What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-08-16 compared with 2021-02-16 · 30 added, 74 removed, 7 unchanged (94% of the section changed)

OTHER INFORMATION

are providing the following disclosure in lieu of filing a Current

Report on Form 8-K relating to:

“Item 1.01—Entry into a

Material Definitive Agreement”

and “Item

2.03—Creation of Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant”

December 15, 2020, the Company entered into an Asset Purchase

Agreement (“APA”) between VeroBlue Farms USA, Inc., a

Nevada corporation (“VBF”), VBF Transport, Inc., a

Delaware corporation (“Transport”), and Iowa’s

First, Inc., an Iowa corporation (“Iowa’s First”)

(each a “Seller”

and collectively,

“Sellers”).

Transport and Iowa’s First were

wholly-owned subsidiaries of VBF.

The agreement called for the

Company to purchase all of the tangible assets of VBF, the motor

vehicles of Transport and the real property (together with all

plants, buildings, structures, fixtures, fittings, systems and

other improvements located on such real property) of Iowa’s

The consideration was $10,000,000, consisting of $5,000,000

in cash, paid at closing on December 17, 2020, (ii) $3,000,000

payable in 36 months with interest thereon at the rate of 5% per

annuum, interest only payable quarterly on the first day of the

quarter, with the remaining balance to be paid to VBF as a balloon

payment on the maturity date, and (iii) $2,000,000 payable in 48

months with interest thereon at the rate of 5% per annuum, interest

only payable quarterly on the first day of the quarter, with the

remaining balance to be paid to VBF as a balloon payment on the

maturity date.

The Company also agreed to issue 500,000 shares of

common stock as a finder’s fee, which would be considered as

transaction fees in relation to the asset acquisition, with a fair

value of $135,000 based on the market value of the common stock as

of the closing date of the acquisition.

of Designation of the Series D Convertible Preferred Stock

(incorporated by reference to Exhibit 3.1 to the Current Report on

Form 8-K filed with the SEC on December 22, 2020)

Securities Purchase Agreement (incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed with the SEC on

December 22, 2020)

Purchase Agreement between NaturalShrimp Incorporated and

VeroBlue Farms USA, Inc.

subsidiaries of VeroBlue Farms , dated December 15,

302 Certification under the Sarbanes-Oxley Act of 2002 of the

Principal Executive Officer

302 Certification under the Sarbanes-Oxley Act of 2002 of the

Principal Financial Officer and Principal Accounting

906 Certification under the Sarbanes-Oxley Act of 2002 of the

Principal Executive Officer

906 Certification under the Sarbanes-Oxley Act of 2002 of the

Principal Financial Officer and Principal Accounting

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Incorporated by Reference

Exhibit Number

Exhibit Description

Certificate of Designation of Series E Preferred Stock

Form of Warrant Issued April 2021.

Form of Securities Purchase Agreement, dated as of April 14, 2021, by and between the Company and the Purchaser

Form of Exchange Agreement, dated as of April 14, 2021 by and between the Company and a holder of the Series D Preferred Stock

Securities Purchase Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021

Patents Purchase Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021.

Form of Leak-Out Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021.

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

Section 1350 Certification of Chief Executive Officer.

Section 1350 Certification of Chief Financial Officer.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are

being furnished and not filed.

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, thereunto duly authorized.

NATURALSHRIMP

By:  

** Furnished herewith.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.

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, thereunto duly authorized.

NATURALSHRIMP INCORPORATED

/s/ Gerald Easterling

Gerald Easterling

1 unchanged sentence

(Principal Executive Officer)

NATURALSHRIMP

By:  

August 16, 2021

/s/ William Delgado

William Delgado

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

August 16, 2021

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 5. Other Information