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NaturalShrimp (OTC: SHMP) details IP license and potential 65% ownership shift

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

NaturalShrimp Incorporated, now legally named BlueFuture Aquatics, Inc., amended its agreement with Hydrenesis to secure a perpetual, worldwide, exclusive and sublicensable license to Hydrenesis’s aquaculture technology, confirming that an earlier planned intellectual property transfer did not occur. The company agreed to issue Series P preferred stock representing 10% economic ownership to CEO David Antelo and Series P-2 preferred stock representing 15% economic ownership to Hydrenesis, all on a fully diluted, as-converted basis, with additional preferred shares potentially increasing their combined economic ownership to 65% upon milestone achievement. A prior closing condition requiring liabilities to be reduced to $1,000,000 or less was waived, and as of June 25, 2026, no preferred shares had been issued and Hydrenesis debt had not been converted, settled, or released. The company also formally changed its legal name to BlueFuture Aquatics, Inc., while its OTC name and symbol remain NaturalShrimp Incorporated and SHMP until FINRA processes the change.

Positive

  • None.

Negative

  • Potential 65% economic ownership concentration: If all milestones are achieved, CEO David Antelo and Hydrenesis together could hold 65% of the company’s economic ownership on an as-converted basis, implying substantial dilution and a major shift in economic control for existing shareholders.

Filing Explained

The perpetual license is operative, but the planned preferred-stock transfer remains conditional and has not yet changed issued ownership.

The amendment makes the aquaculture license effective on June 25, 2026, with NaturalShrimp owning improvements it develops in the licensed field while Hydrenesis retains the underlying technology.

The license can be terminated only for a material uncured breach after the stated notice and cure periods, and qualifying sublicenses granted before termination are preserved under the agreement. It is also intended to survive specified reorganizations, financings, changes in control, and asset sales.

The related preferred-stock issuance remains conditional on a final capitalization schedule, applicable law, required approvals, and effective certificates of designation; as of the July 22, 2026 report date, no shares had been issued.

Any securities issued under the amendment would be restricted securities issued under an available registration exemption.

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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series P economic ownership 10% economic ownership Series P preferred stock to be issued to CEO David Antelo on a fully diluted, as-converted basis
Series P-2 economic ownership 15% economic ownership Series P-2 preferred stock to be issued to Hydrenesis on a fully diluted, as-converted basis
Maximum combined economic ownership 65% Potential combined economic ownership of Antelo and Hydrenesis if all milestones are achieved
Liability reduction condition $1,000,000 Prior closing condition on remaining liabilities that was waived in the amended agreement
Name change effective date February 11, 2026 Effective date of corporate name change from NaturalShrimp Incorporated to BlueFuture Aquatics, Inc.
Amendment execution date June 25, 2026 Date the First Amendment and Amended and Restated Perpetual Field-of-Use License Terms were signed
perpetual, worldwide, exclusive, and sublicensable license regulatory
"Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license"
fully diluted, as converted basis financial
"each calculated on a fully diluted, as converted basis"
restricted securities regulatory
"Any securities issued under the Amendment will be restricted securities"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Regulation D regulatory
"in reliance upon an available exemption from registration under Section 4(a)(2)... and/or Regulation D"
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.
Section 4(a)(2) of the Securities Act regulatory
"exemption from registration under Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
FINRA regulatory
"The Company has not submitted the name change to FINRA"
FINRA is the U.S. self‑regulatory organization that oversees brokerage firms and individual brokers, setting and enforcing rules to protect investors and keep markets orderly. Think of it as a referee and rulebook keeper for the broker industry: it licenses brokers, monitors their behavior, enforces standards, and runs complaint and arbitration systems, so investors can check records and have a path to resolve disputes.

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

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FAQ

What did NaturalShrimp (SHMP) change in its agreement with Hydrenesis?
The company replaced a planned IP transfer with a perpetual, worldwide, exclusive, sublicensable license to Hydrenesis’s aquaculture technology. NaturalShrimp will own improvements it develops in the licensed field, while Hydrenesis retains ownership of the underlying technology.

How much economic ownership will the new preferred stock give insiders at SHMP?
The company agreed to issue Series P preferred stock representing 10% economic ownership to CEO David Antelo and Series P-2 preferred stock representing 15% to Hydrenesis, all calculated on a fully diluted, as-converted basis, subject to corporate approvals and designations.

What is the potential maximum combined ownership for Antelo and Hydrenesis at SHMP?
If all specified milestones are achieved, CEO David Antelo and Hydrenesis could together reach 65% economic ownership of the company on an as-converted basis. These milestones relate to corporate readiness, strategic development, commercialization, and financial performance.

Have the Series P and Series P-2 preferred shares at SHMP been issued yet?
As of June 25, 2026, no Series P or Series P-2 shares had been issued, and the related certificates of designation had not been filed. Indebtedness owed to Hydrenesis also had not been converted, settled, or released at that date.

How is SHMP handling securities law compliance for the new preferred shares?
Any securities issued under the amended agreement will be restricted securities offered in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, subject to applicable law and required corporate approvals.

