SHMP 8-K
NaturalShrimp Inc (SHMP)
8-K
2021-05-11
For: 2021-05-05
View Original
Added on
July 28, 2026
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 5,
2021
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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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.
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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Opinion
of Lucosky Brookman LLP
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Form of
Securities Purchase Agreement, dated as of April 14, 2021, by and
between the Company and the Purchaser, incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company
with the SEC on April 15, 2021.
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Consent
of Lucosky Brookman LLP (contained in Exhibit 5.1
hereto)
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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:
May 11, 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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Exhibit 5.1
May 11,
2021
NaturalShrimp
Incorporated
15150
Preston Road, Suite 300
Dallas,
Texas 75248
Re:
NaturalShrimp Incorporated Offering of Shares
Registration
Statement on Form S-3 (No. 333-253953)
Ladies
and Gentlemen:
We have acted as counsel for NaturalShrimp
Incorporated, a Nevada corporation (the “Company”),
in connection with the registration under the Securities Act of
1933, as amended (the “Securities
Act”), of the offer and
sale (the “Offering”)
by the Company of up to an aggregate of 15,454,456 shares of the
Company’s common stock, $0.0001 par value per share (the
“Shares”),
pursuant to an Securities Purchase Agreement dated April 14, 2021
(the “Purchase
Agreement”) entered into
by and between the Company and GHS Investments LLC. The Shares have
been offered for sale pursuant to a final prospectus
supplement dated May 5, 2021 and filed with the U.S. Securities and Exchange Commission (the
“SEC” or the “Commission”)
pursuant to Rule 424(b) under the Securities Act on May 11, 2021
(the “Prospectus
Supplement”), and to the
base prospectus (such base prospectus, as amended and supplemented
by the Prospectus Supplement, the “Prospectus”)
that form a part of the Company’s registration statement on
Form S-3 (No. 333-253953), initially filed by the Company with the
Commission on March 5, 2021, and declared effective by the
Commission on March 22, 2021 (the “Registration
Statement”).
This
opinion is being furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act, in connection with the
Registration Statement, and no opinion is expressed or may be
implied herein as to any matter pertaining to the contents of the
Registration Statement, or the Prospectus.
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of (a) the Articles of
Incorporation of the Company, as amended (the
“Articles of
Incorporation”), (b) the
Bylaws of the Company, as amended (the “Bylaws”),
(c) the Registration Statement and all exhibits thereto, (d) the
unanimous written consent of the Board of Directors (the
“Board”)
approving the filing of the Registration Statement and other
related matters; (e) the Purchase Agreement; and (f) the originals
or copies certified to our satisfaction of such other documents,
records, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the
opinion expressed below.
In
rendering this opinion, we have assumed: (i) information contained
in documents reviewed by us is true, complete and correct; (ii) the
genuineness and authenticity of all signatures; (iii) the
authenticity of all documents submitted as originals; (iv) the
conformity to authentic originals of all documents submitted to as
copies; (v) the accuracy, completeness and authenticity of
certificates of public officials; (vi) the obligations of parties
other than the Company to the Purchase Agreement being valid,
binding and enforceable; (vii) the legal capacity of all natural
persons; and (viii) that the Shares will be issued and sold in in
the manner specified in the Registration Statement and Prospectus.
In making our examination of executed documents or documents to be
executed, we have assumed that they constitute or will constitute
valid, binding and enforceable obligations of all parties thereto
other than the Company.
As
to various questions of fact material to the opinions expressed
below, we have, without independent third party verification of
their accuracy, relied in part, and to the extent we deemed
reasonably necessary or appropriate, upon the representations and
warranties of the Company and the purchasers contained in such
documents, records, certificates, instruments or representations
furnished or made available to us by the Company or the purchasers,
including the Registration Statement and Purchase
Agreement.
The
foregoing opinions are limited to the laws of the State of Nevada.
We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations (and in particular, we express no
opinion as to any effect that such other laws, statutes,
ordinances, rules, or regulations may have on the opinions
expressed herein). No opinion is expressed herein with respect to
the qualification of the Shares under the securities or ‘blue
sky’ laws of any state or any foreign jurisdiction. This
opinion is limited to the matters set forth herein, and no other
opinion should be inferred beyond the matters expressly stated. We
have made such examination of Nevada law as we have deemed relevant
for purposes of this opinion. We express no opinion as to any
county, municipal, city, town or village ordinance, rule,
regulation or administrative decision. We express no opinion as to
the enforceability of the Purchase Agreement.
Our
opinion is based on the laws as in effect on the date hereof, and
we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion
expressed herein. We are not rendering any opinion as to compliance
with any federal or state antifraud law, rule or regulation
relating to securities, or to the sale or issuance
thereof.
On
the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been authorized by all necessary
corporate action of the Company and, when issued and sold in
accordance with the Purchase Agreement and in the manner
contemplated by the Registration Statement and the Prospectus
Supplement, against payment of the consideration therefor as
provided therein, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the
caption “Legal
Matters” in the
Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit to a Current Report of the Company on
Form 8-K being filed on the date hereof and incorporated by
reference into the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
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