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): March 8, 2021
 
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 March 8, 2021, NaturalShrimp Incorporated (the “Company”) issued a press release announcing the filing of a shelf registration statement under Form S-3 for the sale of up to $100 million of its securities.
 
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 commercialization of its La Coste and VeroBlue plants. 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 Announcing the Filing of Shelf Registration Statement for the Sale of Up to $100 Million of its Securities
 
 
 
 
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: March 8, 2021
 
 
 
NATURALSHRIMP INCORPORATED
 
 
 
 
 
By:
/s/ Gerald Easterling
 
 
Name: Gerald Easterling
 
 
Title: Chief Executive Officer
 
 
  Exhibit 99.1
NaturalShrimp, Inc Announces Filing of Shelf Registration Statement for the Sale of Up to $100 Million of its Securities
 
Dallas, Texas, March 8, 2021 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 filed a primary shelf registration statement on Form S-3 to sell up to $100 million of its securities. Any potential offerings are subject to the Form S-3 being declared effective by the Securities and Exchange Commission (the “SEC”), market and other conditions, and there can be no assurance as to whether or when any offerings may be completed, or as to the actual size or terms of the offerings. If one or more offerings are completed, all of the securities in the offerings will be sold by NaturalShrimp, Inc.
  
 If the SEC declares the Form S-3 effective then securities may be offered only by means of a written prospectus, including a prospectus supplement, forming a part of the effective registration statement. An electronic prospectus supplement and the accompanying prospectus relating to any offerings will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
 
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor there any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
 
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-K filed on June 26, 2020, and in our other filings with the U.S. Securities and Exchange Commission.
 
Contact:
 
Richard Brown
 
(775) 443-4740
 
SOURCE: Natural Shrimp