NaturalShrimp Inc 8-K, filed Apr 14, 2020
NaturalShrimp Inc (SHMP)
8-K
2020-04-14
For: 2020-04-09
View Original
Added on
July 28, 2026
About this 8-K
NaturalShrimp Inc filed this 8-K on April 14, 2020, reporting on events of April 9, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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): April 9, 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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification No.)
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15150 Preston Road, Suite #300
Dallas, Texas 75248
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (888) 791-9474
N/A
(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 communications 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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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 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 checkmark 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
April 30, 2019, a complaint was filed against NaturalShrimp
Incorporated (the “Company”) in the U.S. District Court
in Dallas, Texas alleging that the Company breached a provision in
a common stock purchase warrant for the purchase of the
Company’s common stock, par value $0.0001 (the “Common
Stock”), issued by the Company to Vista Capital Investments,
LLC (“Vista”) under a Security Purchase Agreement dated
January 23, 2017 (“Security Purchase Agreement”)
whereby the Vista acquired a Convertible Note for $262,500
(“Convertible Note”) and a five-year warrant for 70,000
shares of Common Stock (the “Warrant”) (collectively
the “Financing Transaction”). Vista alleged that the
Company failed to issue certain shares of the Company’s
Common Stock as was required under the terms of the Warrant. Vista
sought money damages in the approximate amount of $7,000,000, as
well as costs and reimbursement of expenses.
On
April 9, 2020 (the “Closing”), the Company, Vista and
David Clark (“Clark’), a principal of Vista, (the
“Parties”) entered into a Settlement Agreement and
Release (the “Settlement Agreement”) whereby the
Company shall (i) pay to Vista the sum of $75,000, which the
Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000
shares of the Company’s Common Stock (the “Settlement
Shares”). For a period of time equal to 90-days from the
Closing, or July 8, 2020, the Company shall have the right, but not
the obligation, to purchase back from Vista 8,750,000 of the
Settlement Shares at a price equal to the greater of (i) the volume
weighted-average trading price (“VWAP”) of the Common
Shares over the five (5) preceding trading days prior to the date
of the delivery of the Company’s written notice of such
repurchase or (ii) $0.02 per share.
The
Settlement Agreement also contained joint and mutual releases by
all Parties from any and all claims, demands, suits, debts,
promises, damages, judgements, executions, guaranties or warrants,
whether known or unknown, having to do with the Financing
Transaction.
The
foregoing descriptions of the Settlement Agreement and Financing
Transaction do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of the Settlement
Agreement, which is attached hereto as Exhibit 10.1, and
incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits
The
exhibit listed in the following Exhibit Index is filed as part of
this Current Report on Form 8-K.
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Exhibit No.
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Description
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Settlement
Agreement and Release dated April 9, 2020, by and between
NaturalShrimp, Inc., Vista Capital Investments, LLC and David
Clark
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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: April 14,
2020
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By:
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/s/
Gerald Easterling
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Name:
Gerald Easterling
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Title:
Chief Executive Officer
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Exhibit 10.1
IN THE UNITED STATES DISTRICT COURT
FOR
THE SOUTHERN DISTRICT OF CALIFORNIA
________________________________________________
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NATURALSHRIMP, INC.
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Plaintiff
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vs.
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VISTA
CAPITAL INVESTMENTS, LLC
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And DAVID
CLARK
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Defendants
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___________________________
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the “Settlement
Agreement”) is entered into this
9th
day of April, 2020 by and between
NaturalShrimp, Inc. (“NaturalShrimp”) on the one hand
and Vista Capital Investments, LLC (“Vista”) and David
Clark, individually (“Clark”) on the other hand. The
parties are referred to collectively herein as the
“Parties” and singularly, a
“Party.”
1.0
Definitions.
The following terms used herein shall have the meaning set out
opposite the term.
1.1
“Security Purchase Agreement” means
that certain security purchase agreement dated January 23, 2017 by
and between NaturalShrimp and Vista whereby Vista acquired a
promissory note and a five-year warrant.
1.2
“Convertible Note” means a promissory
note dated January 23, 2017 in the principal amount of $262,500.00
wherein NaturalShrimp is maker and Vista is
holder.