What name and ticker does SHMP currently trade under after the corporate name change?
The legal name changed to BlueFuture Aquatics, Inc. effective February 11, 2026, but the OTC market listing remains NaturalShrimp Incorporated with trading symbol SHMP until FINRA processes the name and symbol change request.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): June 25, 2026

 

NATURALSHRIMP INCORPORATED

(Exact name of registrant as specified in its charter)

 

Nevada   000-54030   74-3262176

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1200 N Federal Hwy Suite 200, Boca Raton, FL 33432

(Address of principal executive offices) (Zip Code)

 

(561) 716-0684

(Registrant’s telephone number, including area code)

 

NATURALSHRIMP INCORPORATED

(Former name or former address, if changed since last report)

 

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:

 

☐ 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
N/A   N/A   N/A

 

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

 

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. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on March 30, 2026 under the Company’s former name (the “Original Form 8-K”). It amends and supplements the disclosure under Items 1.01 and 3.02 concerning the March 17, 2026, Intellectual Property Acquisition and Management Transition Agreement (the “Original Agreement”), corrects the registrant’s legal name, and adds Item 5.03. Except as stated in this amendment, the Original Form 8-K remains unchanged.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 25, 2026, NaturalShrimp Inc. (“the Company”), Hydrenesis, Inc. (“Hydrenesis”), and David Antelo (“Mr. 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”). Mr. Antelo is the Company’s Chief Executive Officer, Chief Financial Officer and sole director and the Chief Executive Officer of Hydrenesis. Former Company officers Gerald Easterling, Thomas Untermeyer, and William Delgado also executed the Amendment in their individual capacities to acknowledge the revised transaction structure, and not as current officers, directors, or representatives of the Company.

 

The amendment confirms 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.

 

As part of the amended agreement, the Company will own any improvements it develops within the licensed field, subject to Hydrenesis’s continued ownership of the underlying licensed technology. The license may be terminated only for a material uncured breach after the notice and cure periods stated in the Amendment and is intended to survive specified Company reorganizations, financing, changes in control, and asset sales. Qualifying sublicenses granted before any termination are preserved on the terms stated in the Amendment.

 

Subject to the terms of the Amendment, the Company agreed to issue Series P preferred stock representing 10% economic ownership to Mr. Antelo and Series P-2 preferred stock representing 15% economic ownership to Hydrenesis each calculated on a fully diluted, as converted basis. Any equity issued to Hydrenesis will constitute consideration for the license, continuing technical and commercialization support, and the conversion, restructuring, settlement, or release of the Company’s outstanding indebtedness to Hydrenesis as applicable.

 

In addition to the initial consideration discussed in the paragraph above, additional preferred shares may be earned (by Mr. Antelo and Hydrenesis) upon achievement of specified milestones intended to reflect meaningful progress in the Company’s corporate and market readiness, strategic development, commercialization, and financial performance. If all milestones are achieved, Mr. Antelo and Hydrenesis would hold combined economic ownership of 65% of the Company (on an as-converted basis).

 

The parties also waived the closing condition requiring the Company’s remaining liabilities to be reduced to $1,000,000 or less. The waiver did not release, settle, or modify any Company liability. As of June 25, 2026, the preferred shares had not been issued, and the indebtedness owed to Hydrenesis had not been converted, settled, or released.

 

The Amendment does not modify the governance transition previously disclosed by the Company.

 

The foregoing summary is qualified in its entirety by the Amendment, filed as Exhibit 10.1 and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As described in Item 1.01, the Amendment revised the terms of the Series P and Series P-2 Preferred Stock issuances contemplated by the Original Agreement. Subject to the final capitalization schedule, applicable law, required corporate approvals, and the filing and effectiveness of the applicable certificates of designation, the Company agreed to issue Series P Preferred Stock to Mr. Antelo and Series P-2 Preferred Stock to Hydrenesis. As of the date of this report, the applicable certificates of designation had not been filed and no shares of either series had been issued. Any securities issued under the Amendment will be restricted securities issued in reliance upon an available exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D.

 

2
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective February 11, 2026, the Company amended its Articles of Incorporation to change its legal name from NaturalShrimp Incorporated to BlueFuture Aquatics, Inc.

 

The Company has not submitted the name change to FINRA. It intends to notify FINRA of the name change and request a new trading symbol. Until FINRA processes the requested changes, the OTC market name remains NaturalShrimp Incorporated and the trading symbol remains SHMP. The Articles of Amendment are filed as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Articles of Amendment changing the Company’s legal name from NaturalShrimp Incorporated to BlueFuture Aquatics, Inc., effective February 11, 2026 (filed herewith).
10.1   First Amendment to Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms, dated June 25, 2026 (filed herewith).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3
 

 

SIGNATURES

 

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

 

Date: July 22, 2026 NaturalShrimp Incorporated
     
  By:

/s/ David Antelo

   

David Antelo

Chief Executive Officer

 

4

 

Source: View Original Filing on SEC EDGAR

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