreement, dated as of April 14, 2021 by and between the
Company and a holder of the Series D Preferred Stock
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Consent
of Lucosky Brookman LLP (contained in Exhibit 5.1
hereto)
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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, hereunto duly authorized.
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NATURALSHRIMP INCORPORATED
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Date:
April 15, 2021
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By:
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/s/
Gerald
Easterling
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Name:
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Gerald
Easterling
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Title:
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Chief
Executive Officer
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