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): December 16,
2020
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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None
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None
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None
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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
December 18, 2020, NaturalShrimp Incorporated (the “Company”),
entered into securities purchase agreements (the “Purchase
Agreement”) with GHS Investments LLC, Platinum Point Capital LLC
and BHP Capital NY (collectively, the “Investors”) , whereby, at
the closing, the Investors have agreed to purchase from the Company
an aggregate of 5,000 shares of the Company’s Series D Convertible
Preferred Stock, par value $0.0001 per share (the “Series D
Preferred Stock”), at a purchase price of $1,000 per share of
Series D Preferred Stock. The aggregate purchase price for the
Series D Preferred Stock is $5,000,000. In connection with the sale
of the Series D Preferred Stock, the Investors will receive
6,000,000 shares of the Company’s common stock, par value $0.0001
(the “Commitment Shares”).
As
further described in Item 3.03, the shares of Series D Preferred
Stock have a stated value of $1,200 per share and are convertible
into Common Stock at a price of $0.10 per share, subject to
adjustment.
The
representations and warranties contained in the Purchase Agreement
were made by the parties to, and solely for the benefit of, the
other in the context of all of the terms and conditions of the
Purchase Agreement and in the context of the specific relationship
between the parties. The provisions of the Purchase Agreement,
including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to the
Purchase Agreement. The Purchase Agreement is not intended for
investors and the public to obtain factual information about the
current state of affairs of the parties.
Item 1.01 of
this Current Report on Form 8-K contains only a brief description
of the material terms of the Purchase Agreement and does not
purport to be a complete description of the rights and obligations
of the parties thereunder, and such description is qualified in its
entirety by reference to the full text of the Purchase Agreement
and the forms of which is attached as Exhibits 10.1 to this Current
Report on Form 8-K, and are incorporated herein by
reference.
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 D Preferred Stock and Commitment Shares were 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
Investors had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since the Investors 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
December 16, 2020, the Secretary of State of the State of Delaware
delivered confirmation of the effective filing of the Company’s
Certificate of Designations of the Preferred Stock, which
established 20,000 shares of the Company’s Series D Preferred
Stock, having such designations, rights and preferences as set
forth therein (the “Series D Designation”).
The
shares of Series D Preferred Stock have a stated value of $1,200
per share (the “Series D Stated Value”) and are convertible into
Common Stock at the election of the holder of the Series D
Preferred Stock, at any time following a Qualified Offering (as
defined in the Series D Designation) at a price of $0.10 per share,
subject to adjustment (the “Conversion Price”). Each holder of
Series D Preferred Stock shall be entitled to receive, with respect
to each share of Series D Preferred Stock then outstanding and held
by such holder, dividends at the rate of twelve percent (12%) per
annum (the “Preferred Dividends”).
The
Preferred Dividends shall accrue and be cumulative from and after
the date of issuance of any share of Series D Preferred Stock on a
daily basis computed on the basis of a 360-day year and compounded
daily. The Preferred Dividends are payable quarterly. The Company
shall pay such dividends in the form of cash or Series D Preferred
Stock, as determined by the Company.
The
holders of Series D Preferred Stock rank senior to the Common Stock
and Common Stock Equivalents (as defined in the Series D
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). In addition, as further described in the Series D
Designation, as long as any of the shares of Series D Preferred
Stock are outstanding, the Company will not take certain corporate
actions without the affirmative vote at a meeting (or the written
consent with or without a meeting) of the majority of the shares of
Series D Preferred Stock then outstanding.
Each share of Series D Preferred Stock shall be
convertible, at any time and from time to time after the Qualified
Offering (as defined in Series D Designation) the at the option of the holder of such shares,
into that number of shares of Common Stock determined by dividing
the Series D Stated Value by the Conversion Price, subject to
certain beneficial ownership limitations.
The
Series D 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
D Preferred Stock, the Company will, within ten (10) calendar days,
file a registration statement covering the shares of Common Stock
underlying the Series D Preferred Shares. Additionally, the Company
will include the shares of Common Stock underlying the Series D
Preferred Shares in any registration statement which is being filed
by the Corporation’s existing investment banker, provided, that
said registration statement is not yet effective with the SEC and
provided that the Company receives the prior written approval of
said investment banker.
The
foregoing description of the Series D Designation does not purport
to be complete and is subject to, and qualified in its entirety by
the Series D 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
Number
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Description
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Certificate of
Designations of the Series D Convertible Preferred
Stock
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Form
Securities Purchase Agreement
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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: December 22,
2020
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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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