What changed in this filing

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Item 1. Financial Statements

2026-06-26 compared with 2026-06-01 · 122 added, 134 removed, 183 unchanged (58% of the section changed)

3 unchanged sentences

CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION

September 30, 2025

December 31, 2025

March 31, 2025

September 30, 2025

December 31, 2025

March 31, 2025

15 unchanged sentences

CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION

For the Six Months

Ended September 30, 2025

For the Nine Months

Ended December 31, 2025

Net liabilities in liquidation, March 31, 2025

2 unchanged sentences

Write-off of assets

Transfer of fixed assets and intangibles assets to creditor

Transfer of fixed assets and intangibles to creditor

( 35,800,000 )

2 unchanged sentences

Extinguishment of other liabilities

Net changes (increase) in liabilities in liquidation

Net liabilities in liquidation, September 30, 2025

Net changes in liabilities in liquidation

Net liabilities in liquidation, December 31, 2025

$ ( 8,913,505 )

3 unchanged sentences

Concern Basis)

For the Six Months

Ended September 30,2024

the Nine Months Ended

Cost of sales

and administrative

Depreciation and amortization

operating expenses

General and administrative

Facility operations

Total operating expenses

Net loss from operations

( 3,216,332 )

Other income (expense):

Interest expense

Interest expense - related parties

Interest expense

Change in fair value of warrant liability

Change in fair value of restructured notes

Extension fee

Gain on sale of machinery and equipment

Total other income (expense), net

Income (loss) before income taxes

from operations

( 5,242,246 )

Provision for income taxes

expense - related parties

in fair value of warrant liability

in fair value of restructured notes

on sale of machinery and equipment

other income (expense), net

( 1,042,955 )

Less net loss attributable to non-controlling interest

Net loss attributable to NaturalShrimp Inc.

Income (loss)

before income taxes

( 6,285,201 )

Accretion on Preferred shares

Net loss available for common stockholders

for income taxes

( 6,285,201 )

Loss per share (Basic and Diluted)

Loss per share (Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)

on Preferred shares

available for common stockholders

( 6,648,262 )

WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)

share (basic and diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING

(Basic and Diluted)

1,120,423,669

2 unchanged sentences

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

the six months ended September 30, 2024

the nine months ended December 31, 2024

Concern Basis)

Preferred stock

Additional paid in

Total stockholders’

Balance March 31, 2024

A Preferred stock

stockholders’

March 31, 2024

1,116,482,063

2 unchanged sentences

( 56,876,421 )

Issuance of common shares under financing agreement

Shares issued upon exchange of Partitioned Note

Accretion of Series E Preferred stock

of common shares under financing agreement

issued upon exchange of Partitioned Note

of Series E Preferred stock

Accretion on Series G Preferred stock

7 unchanged sentences

( 59,216,527 )

1,192,874,082

$ 127,046,949

$ ( 186,717,101 )

( 59,216,527 )

Issuance of common shares under financing agreement

Conversion of Series E Preferred Stock

Shares issued upon exchange of Partitioned Note

of common shares under financing agreement

issued upon exchange of Partitioned Note

of Series E Preferred stock

Accretion on Series G Preferred stock

7 unchanged sentences

( 60,093,038 )

of common shares under financing agreement

on Series G Preferred stock

payable on Preferred stock

( 2,370,724 )

Balance December 31, 2024

1,277,546,746

$ 127,504,311

$ ( 190,439,418 )

( 62,473,015 )

accompanying notes are an integral part of these Condensed Consolidated financial statements.

2 unchanged sentences

Concern Basis)

For the six months

ended September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

FLOWS FROM OPERATING ACTIVITIES

$ ( 6,285,201 )

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation expense

Amortization expense

Change in fair value of warrant liability

Change in fair value of restructured notes payable

Financing costs

Gain on sale of machinery and equipment

Shares issued for services

Amortization of operating lease right-of-use assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Deferred offering costs

Accounts payable

Other accrued expenses

Accrued expenses - related parties

Accrued interest

Accrued interest - related parties

Contract liability

Other current asset-related party

Operating lease liabilities

Cash used in operating activities

to reconcile net loss to net cash used in operating activities

in fair value of warrant liability

in fair value of restructured notes payable

on sale of machinery and equipment

of operating lease right-of-use assets

in operating assets and liabilities:

expenses and other current assets

accrued expenses

expenses - related parties

interest - related parties

lease liabilities

used in operating activities

( 2,112,033 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for fixed assets

Cash received for sale of machinery and equipment

Cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of notes payable

Proceeds from line of credit

Proceeds from sale of stock

Proceeds from promissory note, related parties

Proceeds from sale of Series E Preferred Shares

Proceeds from sale of Series G Preferred Shares

Cash provided by financing activities

NET CHANGE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

INTEREST PAID

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Shares issued upon conversion of Preferred stock

Shares issued upon exchange of Partitioned Note

Dividends on Series E Preferred stock

Dividends in kind issued

Shares issued/to be issued, for legal settlement

FLOWS FROM INVESTING ACTIVITIES

received for sale of machinery and equipment

provided by investing activities

FLOWS FROM FINANCING ACTIVITIES

from short-term promissory note and lines of credit

from sale of stock

from promissory note, related parties

from sale of Series G Preferred Shares

provided by financing activities

CHANGE IN CASH

AT BEGINNING OF PERIOD

AT END OF PERIOD

Disclosure of Non-Cash Investing and Financing Activities:

issues upon exchange of Partitioned Note

in kind issued

accompanying footnotes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE SIX MONTHS ENDED SEPTEMBER 30, 2025

THE NINE MONTHS ENDED DECEMBER 31, 2025

1 – NATURE OF THE ORGANIZATION AND BUSINESS

3 unchanged sentences

low-cost environment, and in fully contained and independent production facilities.

