NATURALSHRIMP INCORPORATED (OTCMKTS:SHMP) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
On August 17, 2018, the Company, to approval by the Company’s board of directors, filed a certificate of designation (the “Certificate of Designation”) with the state of Nevada in order to designate a class of preferred stock. The class of preferred stock that was designated is referred to as Series A Convertible Preferred Stock (the “Series A Stock”), consists of 5,000,000 shares, and was designated from the 200,000,000 authorized preferred shares of the Company. The Series A Stock is not entitled to dividends, but carries liquidation rights upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, at which time the holders of the Series A Stock shall receive the sum of $0.001 per share before any payment or distribution shall be made on the Company’s common stock, or any class ranking junior to the Series A Stock. The shares of Series A Stock shall vote together as a single class with the holders of the Company’s common stock for all matters submitted to the holders of common stock, including the election of directors, and shall carry voting rights of 60 common shares for every share of Series A Stock. Any time after the two-year anniversary of the initial issuance date of the Series A Stock, the Series A Stock shall be convertible at the written consent of a majority of the outstanding shares of Series A Stock, in an amount of shares of common stock equal to 50% of the then outstanding shares of common stock at the time of such conversion.
On August 21, 2018, the Company entered into a Stock Exchange Agreement (the “Exchange Agreement”) with NaturalShrimp Holdings, Inc. (“NaturalShrimp”), the Company’s majority shareholder, which is controlled by the Company’s CEO and President. to the Exchange Agreement, the Company and NaturalShrimp exchanged 75,000,000 shares of common stock for 5,000,000 shares of Series A Stock. The 75,000,000 shares of common stock will be cancelled and returned to the authorized but unissued shares of common stock of the Company.
The foregoing description of the above referenced Certificate of Designation and Exchange Agreement do not purport to be complete. For an understanding of their terms and provisions, reference should be made to Exhibits 3.1 and 3.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits
Exhibits
In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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Exhibit No. |
Description |
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3.1* |
Certificate of Designation for Series A Convertible Preferred Stock |
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10.2* |
Stock Exchange Agreement dated August 21, 2018 |
* Furnished herewith.
NaturalShrimp Inc ExhibitEX-3.1 2 shmp_ex31.htm CERTIFICATE OF DESIGNATION FOR SERIES A CONVERTIBLE PREFERRED STOCK Blueprint Exhibit 3.1 NATURALSHRIMP INCORPORATED CERTIFICATE OF DESIGNATION OF PREFERENCES,…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.
