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NaturalShrimp (SHMP) changes control, adds new CEO in Hydrenesis IP deal

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8-K

Rhea-AI Filing Summary

NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc. and David Antelo. The company will transition its operations toward commercializing aquaculture and water treatment technologies, and Hydrenesis will transfer specified intellectual property and related technology assets.

Approximately $1,034,112 of existing obligations to Hydrenesis will be converted into equity at closing, and new Series L, Series P, and Series P-2 Preferred Stock have been approved, with legacy preferred securities to be restructured, cancelled, or exchanged. A change in control occurred through the Agreement’s governance provisions and securities restructuring, and David Antelo was appointed Chief Executive Officer and sole director, replacing the prior CEO, CFO, and COO, whose resignations were not due to disagreements over operations, policies, or practices.

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Insights

NaturalShrimp shifts control, strategy, and capital structure via IP deal.

NaturalShrimp has executed an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis and David Antelo, combining a strategic pivot, IP acquisition, and governance overhaul. The company plans to focus on commercializing aquaculture and water treatment technologies anchored by the transferred intellectual property.

The Agreement converts about $1,034,112 of obligations to Hydrenesis into equity and introduces Series L, Series P, and Series P-2 Preferred Stock while legacy preferred securities are restructured or eliminated. This reshapes the capital stack and may meaningfully affect existing holders depending on final terms embedded in the Certificates of Designation.

A formal change in control occurred through governance provisions that grant control over board composition and executive authority, along with the appointment of David Antelo as CEO and sole director. The entire prior senior team resigned without reported disagreements, which frames this as a negotiated transition. Future disclosures will clarify the new board structure and how the revised securities influence voting power and potential dilution.

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 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): March 17, 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.:

 

P.O. Box 1256, Dallas, TX 75225

Address:

 

(561) 716-0684

(Registrant’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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

   
☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

   
☐

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

   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange 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 (§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

 

On March 17, 2026, NaturalShrimp Incorporated (the “Company”) entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo (“Antelo”).

 

Pursuant to the Agreement:

 

  ● The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
     
  ● Governance and control of the Company has been transferred in accordance with the Agreement.
     
  ● Hydrenesis will transfer certain intellectual property and related technology assets to the Company (the “Transferred IP”);
     
  ● The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
     
  ● The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
     
  ● Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

 

The foregoing description is qualified in its entirety by reference to the full Agreement, which will be filed as an exhibit.

 

Item 3.02 Unregistered Sales of Equity Securities

 

In connection with the Agreement described in Item 1.01, the Company has approved the issuance of Series L, Series P, and Series P-2 Preferred Stock.

 

Such securities will be issued following the filing and effectiveness of the applicable Certificates of Designation and will be issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.

 

These securities will be subject to transfer restrictions and may not be offered or sold absent registration or an applicable exemption.

 

Item 5.01 Changes in Control of Registrant

 

On March 17, 2026, a change in control of the Company occurred.

 

The change in control resulted from:

 

●The execution of the Agreement;
   
●The governance provisions contained therein granting control over board composition and executive authority;

 

●The restructuring and elimination of legacy securities, including Series A and Series F Preferred Stock; and
   
●The appointment of David Antelo as Chief Executive Officer and sole director of the Company.

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

 

On March 17, 2026:

 

  ● Gerald Easterling, Chief Executive Officer and Director, resigned;
     
  ● Bill Delgado, Chief Financial Officer and Director, resigned;
     
  ● Tom Untermyer, Chief Operating Officer and Director, resigned;
     
  ● David Antelo was appointed as Chief Executive Officer and sole director of the Company, effective immediately;
     
  ● The Board is expected to be expanded to three (3) directors.

 

The resignations of the Prior Team were not the result of any disagreement with the Company regarding its operations, policies, or practices.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Form of Series L Preferred Stock Certificate of Designation (executed, to be filed)
     
3.2   Form of Series P Preferred Stock Certificate of Designation (executed, to be filed)
     
3.3   Form of Series P-2 Preferred Stock Certificate of Designation (executed, to be filed)
     
10.1   Intellectual Property Acquisition and Management Transition Agreement dated March 17, 2026
     
10.2   Form of Intellectual Property Assignment Agreement
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

NATURALSHRIMP INCORPORATED

 

By: /s/ David Antelo  
Name: David Antelo  
Title: Chief Executive Officer  

 

Date: March 30, 2026  

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What major agreement did NaturalShrimp (SHMP) enter with Hydrenesis?

NaturalShrimp entered an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis and David Antelo. The deal shifts operations toward aquaculture and water treatment technologies and transfers specific Hydrenesis intellectual property and related technology assets to NaturalShrimp as part of a broader strategic transition.

How does the Hydrenesis agreement affect NaturalShrimp’s debt to Hydrenesis?

Under the Agreement, NaturalShrimp’s outstanding obligation to Hydrenesis of about $1,034,112 will be converted into equity at closing. This replaces a liability with equity securities, tying Hydrenesis’s position more directly to the company’s future equity value and capital structure changes.

What change in control occurred at NaturalShrimp (SHMP) on March 17, 2026?

A formal change in control occurred on March 17, 2026. It resulted from execution of the Agreement, governance provisions granting control over board composition and executive authority, restructuring of legacy securities, and the appointment of David Antelo as Chief Executive Officer and sole director of NaturalShrimp.

Which executives resigned from NaturalShrimp (SHMP) and were there disagreements?

Gerald Easterling (CEO and Director), Bill Delgado (CFO and Director), and Tom Untermyer (COO and Director) all resigned. The company states these resignations were not due to any disagreement with NaturalShrimp regarding its operations, policies, or practices, indicating an orderly leadership transition.

What new preferred stock classes has NaturalShrimp approved?

NaturalShrimp approved Certificates of Designation for Series L, Series P, and Series P-2 Preferred Stock, with filing in Nevada expected. Existing liabilities, obligations, and legacy securities, including Series A and Series F Preferred Stock, are to be restructured, amended, cancelled, or exchanged into Series L Preferred Stock.

How will NaturalShrimp’s business focus change after this transaction?

The company will transition its operations toward commercialization of aquaculture and water treatment technologies. This shift is tied to the intellectual property and technology assets being transferred from Hydrenesis, aligning NaturalShrimp’s future strategy more directly with these technology platforms and markets.

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