SHMP 10-K & 10-Q changes, risk factors and insider trading
NaturalShrimp Inc · OTC · Fishing, Hunting And Trapping · CIK 1465470 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Corporate History”
New heading “Perpetual License Agreement”
New heading “Recently Issued Accounting Standards”
Removed heading “Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures”
Removed heading “Fair Value Measurement”
Largest changes
“During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s. Further, during February of 2025, the receiver submitted a motion to sell substantially all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $100,000 in cash. The motion to sell was approved by the court on March 30, 2025. The Company believes that it continued to function as a going concern until the date of the approved sale. …”see in full comparison
“As discussed above, the Company ceased being a going concern on March 30, 2025 and, subsequent to that date, began applying the liquidation basis of accounting. As such, the Company believes that a discussion of its results of operations, whether that includes i) comparing the liquidation basis period to the going concern period or ii) comparing the going concern period ended March 30, 2025 to the prior year period ended March 31, 2024 would not be informative.”see in full comparison
“The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.”see in full comparison
“Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures”see in full comparison
Full comparison: every changed paragraph (35)
Corporate History
Use
of Generally Accepted Accounting Principles (“GAAP”) Financial Measures
We
use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate
to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and
the notes thereto included elsewhere in this annual report. All references to dollar amounts in this section are in United States dollars,
unless expressly stated otherwise.
This
discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this
annual report.
Overview
We
were an aquaculture technology company that developed proprietary, patented platform technologies to allow for the production of aquatic
species in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities
without the use of antibiotics or toxic chemicals.
WeThe
wereCompany was incorporated in the State of Nevada on July 3, 2008 andunder the name “Multiplayer Online Dragon, Inc.” On January
30, 2015, we acquired substantially all of the assets of NSH,NaturalShrimp theHoldings, companyInc. that(“NSH”), which had developed theproprietary
technology proprietary technology
to grow and sell shrimpshrimp. potentiallyAs anywherea in the world that is now the basis of our business. In 2015 NSH acquired 88.62%result of the issued
and outstanding shares of NaturalShrimp Common Stock, NSC and NS Global became our wholly-owned subsidiaries, andtransaction, we changed our principal
business to a global shrimp farming company.company
and changed our name to “NaturalShrimp Incorporated” in 2015.
Receivership
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Buckstown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).
The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.
An 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.
On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.
On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp. Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.
On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025. As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license agreements in exchange for the extinguishment of its outstanding debt to both Streeterville and Buckstown Capital. As of the date of the ownership transfer, the Company ceased all of its business operations.
Perpetual License Agreement
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
While governance and control of the Company transferred as of the date of the initial agreement, the grant of the perpetual license rights and the related preferred share consideration was not consummated until June 25, 2026. Refer to our Form 8-K/A filed on July XX, 2026 for additional information.
The Company is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers ii) accrued compensation to former employees and ii) related party and third party loans (including the corresponding accrued interest). As discussed in our Form 8-K filed with the Securities and Exchange Commission on March 30, 2026, the Company intends to seek the exchange of certain existing liabilities and obligations into newly authorized preferred shares.
On
October 5, 2015, we formed NAS with F&T, the purpose of which was to jointly develop with F&T certain water technologies.
On
December 17, 2020, we acquired for $10.0 million certain assets from VeroBlue Farms USA, Inc. and its subsidiaries, which assets included
our three current facilities located in Iowa.
On
May 25, 2021, we purchased certain parent and intellectual property rights from F&T and acquired all of its outstanding shares in
NAS, thereby making NAS our wholly-owned subsidiary, for $3.0 million in cash and 13,861,386 shares of NaturalShrimp Common Stock.
On
August 25, 2021, through NAS, we entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC and a Technology Rights
Agreement with Hydrenesis Aquaculture LLC. The Equipment Rights Agreement relates to specialized and proprietary equipment used to produce
and control, dose, and infuse Hydrogas® and RLS® into both water and other chemical species, while the
Technology Rights Agreement provides us with a sublicense to the rights to Hydrogas® and RLS®.
The
Company has three wholly-owned subsidiaries: NSC, NS Global, and NAS, and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability
company.
During
September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s. Further, during
February of 2025, the receiver submitted a motion to sell substantially all of the Company’s assets to Streeterville and
Bucktown Capital for an approximate credit bid of $35.7 million and $100,000 in cash. The motion to sell was approved by the court
on March 30, 2025. The Company believes that it continued to function as a going concern until the date of the approved sale. As
such, the Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024
through March 30, 2025. Furthermore, in accordance with ASC 205-30, Liquidation
Basis of Accounting, the Company has presented its financial statements (using a convenience date) as of March 31, 2025 under
the liquidation basis of accounting. As such, the financial statements included in the filing also include a Statement of Net
Liabilities in liquidation as of March 31, 2025. As there was only a one-day period between the time liquidation became imminent and
the end of the reporting period, a Statement of Changes in Net Assets (liabilities) in liquidation has not been provided.
