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
 
000-54030
 
74-3262176
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
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
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A
 
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.
Description
Press Release
 
 
 
 
 
 
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
 
 
 
NATURALSHRIMP INCORPORATED
 
 
 
 
 
By:
/s/ Gerald Easterling
 
 
Name: Gerald Easterling
 
 
Title: Chief Executive Officer
 
 
 
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