1.3
“Warrant” shall mean that certain
warrant dated January 23, 2017 authorizing sale to and purchase by
Vista of 70,000 shares of the common stock of
NaturalShrimp.
1.4
“Financing Transaction” means that
transaction represented by the Security Purchase Agreement and the
acquisition of the Convertible Note and the Warrant by Vista made
the basis of the Lawsuit.
1.5
“Lawsuit” means the above styled and
enumerated cause filed in San Diego County, California pending
before the U.S. District Court for the Southern District of
California.
1.6
“Closing”
shall mean the date that the Parties execute this Settlement
Agreement.
2.0
Recitals
2.1
This Lawsuit arises
out of the Financing Transaction and the exercise or attempted
exercise by Vista of Vista's alleged rights under the Warrant and
Convertible Note.
2.2
The
Parties have denied and contested the other Party’s
assertions and allegations.
2.3
Notwithstanding the foregoing, the Parties now
desire to compromise, resolve and settle, finally and forever, the
disputes, claims and causes of action that were asserted or could
have been asserted in the Lawsuit by each, one against the
other.
2.4
All money and other consideration of any
description passing hereunder is both less than the Party receiving
said consideration, and more than the Party yielding such
consideration believes is due. All Parties hereto agree that
neither the giving of any consideration hereunder nor its
acceptance shall operate as, or be evidence of, any admission,
either of liability for, or lack of merit in any claim hereby
released. The Parties also agree that by the execution of this
Settlement Agreement the Parties hereto do not admit to the
truthfulness of any of the claims or allegations made by the
opposing party; rather, such claims, allegations and liability have
been and are hereby expressly denied by each of the undersigned
Parties.
3.0
Settlement
Consideration:
3.1
For and in consideration of the mutual releases
and other consideration set forth in in this paragraph 3.0 and in
paragraph 5.0, below, the Parties, intending to be legally bound,
hereby agree as follows:
3.2
NaturalShrimp, subject to the conditions set forth
in this paragraph 3.2, agrees to pay or provide or cause to be
provided to Vista, the following:
(a)
Upon
Closing, NaturalShrimp will pay to Vista the sum of seventy-five
thousand and no/100 dollars ($75,000.00) by wire transfer or other
immediately available funds no later than one (1) business day
after the Closing;
(b)
At
or effective as of the Closing and subject to subparagraph 3.2(c),
3.2(d) and 3.2(e), NaturalShrimp will issue or cause to be issued
to Vista seventeen million, five hundred thousand (17,500,000)
unrestricted, freely trading common shares of NaturalShrimp
(the
18.
“Settlement
Shares”);
(c)
For
a period of time equal to ninety (90) days from the date of Closing
(the “BuyBack Period”), NaturalShrimp shall have the
right but not the obligation to purchase from Vista eight million
seven hundred fifty thousand (8,750,000) of the Settlement Shares
(the “Allotted Settlement Shares”) at Market Price
(defined below).
(d)
Vista will
not, during the Buy-Back Period, offer, pledge, sell, contract to
sell, grant, lend, or otherwise transfer or dispose of an amount of
shares equal to the Allotted Settlement Shares, directly or
indirectly, without the prior written consent of
NaturalShrimp.
(e)
Vista will
not, following the Closing, on any given trading day, offer,
pledge, sell, contract to sell, grant, lend, or otherwise transfer
or dispose of the Settlement Shares (not including the Allotted
Settlement Shares during the Buy-Back Period, which are subject to
sub-section (3.1(d)), directly or indirectly, in an amount greater
than twenty percent (20%) of the average daily trading volume of
the common stock on said given trading day, on the OTCQX, OTCQB, or
the OTC Pink marketplaces, NASDAQ Capital Markets, NYSE, or other
trading market on which the common stock is then trading. Vista
shall only offer, pledge, sell, contract to sell, grant, lend, or
otherwise transfer or dispose of the Settlement Shares in open
market transactions and shall not offer, pledge, sell, contract to
sell, grant, lend, or otherwise transfer or dispose of the
Settlement Shares in private transactions without the prior written
consent of NaturalShrimp. For the avoidance of doubt, following the
Buy-Back Period, the Allotted Settlement Shares shall also be
subject to the restrictions contained in this sub-section
3.1(e).
