Current Report Filing (8-k)
June 01 2021 - 4:17PM
Edgar (US Regulatory)
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): May 19,
2021
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
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:
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.
SPA
On May
19, 2021, NaturalShrimp Incorporated (the “Company”)
entered into a Securities Purchase Agreement (the
“SPA”) with F&T Water Solutions, LLC
(“F&T”). Prior to entering into the SPA, the
Company owned fifty-one percent (51%) and F&T owned forty-nine
percent (49%) of the issued and outstanding shares of common stock
of Natural Aquatic Systems, Inc., a Texas corporation
(“NAS”). Upon the closing of the SPA, the Company would
purchase the NAS shares owned by F&T (980,000 shares of
NAS’ common stock) for a purchase price of $1 million dollars
in cash and shares of the Company’s common stock with a value
of $2 million.
The
Company paid the cash purchase price on May 20, 2021 and the
parties agreed on May 25, 2021 that the Company would issue shares
with a value of $0.505 per share for a total issuance of 3,960,396
shares of the Company’s common stock to F&T in connection
with the SPA. The purchase of the NAS shares closed on May 25,
2021.
Patents Purchase Agreement
On May
19, 2021, the Company entered into a Patents Purchase Agreement
(the “Patents Agreement”) with F&T. The Company and
F&T had previously jointly developed and patented a water
treatment technology used or useful in growing aquatic species in
re-circulating and enclosed environments (the “Patent”)
with each party owning a fifty percent (50%) interest. Upon the
closing of the Patents Agreement, the Company would purchase
F&T’s interest in the Patent, F&T’s 100%
interest in a second patent associated with the first Patent issued
to F&T in March 2018, and all other intellectual property
rights owned by F&T for a purchase price of $2 million dollars
in cash and shares of the Company’s common stock with a value
of $5 million.
The
Company paid the cash purchase price on May 20, 2021 and the
parties agreed on May 25, 2021 that the Company would issue shares
with a value of $0.505 per share for a total issuance of 9,900,990
shares of the Company’s common stock to F&T in connection
with the Patents Agreement. The closing of the Patents Agreement
took place on May 25, 2021.
Leak-Out Agreements
In
connection with the issuance of a total of 13,861,386 shares of the
Company’s common stock pursuant to the SPA and the Patents
Agreement (the “Shares”), the Company and F&T, on
May 19, 2021, entered into two separate leak-out agreements (the
“Leak-Out Agreements”). Pursuant to the Leak-Out
Agreements, F&T agreed that it would not sell or transfer the
Shares for six (6) months following the closing of the SPA and
Patents Agreement and that, following these six months, each
shareholder of F&T who was issued a portion of the Shares could
sell up to one-sixth (1/6) of their portion of the Shares every
thirty (30) day period occurring thereafter for the next six (6)
months. Following the one year anniversary of the closings, there
will be no further restrictions regarding the sale or transfer of
the Shares.
The
foregoing provides only a brief description of the material terms
of the SPA, the Patents Agreement, and the Leak-Out Agreements and
does not purport to be a complete description of the rights and
obligations of the parties thereunder, and such descriptions are
qualified in their entirety by reference to the full text of the
SPA, the Patents Agreement, and the Leak-Out Agreements filed as
exhibits to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The
applicable information included in Item 1.01 of this 8K with regard
to the May 25, 2021 closing of the SPA and the Patents Agreement is
incorporated herein by reference. As the Company did not acquire a
“business” as defined in Rule 11-01(d) of Regulation
S-X, the financial statements of F&T and pro forma financial
information are not required to be filed.
Item 3.02 Unregistered Sales of Equity Securities.
The
applicable information included in Item 1.01 of this 8-K is
incorporated by reference in this Item 3.02. The issuance of the
Share was not registered under the under the Securities Act of
1933, as amended (the “Securities Act”) but qualified
for exemption under Section 4(a)(2) of the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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Securities
Purchase Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021
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Patents
Purchase Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021.
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Form of
Leak-Out Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021.
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#
Certain schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company will furnish
supplementally copies of omitted schedules and exhibits to the
Securities and Exchange Commission or its staff upon its
request.
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:
June 1, 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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