Trans American Aquaculture raises $59K via preferred

Q: What financing agreement did GRPS enter with GHS Investments?

Trans American Aquaculture (GRPS) entered a Securities Purchase Agreement with GHS Investments LLC. The company agreed to sell Series D Preferred Stock and issue warrants, providing new financing through a private placement exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.

Q: How much capital did GRPS initially raise from the Series D Preferred Stock?

GRPS raised $59,000 at the initial closing by selling 59 shares of Series D Preferred Stock at $1,000 per share. GHS also received six additional Series D commitment shares, increasing its preferred position without extra cash paid at closing.

Q: What are the key terms of GRPS’s Series D Preferred Stock?

Each Series D Preferred share has a $1,200 stated value and accrues 8% annual dividends, paid quarterly in cash or additional preferred shares. These terms give investors a fixed return and potential additional equity if the issuer chooses payment in kind instead of cash dividends.

Q: Was GRPS’s issuance of Series D Preferred and warrants a registered public offering?

No. GRPS sold the Series D Preferred Stock and warrants through a private offering relying on Section 4(a)(2) and Rule 506 of Regulation D. The purchaser represented accredited investor status, and no sales commissions were paid in connection with these securities.

Q: What is the beneficial ownership limitation in GRPS’s warrant to GHS?

The warrant issued to GHS includes a 4.99% beneficial ownership limitation, which can be increased up to 9.99% upon notice by the holder. This cap restricts how many GRPS common shares GHS can beneficially own at any time through warrant exercises and other holdings.

Trans American Aquaculture, Inc. entered a Securities Purchase Agreement with GHS Investments LLC for 59 shares of Series D Preferred Stock at $1,000 per share, for $59,000 at the initial closing on March 26, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trans American Aquaculture, Inc. entered a Securities Purchase Agreement with GHS Investments LLC for 59 shares of Series D Preferred Stock at $1,000 per share, for $59,000 at the initial closing on March 26, 2026.

Each share has a stated value of $1,200 and accrues 8% annual dividends, payable in cash or additional preferred shares. GHS also received six commitment shares and a warrant to purchase up to 243,750,000 common shares at $0.000161 per share, expiring March 26, 2031, with full-ratchet anti-dilution and a 4.99% beneficial ownership limit, adjustable up to 9.99%. The company may sell up to 13 additional Series D shares. The securities were sold privately under Section 4(a)(2) and Rule 506 of Regulation D with no sales commissions.

Insights

GRPS raises modest cash but issues large, highly dilutive warrants in a private preferred stock deal.

Trans American Aquaculture issued $59,000 of Series D Preferred Stock to GHS Investments, plus six commitment shares, and may sell up to 13 more shares subject to conditions. The preferred carries an $1,200 stated value and 8% annual dividends.

The initial closing also included a warrant for up to 243,750,000 common shares at $0.000161, expiring on March 26, 2031, with full-ratchet anti-dilution and a 4.99% beneficial ownership cap, potentially up to 9.99%. These features can significantly expand the share count over time depending on conversions and exercises.

The transaction relied on Section 4(a)(2) and Rule 506 of Regulation D, with GHS represented as an accredited investor and no sales commissions. Future company disclosures can clarify how much of the available preferred stock and warrant capacity is ultimately used.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Initial Series D shares sold: 59 shares Initial cash proceeds: $59,000 Series D stated value: $1,200 per share +5 more

8 metrics

Initial Series D shares sold 59 shares Initial closing on March 26, 2026

Initial cash proceeds $59,000 59 Series D shares at $1,000 per share

Series D stated value $1,200 per share Stated value per Series D Preferred share

Dividend rate 8% per annum Dividends on stated value, payable quarterly

Additional Series D capacity 13 shares Maximum additional shares GHS may purchase under SPA

Warrant share amount 243,750,000 shares Common stock purchasable under warrant issued at initial closing

Warrant exercise price $0.000161 per share Exercise price for warrant expiring March 26, 2031

Beneficial ownership limit 4.99%, up to 9.99% Ownership cap embedded in GHS warrant

Key Terms

Securities Purchase Agreement, Series D Preferred Stock, full-ratchet anti-dilution, beneficial ownership limitation, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments LLC"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Series D Preferred Stock financial

"fifty-nine (59) shares of Series D Preferred Stock at a purchase price"

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

full-ratchet anti-dilution financial

"The warrants contain full-ratchet anti-dilution adjustment provisions"

A full-ratchet anti-dilution provision is a clause in preferred stock financing that adjusts an investor's conversion price if the company later sells shares at a lower price: the earlier investor's price is reset down to the new, lower price regardless of how many new shares are issued. It matters to investors and other shareholders because it preserves the economic ownership percentage for the protected investor after down-rounds; like resetting a coupon's value to match a cheaper sale, it can substantially change who owns what and how future gains are shared.

beneficial ownership limitation financial

"and a beneficial ownership limitation of 4.99% (subject to increase"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Regulation D regulatory

"and Rule 506 of Regulation D promulgated thereunder, and were made without"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor regulatory

"The purchaser represented that it was an “accredited investor” with access"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did GRPS enter with GHS Investments?