4.0
Buy-Back
procedure:
4.1
To
affect the re-purchase of the Allotted Settlement Shares,
NaturalShrimp will give written notice by electronic mail to Vista
of NaturalShrimp’s intention to re-purchase the Allotted
Settlement Shares along with NaturalShrimp’s determination of
the Market Price and aggregate purchase price. The sending of such
notice shall create an enforceable obligation upon NaturalShrimp to
consummate such a purchase.
4.2
Payment
for the shares shall be via wire transfer to Vista’s account
of the Aggregate Purchase Price, and shall be made three (3)
business days after transmitting the written notice. The shares
re-purchased hereunder shall transfer two (2) business days after
receipt of the payment for the shares purchased hereunder. The
transfer of the Allotted Settlement Shares will be affected through
brokers or other persons able to cause the transfer of the relevant
shares of the Parties’ choosing.
4.3
“Market Price” shall be the greater of
(a) the volume weighted average trading price
(“VWAP”)
of the common shares over the five (5) preceding trading days prior
to the date of the delivery by electronic mail of the written
notice of the re-purchase, and (b) $0.02 per
share.
“Aggregate
Purchase Price” as used in this Section 4 shall mean the
Allotted Settlement Shares multiplied by the Market
Price.
4.4
The
right of NaturalShrimp to re-purchase the Allotted Settlement
Shares shall expire on the earlier to occur of (a) the lapsing of
ninety (90) calendar days from the date of Closing; (b) the failure
of NaturalShrimp to timely tender payment to Vista after providing
notice of NaturalShrimp’s intention to re-purchase Allotted
Settlement Shares; or (c) Natural Shrimp ceases to be a reporting
company under the Securities Exchange Act of 1934 .
5.0
5.0 Joint and Mutual Release
5.1
Except for the affirmative obligations set forth
herein, NaturalShimp, on behalf of itself and its respective direct
or indirect predecessors, successors, parent companies, divisions,
subsidiaries, agents, affiliates, subrogees, insurers, trustees,
trusts, administrators, representatives, personal representatives,
legal representatives, transferees, assigns and successors in
interest of assigns, and any firm, trust, corporation, partnership,
investment vehicle, fund or other entity managed or controlled by
NaturalShrimp or in which NaturalShrimp has or had a controlling
interest and the respective consultants, employees, legal counsel,
officers, directors, managers, shareholders, stockholders, owners
of any of the foregoing, agrees to and does hereby release, acquit
and forever discharge Vista and Clark, their representatives,
successors, subsidiaries and affiliates and all present and former
officers, directors, partners, principals, employees, attorneys,
insureds, agents and assigns (the “Vista Released
Parties”), from any and
all claims, demands, suits (including, but not limited to, the
Lawsuit), debts, promises, damages, judgments, executions,
guaranties or warranties whatsoever in law or in equity, actions
and causes of action of whatever kind and character whether in
contract or in tort, known or unknown and arising out of or having
to do with the Securities Purchase Agreement, the Convertible Note,
the Warrant and/or the
Financing
Transaction, the claims, causes of action or allegations described
in NaturalShrimp’s pleadings in this matter or any actions or
conduct of Vista and Clark prior to the date of this Agreement. It
is the intention of NaturalShrimp that this release shall fully and
completely release Vista and Clark. The releases contained in this
Agreement shall not operate to release obligations under this
Agreement.
5.2
Except for the affirmative obligations set forth
herein, Vista and Clark, on behalf of themselves and their
respective direct or indirect predecessors, successors, parent
companies, divisions, subsidiaries, agents, affiliates, subrogees,
insurers, trustees, trusts, administrators, representatives,
personal representatives, legal representatives, transferees,
assigns and successors in interest of assigns, and any firm, trust,
corporation, partnership, investment vehicle, fund or other entity
managed or controlled by Vista and Clark or in which Vista and
Clark has or had a controlling interest and the respective
consultants, employees, legal counsel, officers, directors,
managers, shareholders, stockholders, owners of any of the
foregoing, agree to and do hereby release, acquit and forever
discharge NaturalShrimp, its representatives, successors,
subsidiaries and affiliates and all present and former officers,
directors, partners, principals, employees, attorneys, insureds,
agents and assigns (the “NaturalShrimp Released
Parties”), from any and
all claims, demands, suits (including, but not limited to, the
Lawsuit), debts, promises, damages, judgments, executions,
guaranties or warranties whatsoever in law or in equity, actions
and causes of action of whatever kind and character whether in
contract or in tort, known or unknown and presently existing,
arising out of or having to do with the Securities Purchase
Agreement, the Convertible Note, the Warrant and/or the Financing
Transaction, the claims, causes of action or allegations described
in the pleadings of Vista and/or Clark in this matter or any
actions or conduct of NaturalShrimp prior to the date of this
Agreement. It is the intention of Vista and Clark that this release
shall fully and completely release NaturalShrimp. The releases
contained in this
Agreement
shall not operate to release obligations under this
Agreement.
