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): August 21, 2018
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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5080 Spectrum Drive, Suite 1000
Addison, Texas 75001
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (888) 791-9474
(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 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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined 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 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.
On
August 21, 2018, NaturalShrimp
Incorporated, a Nevada corporation (the “Company”),
entered into an Equity Financing Agreement (“Equity Financing
Agreement”) and Registration Rights Agreement
(“Registration Rights Agreement”) with GHS Investments
LLC, a Nevada limited liability company (“GHS”).
Under the terms of the Equity Financing Agreement, GHS agreed to
provide the Company with up to $7,000,000 upon effectiveness of a
registration statement on Form S-1 (the “Registration
Statement”) filed with the U.S. Securities and Exchange
Commission (the “Commission”)
Following
effectiveness of the Registration Statement, the Company shall have
the discretion to deliver puts to GHS and GHS will be obligated to
purchase shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”) based on the
investment amount specified in each put notice. The maximum amount
that the Company shall be entitled to put to GHS in each put notice
shall not exceed two hundred percent (200%) of the average daily
trading dollar volume of the Company’s Common Stock during
the ten (10) trading days preceding the put, so long as such amount
does not exceed $300,000. Pursuant to the Equity Financing
Agreement, GHS and its affiliates will not be permitted to purchase
and the Company may not put shares of the Company’s Common
Stock to GHS that would result in GHS’s beneficial ownership
equaling more than 9.99% of the Company’s outstanding Common
Stock. The price of each put share shall be equal to eighty percent
(80%) of the Market Price (as defined in the Equity Financing
Agreement). Puts may be delivered by the Company to GHS until the
earlier of thirty-six (36) months after the effectiveness of the
Registration Statement or the date on which GHS has purchased an
aggregate of $7,000,000 worth of Common Stock under the terms of
the Equity Financing Agreement. Additionally, in accordance with
the Equity Financing Agreement, the Company shall issue GHS a
promissory note in the principal amount of $15,000 to offset
transaction costs (the “Note”). The Note bears interest
at the rate of 8% per annum, is not convertible and is due 180 days
from the issuance date of the Note.
The Registration Rights Agreement provides that the Company shall
(i) use its best efforts to file with the Commission the
Registration Statement within 30 days of the date of the
Registration Rights Agreement; and (ii) have the Registration
Statement declared effective by the Commission within 30 days after
the date the Registration Statement is filed with the Commission,
but in no event more than 90 days after the Registration Statement
is filed.
The foregoing is only a brief description of the material terms of
the Note, Equity Financing Agreement and Registration Rights
Agreement, 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
Note, Equity Financing Agreement and Registration Rights Agreement
filed as Exhibits 4.1, 10.1, and 10.2, respectively, to this
Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
Exhibit No.
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Description
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Promissory
Note issued by NaturalShrimp Incorporated in favor of GHS
Investments LLC
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Equity
Financing Agreement dated August 21, 2018 by and between
NaturalShrimp Incorporated and GHS Investments, LLC
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Registration
Rights Agreement dated August 21, 2018 by and between NaturalShrimp
Incorporated and GHS Investments, LLC
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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:
August 27, 2018 |
By:
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/s/ Bill G.
Williams
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Bill G.
Williams |
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Chief Executive
Officer |
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