During the year ended March 31, 2026, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately $36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.
As discussed above, the Company ceased being a going concern on March 30, 2025 and, subsequent to that date, began applying the liquidation
basis of accounting. As such, the Company believes that a discussion of its results of operations, whether that includes i) comparing
the liquidation basis period to the going concern period or ii) comparing the going concern period ended March 30, 2025 to the prior year
period ended March 31, 2024 would not be informative.
At
March 31, 2025, we had cash on hand of $101,969. As discussed in the filing, the Company has liquidated its primary operating assets
in order to settle its outstanding debt with Streeterville and Buckstown Capital. At the time of this filing, the Company does not have
a finalized plan regarding the settlement of its remaining outstanding liabilities or an exact timeline regarding its liquidation process.
Fair
Value Measurement
The
fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement
that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes
a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance
are described below:
Level
1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level
2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the
full term of the asset or liability; or Level
3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
by little or no market activity).
The
derivative and warrant liabilities are Level 3 fair value measurements.
In
accordance with ASC 205-30, Liquidation Basis of Accounting, the Company will prepareprepares its financial statements using the liquidation
basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for
liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote
that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation
is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
Recently Issued Accounting Standards
As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting Company (“SRC”) we are not required to provide this information.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Intellectual Property Agreement with Hydrenesis, Inc.”
Removed heading “Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures”
Largest changes
“During the three months ended June 30, 2026, the Company had very limited activity other than the closing of the perpetual license agreement with Hydrenesis. Further, as a result of moving to the going concern basis of accounting during June of 2026 the Company has not presented going concern financial statements for the comparative period.”see in full comparison
“Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures”see in full comparison
“The Company had limited liquidity as of June 30, 2026 and is currently working on a plan with its existing creditors in hopes to settle its outstanding obligations through the issuance of preferred shares. In addition, the Company has entered into an equity line of credit agreement whereby it could receive up to $5,000,000 in exchange for the issuance of common shares. The agreement requires the Company to achieve certain milestones prior to drawing on the equity line of credit. No funds were received from the agreement as of June 30, 2026.”see in full comparison
“The Company had limited liquidity as of December 31, 2025 and is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers and ii) loans and the corresponding accrued interest.”see in full comparison
“On June 25, 2026, NaturalShrimp Inc, Hydrenesis, Inc., and David Antelo entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (the “Amendment”). The amendment confirmed that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June 25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed technology in aquaculture and related fields. …”see in full comparison
Full comparison: every changed paragraph (12)
As
used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,”
and “our” refer to NaturalShrimp Incorporated and its wholly-owned subsidiaries.
Use
of Generally Accepted Accounting Principles (“GAAP”) Financial Measures
We
use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate
to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and
the notes thereto included elsewhere in this quarterly report. All references to dollar amounts in this section are in United States
dollars, unless expressly stated otherwise.
The agreement with Hydrenesis was not yet
consummated as of the date of this filing.
Intellectual Property Agreement with Hydrenesis, Inc.
On June 25, 2026, NaturalShrimp Inc, Hydrenesis, Inc., and David Antelo entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (the “Amendment”). The amendment confirmed that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June 25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed technology in aquaculture and related fields. However, as of June 30, 2026, i) the Company’s outstanding obligation to Hydrenesis had not been extinguished ii) No Series P or Series L preferred shares were issued and iii) no other existing liabilities or obligations (including preferred shares) were restructured, amended, cancelled or exchanged.
The Company had limited liquidity as of June 30, 2026 and is currently working on a plan with its existing creditors in hopes to settle its outstanding obligations through the issuance of preferred shares. In addition, the Company has entered into an equity line of credit agreement whereby it could receive up to $5,000,000 in exchange for the issuance of common shares. The agreement requires the Company to achieve certain milestones prior to drawing on the equity line of credit. No funds were received from the agreement as of June 30, 2026.
The
Company had limited liquidity as of December 31, 2025 and is currently working on a plan with its existing creditors on how to settle
its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers and ii) loans
and the corresponding accrued interest.
During the three months ended June 30, 2026, the Company had very limited activity other than the closing of the perpetual license agreement with Hydrenesis. Further, as a result of moving to the going concern basis of accounting during June of 2026 the Company has not presented going concern financial statements for the comparative period.
During
the nine months ended December 31, 2025, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately
$36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date
of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets
were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.
As
the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued
accounting standards that would be material to its financial statements.
SHMP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding SHMP (13F)
None of the 59 investors we track reported a position in their latest 13F.