UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number
(Exact name of small business issuer as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 28, 2025, Trans American Aquaculture, Inc., a Colorado corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments LLC (“GHS”) pursuant to which the Company may sell to GHS up to an aggregate of 104 shares of Series D Preferred Stock for an aggregate of up to $104,000 ($1,000 for each share of Series D Preferred Stock). At the initial closing on March 28, 2025, GHS purchased 36 shares of Series D Preferred Stock and was issued an additional 10 shares of Series D Preferred Stock as commitment shares. Subject to the terms of the SPA, the Company may sell and GHS may purchase up to an additional 68 shares of Series D Preferred Stock in additional closings.
In addition, pursuant to the SPA and at each closing, the Company agreed to issue to GHS warrants to purchase shares of the Company’s Common Stock equal to 50% of the number of Conversion Shares issuable upon conversion of the shares of Series D Preferred Stock purchased by GHS with an exercise price of 115% of the closing bid price the trading day prior to each issuance. At the initial closing on March 28, 2025, the Company issued to GHS warrants to purchase up to 306,666,667 shares of Common Stock exercisable at $000115 per share and terminating on March 28, 2030.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 is incorporated by reference into this Item 3.02 herein.
The sales of Series D Preferred Stock and warrants were made in reliance on Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and were made without general solicitation or advertising. The purchaser represented that it was an “accredited investor” with access to information about the Company sufficient to evaluate the investment and that the securities were being acquired without a view to distribution or resale in violation of the Securities Act. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Trans American Aquaculture, Inc.
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| Date: April 3, 2025 | By: | /s/ Adam Thomas |
| Adam Thomas, Chief Executive Officer | ||
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