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SERIES B PREFERRED STOCK
6 Months Ended
Jun. 30, 2026
SERIES B PREFERRED STOCK  
SERIES B PREFERRED STOCK

NOTE 8 – SERIES B PREFERRED STOCK

 

In connection with the asset purchase agreement (the “APA”), on May 13, 2025, the Board approved a certificate of designation, subsequently amended on July 29, 2025 and August 13, 2025, fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of the Series B Preferred Stock, a series of preferred stock of the Company. Of the Company’s 10,000,000 previously undesignated shares of preferred stock, par value $0.0001 per share, 50,000 shares were designated as Series B Preferred Stock as of May 14, 2025.

 

As consideration for the acquired assets pursuant to the APA, the Company issued 12,000 shares of Series B Preferred Stock to Streeterville as the sole shareholder of NaturalShrimp, at a stated value of $1,000 per share, for an aggregate purchase price of $12,000,000.

 

Also on May 14, 2025, the Company entered into a stock purchase agreement (the “SPA”) with Streeterville, pursuant to which the Company issued 3,000 shares of Series B Preferred Stock, at a stated value of $1,000 per share, to Streeterville, for the purchase price of $3,000,000. Additionally, pursuant to the SPA, Streeterville purchased an additional 500 shares of Series B Preferred Stock, at a stated value of $1,000 per share, on November 14, 2025 for a purchase price of $500,000. The SPA contains customary representations and warranties, covenants and agreements of the Company and Streeterville. The shares of Series B Preferred Stock were issued and sold to Streeterville without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

 

Beginning in December 2025, the Company entered into a series of exchange agreements with Streeterville pursuant to which shares of Series B Preferred Stock were exchanged for shares of the Company's common stock. As of December 31, 2025, the Company had exchanged 175 shares of Series B Preferred Stock for an aggregate of 323 shares of common stock, with the aggregate stated value of the exchanged preferred shares totaling $175,000. For the six months ended June 30, 2026 the Company exchanged 9,781 shares of Series B Preferred Stock for an aggregate of 511,768 shares of common stock, with the aggregate stated value of the exchanged preferred shares totaling $9,781,000.

 

As of June 30, 2026, there were 6,593 shares of Series B Preferred Stock outstanding and 131 shares were pending issuance.