Attached files
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 17, 2018
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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5080 Spectrum Drive, Suite 1000
Addison, Texas 75001
(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
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 3.03. Material Modification to Rights of Security
Holders.
On
August 17, 2018, the Company, pursuant to approval by the
Company’s board of directors, filed a certificate of
designation (the “Certificate of Designation”) with the
state of Nevada in order to designate a class of preferred stock.
The class of preferred stock that was designated is referred to as
Series A Convertible Preferred Stock (the “Series A
Stock”), consists of 5,000,000 shares, and was designated
from the 200,000,000 authorized preferred shares of the Company.
The Series A Stock is not entitled to dividends, but carries
liquidation rights upon the dissolution, liquidation or winding up
of the Company, whether voluntary or involuntary, at which time the
holders of the Series A Stock shall receive the sum of $0.001 per
share before any payment or distribution shall be made on the
Company’s common stock, or any class ranking junior to the
Series A Stock. The shares of Series A Stock shall vote together as
a single class with the holders of the Company’s common stock
for all matters submitted to the holders of common stock, including
the election of directors, and shall carry voting rights of 60
common shares for every share of Series A Stock. Any time after the
two-year anniversary of the initial issuance date of the Series A
Stock, the Series A Stock shall be convertible at the written
consent of a majority of the outstanding shares of Series A Stock,
in an amount of shares of common stock equal to 100% of the then
outstanding shares of common stock at the time of such
conversion.
On
August 21, 2018, the Company entered into a Stock Exchange
Agreement (the “Exchange Agreement”) with NaturalShrimp
Holdings, Inc. (“NaturalShrimp”), the Company’s
majority shareholder, which is controlled by the Company’s
CEO and President. Pursuant to the Exchange Agreement, the Company
and NaturalShrimp exchanged 75,000,000 shares of common stock for
5,000,000 shares of Series A Stock. The 75,000,000 shares of common
stock will be cancelled and returned to the authorized but unissued
shares of common stock of the Company.
The
foregoing description of the above referenced Certificate of
Designation and Exchange Agreement do not purport to be complete.
For an understanding of their terms and provisions, reference
should be made to Exhibits 3.1 and 3.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statement and Exhibits
Exhibits
In reviewing the agreements included or incorporated by reference
as exhibits to this Current Report on Form 8-K, please remember
that they are included to provide you with information regarding
their terms and are not intended to provide any other factual or
disclosure about the Company or the other parties to the
agreements. The agreements may contain representations and
warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and accordingly,
these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other
time. Additional information about the Company may be found
elsewhere in this Current Report on Form 8-K and in our other
public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.
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Exhibit
No.
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Description
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3.1*
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Certificate
of Designation for Series A Convertible Preferred
Stock
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10.2*
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Stock
Exchange Agreement dated August 21, 2018
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* Furnished herewith.
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.
Dated:
August 22, 2018
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NATURALSHRIMP INCORPORATED
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By:
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/s/
Bill Williams
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Name:
Bill G. Williams
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Title:
Chief Executive Officer
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