On April 30, 2019, a complaint was filed against NaturalShrimp Incorporated (the “Company”) in the U.S. District Court in Dallas, Texas alleging that the Company breached a provision in a common stock purchase warrant for the purchase of the Company’s common stock, par value $0.0001 (the “Common Stock”), issued by the Company to Vista Capital Investments, LLC (“Vista”) under a Security Purchase Agreement dated January 23, 2017 (“Security Purchase Agreement”) whereby the Vista acquired a Convertible Note for $262,500 (“Convertible Note”) and a five-year warrant for 70,000 shares of Common Stock (the “Warrant”) (collectively the “Financing Transaction”). Vista alleged that the Company failed to issue certain shares of the Company’s Common Stock as was required under the terms of the Warrant. Vista sought money damages in the approximate amount of $7,000,000, as well as costs and reimbursement of expenses.

On April 9, 2020 (the “Closing”), the Company, Vista and David Clark (“Clark’), a principal of Vista, (the “Parties”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) whereby the Company shall (i) pay to Vista the sum of $75,000, which the Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000 shares of the Company’s Common Stock (the “Settlement Shares”). For a period of time equal to 90-days from the Closing, or July 8, 2020, the Company shall have the right, but not the obligation, to purchase back from Vista 8,750,000 of the Settlement Shares at a price equal to the greater of (i) the volume weighted-average trading price (“VWAP”) of the Common Shares over the five (5) preceding trading days prior to the date of the delivery of the Company’s written notice of such repurchase or (ii) $0.02 per share.

The Settlement Agreement also contained joint and mutual releases by all Parties from any and all claims, demands, suits, debts, promises, damages, judgements, executions, guaranties or warrants, whether known or unknown, having to do with the Financing Transaction.

The foregoing descriptions of the Settlement Agreement and Financing Transaction do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Settlement Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.

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.

NaturalShrimp Inc Exhibit
EX-10.1 2 shmp_ex101.htm SETTLEMENT AGREEMENT shmp_ex101   Exhibit 10.1   IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA           ________________________________________________     § NATURALSHRIMP,…
To view the full exhibit click here

About NATURALSHRIMP INCORPORATED (OTCMKTS:SHMP)

NaturalShrimp Incorporated is a global shrimp farming and biotechnology company. The Company has developed a technology to produce shrimp in an indoor, re-circulating, saltwater facility. The Company’s self-contained shrimp aquiculture system allows for the production of Pacific White (Litopenaeus vannamei) shrimp in an ecologically controlled fully contained and independent production system without the use of antibiotics or toxic chemicals. The Company has developed various technology assets, including a knowledge base that allows the production of commercial quantities of shrimp in a closed system with a computer monitoring system that automates, monitors and maintains proper levels of oxygen, salinity and temperature for optimal shrimp production. The Company’s primary solution against infectious agents is Vibrio Suppression Technology. Its subsidiaries include NaturalShrimp Corporation, NaturalShrimp Global, Inc. and Natural Aquatic Systems, Inc.