Trans American Aquaculture (GRPS) entered a Securities Purchase Agreement with GHS Investments LLC. The company agreed to sell Series D Preferred Stock and issue warrants, providing new financing through a private placement exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.

How much capital did GRPS initially raise from the Series D Preferred Stock?

GRPS raised $59,000 at the initial closing by selling 59 shares of Series D Preferred Stock at $1,000 per share. GHS also received six additional Series D commitment shares, increasing its preferred position without extra cash paid at closing.

What are the key terms of GRPS’s Series D Preferred Stock?

Each Series D Preferred share has a $1,200 stated value and accrues 8% annual dividends, paid quarterly in cash or additional preferred shares. These terms give investors a fixed return and potential additional equity if the issuer chooses payment in kind instead of cash dividends.

What warrant did GRPS issue to GHS alongside the preferred stock?

At the initial closing, GRPS issued GHS a warrant to purchase up to 243,750,000 common shares at an exercise price of $0.000161 per share. The warrant expires on March 26, 2031 and includes full-ratchet anti-dilution protection and a 4.99% beneficial ownership cap.

Can GRPS sell more Series D Preferred Stock under this agreement?

Subject to filing its Form 10-K for 2025 and meeting equity conditions, GRPS may sell up to 13 additional Series D shares to GHS at $1,000 per share. Any additional closing would also trigger more warrants based on the related conversion share calculations.

Was GRPS’s issuance of Series D Preferred and warrants a registered public offering?

No. GRPS sold the Series D Preferred Stock and warrants through a private offering relying on Section 4(a)(2) and Rule 506 of Regulation D. The purchaser represented accredited investor status, and no sales commissions were paid in connection with these securities.

What is the beneficial ownership limitation in GRPS’s warrant to GHS?

The warrant issued to GHS includes a 4.99% beneficial ownership limitation, which can be increased up to 9.99% upon notice by the holder. This cap restricts how many GRPS common shares GHS can beneficially own at any time through warrant exercises and other holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 11:12 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2026

Commission File Number 000-56640

TRANS AMERICAN AQUACULTURE, INC.

(Exact name of small business issuer as specified in its charter)

Colorado

02-0685828

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1022 Shadyside Lane

Dallas, TX 75223

(Address of principal executive offices)

(972) 358-6037

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Securities Purchase Agreement with GHS Investments

On March 26, 2026, Trans American Aquaculture, Inc., a Colorado corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments LLC (“GHS”) pursuant to which the Company agreed to sell to GHS, at the initial closing, fifty-nine (59) shares of Series D Preferred Stock at a purchase price of $1,000 per share, for an aggregate purchase price of $59,000 (with $3,000 in legal fees reimbursable to GHS, which may be paid in cash or in shares of Series D Preferred Stock). Each share of Series D Preferred Stock has a stated value of $1,200 per share. At the initial closing on March 26, 2026, GHS purchased 59 shares of Series D Preferred Stock and was issued an additional six shares of Series D Preferred Stock as commitment shares. Subject to the terms of the SPA, including the filing by the Company of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and satisfaction of applicable equity conditions, the Company may sell and GHS may purchase, at GHS's discretion, up to an additional 13 shares of Series D Preferred Stock in one or more additional closings at $1,000 per share. The Series D Preferred Stock accrues dividends at a rate of eight percent per annum of the stated value, paid quarterly in cash or, at the Company's discretion, in additional shares of Series D Preferred Stock.

In addition, pursuant to the SPA and at each closing, the Company agreed to issue to GHS warrants to purchase shares of the Company’s Common Stock equal to 50% of the number of Conversion Shares issuable upon conversion of the shares of Series D Preferred Stock purchased by GHS, with an exercise price equal to 115% of the closing bid price of the Common Stock on the trading day immediately preceding each issuance. At the initial closing on March 26, 2026, the Company issued to GHS a warrant to purchase up to 243,750,000 shares of Common Stock at an exercise price of $0.000161 per share, expiring on March 26, 2031. The warrants contain full-ratchet anti-dilution adjustment provisions and a beneficial ownership limitation of 4.99% (subject to increase to up to 9.99% upon notice by the holder).

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 is incorporated by reference into this Item 3.02 herein.

The sales of Series D Preferred Stock and warrants were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, and were made without general solicitation or advertising. The purchaser represented that it was an “accredited investor” with access to information about the Company sufficient to evaluate the investment and that the securities were being acquired without a view to distribution or resale in violation of the Securities Act. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Trans American Aquaculture, Inc.

Date: April 2, 2026	By:	/s/ Adam Thomas
		Adam Thomas, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Trans American Aquaculture raises $59K via preferred

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