Current Report Filing (8-k)
April 14 2020 - 7:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): April 9, 2020
NATURALSHRIMP INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada
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000-54030
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74-3262176
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification No.)
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15150 Preston Road, Suite #300
Dallas, Texas 75248
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (888) 791-9474
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications 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:
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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None
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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 in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b -2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark 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
On
April 30, 2019, a complaint was filed against NaturalShrimp
Incorporated (the “Company”) in the U.S. District Court
in Dallas, Texas alleging that the Company breached a provision in
a common stock purchase warrant for the purchase of the
Company’s common stock, par value $0.0001 (the “Common
Stock”), issued by the Company to Vista Capital Investments,
LLC (“Vista”) under a Security Purchase Agreement dated
January 23, 2017 (“Security Purchase Agreement”)
whereby the Vista acquired a Convertible Note for $262,500
(“Convertible Note”) and a five-year warrant for 70,000
shares of Common Stock (the “Warrant”) (collectively
the “Financing Transaction”). Vista alleged that the
Company failed to issue certain shares of the Company’s
Common Stock as was required under the terms of the Warrant. Vista
sought money damages in the approximate amount of $7,000,000, as
well as costs and reimbursement of expenses.
On
April 9, 2020 (the “Closing”), the Company, Vista and
David Clark (“Clark’), a principal of Vista, (the
“Parties”) entered into a Settlement Agreement and
Release (the “Settlement Agreement”) whereby the
Company shall (i) pay to Vista the sum of $75,000, which the
Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000
shares of the Company’s Common Stock (the “Settlement
Shares”). For a period of time equal to 90-days from the
Closing, or July 8, 2020, the Company shall have the right, but not
the obligation, to purchase back from Vista 8,750,000 of the
Settlement Shares at a price equal to the greater of (i) the volume
weighted-average trading price (“VWAP”) of the Common
Shares over the five (5) preceding trading days prior to the date
of the delivery of the Company’s written notice of such
repurchase or (ii) $0.02 per share.
The
Settlement Agreement also contained joint and mutual releases by
all Parties from any and all claims, demands, suits, debts,
promises, damages, judgements, executions, guaranties or warrants,
whether known or unknown, having to do with the Financing
Transaction.
The
foregoing descriptions of the Settlement Agreement and Financing
Transaction do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of the Settlement
Agreement, which is attached hereto as Exhibit 10.1, and
incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits
The
exhibit listed in the following Exhibit Index is filed as part of
this Current Report on Form 8-K.
Exhibit No.
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Description
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Settlement
Agreement and Release dated April 9, 2020, by and between
NaturalShrimp, Inc., Vista Capital Investments, LLC and David
Clark
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SIGNATURE
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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Dated: April 14,
2020
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By:
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/s/
Gerald Easterling
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Name:
Gerald Easterling
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Title:
Chief Executive Officer
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