Item 1.01. Entry into a
Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”)
by NaturalShrimp Incorporated (the “Company”) on April
15, 2021, the Company entered into a securities purchase agreement
(the “Purchase Agreement”) with an accredited investor
(the “Purchaser”) on April 14, 2021, for the offering
of (i) $5,000,000 worth of common stock, 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 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, as commitment
shares.
Pursuant
to the Purchase Agreement, on May 5, 2021, the Purchaser purchased
an additional 15,454,456 shares of Common Stock (the
“Shares”) at a per share purchase price of $0.55 per
share (the “Second Closing”). Lake Street Capital
Markets, LLC (“Lake Street”) acted as a financial
advisor to the Company in connection with the Second Closing. Lake
Street is entitled to a fee equal to 3% of the gross proceeds
raised in the Second Closing, or an aggregate of
$255,000.
The
number of shares of common stock outstanding immediately after the
Second Closing was 591,692,455 shares. The Company expects to
receive approximately $8,200,000 in net proceeds from the Second
Closing and after deducting the fees and other estimated offering
expenses payable by the Company. The Company expects to use the net
proceeds from the Second Closing for working capital and for
general corporate purposes.
The
Shares will be issued to the Purchaser in a registered direct
offering pursuant to which the Shares 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 SEC
on March 5, 2021, and was declared effective on March 22, 2021 (the
“Shelf Registration Statement”). A prospectus
supplement for the Second Closing will be filed on May 11, 2021 and
will be available on the SEC’s website at http://www.sec.gov.
The
foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the
Purchase Agreement, which was filed as Exhibit 10.1 to the Current
Report on Form 8-K filed by the Company with the SEC on April 15,
2021, and is incorporated by reference into this Item
1.01.
The
Company is filing the opinion of its counsel, Lucosky Brookman LLP,
relating to the legality of the issuance and sale of the Shares 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.