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 11, 2020
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
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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:
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 8.01 Other Events.
On
August 11, 2020, NaturalShrimp Incorporated (the
“Company”) issued a press release announcing that it
has signed a letter of intent to acquire the assets of Alder Aqua,
formerly known as VeroBlue Farms, in Webster City, Iowa, including,
but not limited to, the real property, equipment, tanks, rolling
stock, inventory, permits, contracts, customer lists and contracts
and other such assets used in the operation of the business. The
purchase price will be $10,000,000, consisting of a $5,000,000 down
payment and notes due in 36 and 48 months. The acquisition is
subject to successful due diligence by the Company and is expected
to close in the fourth quarter of 2020. Additionally, the
facilities located in Blairsburg, Iowa and Buckeye, Iowa are
included in the transaction.
A copy
of that press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Forward-Looking Statements
This
document contains “forward-looking statements” that
involve substantial risks and uncertainties for purposes of the
safe harbor provided by the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
facts, included in this communication regarding strategy, future
operations, future financial position, prospects, plans and
objectives of management are forward-looking statements. In
addition, when or if used in this communication, the words
“will,” “may,” “would,”
“approximate,” “expect,”
“intend,” and similar expressions and their variants
may identify forward-looking statements. Examples of
forward-looking statements include, but are not limited to,
statements relating to the anticipated timing or results of the
Company’s planned rebuilding and expansion of its La Coste
plant and prospects for financing its business plan. Actual results
could differ materially from those contained in any forward-looking
statement as a result of various factors that could cause actual
events to differ from expectations, including the risk factors
included in the Company’s most recent Annual Report on Form
10-K and other periodic reports filed with the Securities and
Exchange Commission. Except as required by applicable law, the
Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
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.
Exhibit No.
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Description
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Press
Release
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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.
Dated:
August 12, 2020
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NATURALSHRIMP INCORPORATED
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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 99.1
NaturalShrimp Signs Letter of Intent to Acquire Assets of Alder
Aqua, LLC f/k/a VeroBlue Farms
Dallas, Texas, Aug. 11, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE
-- NaturalShrimp, Inc., (OTCQB:SHMP), an aquaculture Company which
has developed and patented the first commercially operational
Recirculating Aquaculture System (RAS) for shrimp, announced today
that it has signed a Letter of Intent (LOI) to acquire the assets
of Alder Aqua, formerly known as VeroBlue Farms in Webster City,
Iowa, including but not limited to the real property, equipment,
tanks, rolling stock, inventory, permits, contracts, customer lists
and contracts and other such assets used in the operation of the
Business.
The purchase price will be $10,000,000, consisting of a $5,000,000
down payment, and notes due in 36 and 48 months. The acquisition is
subject to successful due diligence by NaturalShrimp and is
expected to close in the fourth quarter of 2020. Additionally, the
facilities located in Blairsburg, Iowa and Buckeye, Iowa are
included in this transaction. The transaction is also subject to
completion of the offering previously announced in the filed
8K.
Gerald Easterling, CEO of NaturalShrimp,
commented, “The NaturalShrimp team has been
working with employees and consultants of VeroBlue Farms since the
second quarter of 2018. Although the facility was originally
designed for Barramundi, it complements our RAS technology for
shrimp, making our Company poised for expansion in the future. We
have been thoroughly impressed with the modern facilities and the
state-of-the-art equipment deployed there. We are very excited to
meld our equipment to make this the preeminent RAS facility in the
United States.”
Tom Untermeyer, Chief Technology Officer of NaturalShrimp,
commented, ”The VeroBlue Farms facility already has in place
240 10,000-gallon tanks along with the systems and infrastructure
previously used for fish production. This will expedite the process
of converting it to a shrimp production facility using our patented
electrocoagulation system technology. Investors and shareholders
can visit the NaturalShrimp website at https://naturalshrimp.com/ and
look under the news tab to see some photos of the VeroBlue
facilities.”
William J. Delgado, CFO of NaturalShrimp, added, “We are
continuing our acquisition of strategic aquaculture assets in the
United States and elsewhere. NaturalShrimp will be well positioned
for the explosive growth in aquaculture expected the next several
years and facilities such as these provide the Company with a
marked competitive advantage within the
marketplace.”
ABOUT NATURALSHRIMP:
NaturalShrimp, Inc. is a publicly traded aqua-tech Company,
headquartered in Dallas, with production facilities located near
San Antonio, Texas. The Company has developed the first
commercially viable system for growing shrimp in enclosed,
salt-water systems, using patented technology to produce fresh,
never frozen, naturally grown shrimp, without the use of
antibiotics or toxic chemicals. NaturalShrimp systems can be
located anywhere in the world to produce gourmet-grade Pacific
white shrimp.
Forward Looking Statements
This press release contains "forward-looking statements." The
statements contained in this press release that are not purely
historical are forward-looking statements. Forward-looking
statements give the Company's current expectations or forecasts of
future events. Such statements are subject to risks and
uncertainties that are often difficult to predict and beyond the
Company's control, and could cause the Company's results to differ
materially from those described. In some cases forward-looking
statements can be identified by terminology such as "may,"
"should," "potential," "continue," "expects," "anticipates,"
"intends," "plans," "believes," "estimates," and similar
expressions. These statements include statements regarding moving
forward with executing the Company's global growth strategy. The
statements are based upon current beliefs, expectations and
assumptions and are subject to a number of risks and uncertainties,
many of which are difficult to predict. The Company is providing
this information as of the date of this press release and does not
undertake any obligation to update any forward looking statements
contained in this press release as a result of new information,
future events or otherwise, except as required by law. We have
based these forward-looking statements largely on our current
expectations and projections about future events and financial
trends affecting the financial condition of our business.
Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Important factors that could cause such
differences include, but are not limited to the Risk Factors and
other information set forth in the Company's Annual Report on Form
10-Q filed on November 21, 2019, and in our other filings with the
U.S. Securities and Exchange Commission.
Contact: Richard Brown (775) 443-4740
nesscapconsult@gmail.com