NATURALSHRIMP INCORPORATED Item 1.01 Entry into a Material Definitive Agreement.
On
Following effectiveness of the Registration Statement, the Company shall have
the discretion to deliver puts to GHS and GHS will be obligated to purchase
shares of the Company's common stock, par value
The Registration Rights Agreement provides that the Company shall (i) use its commercially reasonable efforts to file with the Commission the Registration Statement within forty-five (45) days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within sixty (60) days after the date the Registration Statement is filed with the Commission, but in no event more than one hundred twenty (120) days after the Registration Statement is filed.
The foregoing is only a brief description of the material terms of the Equity Financing Agreement and Registration Rights Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the Equity Financing Agreement and Registration Rights Agreement filed as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K.
2 GHS Purchase Agreement
On
The GHS Purchase Agreement provides that, upon the terms and subject to the
conditions and limitations set forth in the agreement, the Company has the right
from time to time during the term of the agreement, in its sole discretion, to
deliver to GHS a purchase notice (a "Purchase Notice") directing GHS to purchase
(each, a "GHS Purchase") a specified number of GHS Purchase Shares. A GHS
Purchase will be made in a minimum amount of
The GHS Purchase Agreement prohibits the Company from directing GHS to purchase any GHS Purchase Shares if those shares, when aggregated with all other shares of Common Stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Common Stock.
The Company will control the timing and amount of any sales of GHS Purchase Shares to GHS.
Events of default under the GHS Purchase Agreement include the following:
? the effectiveness of the registration statement registering the sale of the GHS
Purchase Shares lapses for any reason (including, without limitation, the
issuance of a stop order or similar order) or such registration statement (or
the prospectus forming a part thereof) is unavailable to GHS for resale of any
or all of the GHS Purchase Shares to be issued to GHS under the GHS Purchase
Agreement;
? the Common Stock is suspended from trading on the principal market for a period
of two consecutive trading days, during which time the Company may not direct
GHS to purchase any shares during that time;
? the Common Stock is delisted such that the Common Stock is not trading on any
principal market;
? the failure for any reason by the transfer agent to issue GHS Purchase Shares
to GHS within three (3) business days after the date on which GHS was entitled
to receive the shares;
? the Company breaches any representation, warranty, covenant or other term or
condition under the GHS Purchase Agreement, its Schedules, or any related
document if the breach could have a material adverse effect and except, in the
case of a breach of a covenant that is reasonably curable, only if the breach
continues for a period of at least five (5) business days;
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? a proceeding against the Company is commenced by any person or entity pursuant
to or within the meaning of any bankruptcy law;
? the Company, pursuant to or within the meaning of any bankruptcy law, (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of a
custodian of it or for all or substantially all of its property, or (iv) makes
a general assignment for the benefit of its creditors or is generally unable to
pay its debts as they become due;
? a court of competent jurisdiction enters an order or decree under any
bankruptcy law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a custodian of the company or for all or substantially all
of its property, or (iii) orders the liquidation of the Company; or
? if at any time the Company is not eligible to transfer its Common Stock
electronically as DWAC Eligible.
So long as an Event of Default has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.
The GHS Purchase Shares will be issued to GHS in a registered direct offering
(the "Offering"), pursuant to which the GHS Purchase Shares are registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
prospectus supplement to the Company's currently effective registration
statement on Form S-3 (File No. 333-253953), which was initially filed with the
The GHS Purchase Agreement contains customary representations, warranties and agreements by the Company and GHS, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Securities Act and other obligations of the parties.
Further, pursuant to the terms of the GHS Purchase Agreement, from
The foregoing description of the GHS Purchase Agreement is qualified in its
entirety by reference to the full text of such GHS Purchase Agreement, which is
attached as Exhibit 10.3 to this Current Report on Form 8-K, and which is
incorporated herein in its entirety by reference. The Company is filing the
opinion of its counsel,
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description
5.1 Opinion of Lucosky Brookman LLP
10.1 Equity Financing Agreement dated April 28, 2023 by and between
NaturalShrimp Incorporated and GHS Investments, LLC
10.2 Registration Rights Agreement dated April 28, 2023 by and between
NaturalShrimp Incorporated and GHS Investments, LLC
10.3# Purchase Agreement, dated as of May 9, 2023 , by and between
NaturalShrimp Incorporated and GHS Investments LLC
23.1 Consent of Lucosky Brookman LLP (contained in Exhibit 5.1 hereto)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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