5.3
For
the avoidance of doubt, it is specifically, understood and agreed
that the Securities Purchase Agreement, the Convertible Note and
the Warrant are hereby cancelled and are of no further force or
effect and shall be as if same had never been prepared, signed or
existed. All obligations and rights contained therein or associated
with the Financing Transaction are terminated.
5.4
The
releases in Section 5.2 shall not be effective until the delivery
of the Shares promised under Section 3.
6.
Dismissal of
Litigation. On or before the
expiration of fifteen (15) days from the date of the Closing, the
Parties will file or cause their attorneys to file agreed orders of
dismissal in the Lawsuit dismissing with prejudice all actions and
counterclaims filed therein and deliver evidence of same to the
other Party. The Parties covenant and agree not to commence or
prosecute any action or proceeding against the other Party based on
any claims released by the Parties pursuant
hereto.
7.0
Miscellaneous
7.1
Entire
Agreement. This Agreement
constitutes the entire understanding and agreement of the parties
hereto, and supersedes prior understandings and agreements, if any,
among such Parties with respect to the subject matter. There are no
representations, agreements, arrangements or understandings, oral
or written, concerning the subject matter of this Agreement between
and among the Parties hereto, which are not fully expressed or
incorporated by reference herein. The Parties hereto have consulted
with their respective attorneys concerning the meaning and import
of this Agreement, and each has read this Agreement, as signified
by the signatures hereto.
7.2
Binding
Effect: This Agreement and its
terms, covenants, conditions, provisions, obligations,
undertakings, rights and benefits, shall be binding upon, and shall
inure to the benefit of, the undersigned Parties and their
respective heirs, executors, administrators, representatives,
officers, directors, shareholders, successors, agents, servants,
employees, principals, partners, limited and general, and
assigns.
7.3
No
Assignment: The Parties
represent and warrant that they have not sold or assigned any part
of their claims against each other to any other party, person, or
entity and that they are fully authorized to execute this
Agreement.
7.4
Counterparts:
This Agreement may be executed in counterparts by the undersigned
and all such counterparts so executed shall together be deemed to
constitute one final agreement, as if one document had been signed
by all parties hereto; and each such counterpart shall be deemed to
be an original, binding the party subscribed thereto, and multiple
signature pages affixed to a single copy of this Agreement shall be
deemed to be a fully executed original
Agreement.
7.5
Waiver:
Any failure or forbearance by any Party hereto to exercise any
right or remedy with respect to enforcement of this Agreement or
any instrument executed in connection herewith shall not be
construed as a waiver of any of such Party's rights or remedies,
nor shall such failure or forbearance operate to modify this
Agreement or such instruments in the absence of a writing as
provided above.
7.6
Amendment.
This Agreement may not be modified except by a written instrument
signed by the same Parties or their legal
representatives.
7.7
Governing
Law. This Settlement Agreement
shall be governed by Texas law without giving effect to conflict of
laws provisions, and shall be enforced in the Courts in Dallas
County, Texas.
Dated as of the 9th
day of April, 2020 but effective as of
the date first set forth above.
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VISTA
CAPITAL INVESTMENTS, LLC
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Date: April 13,
2020
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By:
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/s/ David
Clark
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David
Clark
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President
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/s/ David
Clark
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Individually
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NATURALSHRIMP,
INC.
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Date: April 13,
2020
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By:
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/s/ Gerald
Easterling
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Gerald
Easterling
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President
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