During March of 2026, NaturalShrimp

Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with

Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo.

Pursuant to the agreement:

Company will transition its operations toward the commercialization of aquaculture and water

treatment technologies;

● Certain governance and control rights have been transferred pursuant to the Agreement,

although the Agreement had not been fully consummated as of the date of this filing

● Hydrenesis will grant the Company a perpetual license to certain intellectual property,

technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement

Company’s outstanding obligation to Hydrenesis in the amount of approximately $ 1,034,112

will be converted into equity at Closing;

Company has approved and executed Certificates of Designation for Series P, Series P-2, and

Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;

liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series

F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred

The agreement with Hydrenesis was not yet

consummated as of the date of this filing.

and Liquidation

7 unchanged sentences

order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders.

The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over

NaturalShrimp’s assets.

The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary

injunction to address issues raised in the Motion.

The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s

The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction

to address issues raised in the Motion.

November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment

20 unchanged sentences

As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial

statements under the liquidation basis of accounting as of both September 30, 2025 and March 31, 2025.

statements under the liquidation basis of accounting as of both December 31, 2025 and March 31, 2025.

To comply with ASC 205-30, Liquidation

Basis of Accounting , the Company has presented a condensed consolidated statement of net liabilities in liquidation as of September

30, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net liabilities in liquidation for the six months ended

September 30, 2025.

In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has

also presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in shareholders equity

and a condensed consolidated statement of cash flows for six months ended September 30, 2024 under the going concern basis of accounting.

Basis of Accounting , the Company has presented a condensed consolidated statement of net liabilities in liquidation as of December

31, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net liabilities in liquidation for the nine months ended

December 31, 2025.

In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has also

presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in shareholders equity and

a condensed consolidated statement of cash flows for the nine months ended December 31, 2024 under the going concern basis of accounting.

The going concern financial statements have been presented separately from the liquidation basis financial statements as the results

19 unchanged sentences

its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Company’s financial instruments include cash, payables and debt and are accounted for under the provisions

Company’s financial instruments include cash and cash equivalents, payables and debt and are accounted for under the provisions

of ASC Topic 825, “ Financial Instruments” .

3 unchanged sentences

Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

no cash equivalents as of September 30, 2025 and March 31, 2025.

no cash equivalents as of December 31, 2025 and March 31, 2025.

Issued Accounting Standards

12 unchanged sentences

As such, in accordance with the ASC 205-30, the Company has presented i) a condensed consolidated statement of net liabilities

in liquidation as of both September 30, 2025 and March 31, 2025 and ii) a condensed consolidated statement of changes in net liabilities

in liquidation for the six months ended September 30, 2025.

in liquidation as of both December 31, 2025 and March 31, 2025 and ii) a condensed consolidated statement of changes in net liabilities

in liquidation for the nine months ended December 31, 2025.

The condensed consolidated statements of net liabilities in liquidation and

7 unchanged sentences

by which we expect to complete the liquidation.

condensed consolidated statement of net liabilities in liquidation as of September 30, 2025 and March 31, 2025 reflects the following:

condensed consolidated statement of net liabilities in liquidation as of December 31, 2025 and March 31, 2025 reflects the following:

additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities

have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities.

As of September 30, 2025, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance

As of December 31, 2025, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance

and legal service providers and ii) remaining outstanding debt.

Of the approximately $ 8.9

million in outstanding liabilities as of September 30, 2025 approximately $ 3.0

million was to related parties

Of the approximately $ 8.9 million in outstanding liabilities as of

December 31, 2025 approximately $ 3.0 million was to related parties

of March 31, 2025, the intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of

approximately $ 35,800,000 .

As of September 30, 2025, intangible assets and fixed assets were fully de-recognized due to ownership

As of December 31, 2025, intangible assets and fixed assets were fully de-recognized due to ownership

of the assets being transferred to our creditors as of May 14, 2025.

additional costs expected to be incurred through the end of our liquidation were accrued as of March 31, 2025 as the Company did

not have a reasonable basis for estimation at that time.

However, as of September 30, 2025 costs expected to be incurred were accrued

through December 31, 2025.

The amounts accrued subsequent to the balance sheet date were primarily comprised of legal and accounting

fees and were not material.

We do not expect to earn any additional income through the end of the liquidation period.

additional costs expected to be incurred through the end of our liquidation were accrued as of December 31, 2025

as there has been limited activity subsequent to the balance sheet date.

We do not expect to earn any additional income through

the end of the liquidation period.

4 – SUBSEQUENT EVENTS

5 unchanged sentences

Pursuant to the agreement:

Company will transition its operations toward the commercialization of aquaculture and water

treatment technologies;

and control of the Company has been transferred in accordance with the Agreement.

will transfer certain intellectual property and related technology assets to the Company

(the “Transferred IP”);

Company’s outstanding obligation to Hydrenesis in the amount of approximately $ 1,034,112

The Company will transition its operations toward the commercialization

of aquaculture and water treatment technologies;

Certain governance and control rights have been transferred pursuant to the Agreement,

although the Agreement had not been fully consummated as of the date of this filing

Hydrenesis will grant the Company a perpetual license to certain intellectual property,

technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement

The Company’s outstanding obligation to Hydrenesis in

the amount of approximately $ 1,034,112

will be converted into equity at Closing;

Company has approved and executed Certificates of Designation for Series P, Series P-2, and

Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;

liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series

F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred

The Company has approved and executed Certificates of Designation

for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;

Existing liabilities, obligations, and legacy securities, including

Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred

agreement with Hydrenesis was not yet consummated as of the date of this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements