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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): September 28, 2017
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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15150 Preston Rd, 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
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))
Item 1.01 Entry into a Material Definitive Agreement
The
information included in Item 2.03 and 3.02 of this Form 8-K is
hereby incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registration.
On
September 28, 2017, the Company entered into a Securities Purchase
Agreement with EMA Financial, LLC (“EMA”), pursuant to
which the Company agreed to sell to EMA a 12% Convertible Note for
$55,000 with a maturity date of September 28, 2018 (the
“Note”). EMA has the right, at any time, to convert the
Note into the Company’s common stock, par value $0.0001, at a
conversion price equal to the lower of (i) the closing sale price
of the Company’s common stock on the Closing Date (as
hereafter defined), or (ii) 60% of either the lowest sale price for
the Company’s common stock during the twenty (20) consecutive
trading days including and immediately preceding the Closing Date,
or the closing bid price, whichever is lower (the “Conversion
Price”), provided that, if the price of the Company’s
common stock loses a bid, then the Conversion Price may be reduced,
at EMA’s absolute discretion, to a fixed conversion price of
$0.00001 (“Adjusted Conversion Price”). If at any time
the Adjusted Conversion Price for any conversion would be less than
par value of the Company’s Common Stock, then the Conversion
Price shall equal such par value for any such conversion and the
conversion amount for such conversion shall be increased to include
additional principal to the extent necessary to cause the number of
shares issuable upon conversion equal the same number of shares as
would have been issued had the Conversion Price not been subject to
the minimum par value price. The effective closing date of the
Securities Purchase Agreement and Note is October 17, 2017 (the
“Closing Date”).
The
foregoing does not purport to be a complete description of the Note
and Securities Purchase Agreement, which are qualified in their
entirety by reference to the full text of such documents, which are
filed as Exhibits 10.1 and 10.2, respectively, hereto.
Item 3.02. Unregistered Sales of Equity Securities.
Reference
is made to the disclosures set forth under Item 2.03 of this
Current Report on Form 8-K, which disclosures are incorporated
herein by reference.
The
issuance of the Note (and securities issuable upon conversion
thereof) in connection with the Securities Purchase Agreement is
exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”) pursuant to
Section 4(2) of the Securities Act and Regulation D. Prior to the
issuance of Note (and securities issuable upon conversion thereof),
EMA made certain representations to the Company as required by
Regulation D. The Company has not and will not engage in general
solicitation or advertising with regard to the issuance of Note
(and securities issuable upon conversion thereof) pursuant to the
Securities Purchase Agreement and has not and will not offer
securities to the public in connection with the issuance of the
Note (and securities issuable upon conversion
thereof).
Item 9.01 Financial Statement and Exhibits
Exhibits
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Exhibit
No.
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Description
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Securities Purchase Agreement between the Company and EMA
Financial, LLC dated September 28, 2017
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12% Convertible Note issued to EMA Financial, LLC dated September
28, 2017
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* Furnished herewith.
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:
October 17, 2017
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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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