{"url_path":"/sec/cik-0001465470/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1465470/0001493152-26-034166-index.html","accession_number":"0001493152-26-034166","cik":"0001465470","ticker":null,"issuer_name":"NaturalShrimp Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465470/0001493152-26-034166-index.html","primary_entity_key":"0001465470","primary_entity_name":"NaturalShrimp Inc"},"word_count":458,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 25, 2026, NaturalShrimp Inc. (“the Company”), Hydrenesis, Inc. (“Hydrenesis”), and David Antelo (“Mr.\nAntelo”) entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended\nand Restated Perpetual Field-of-Use License Terms (the “Amendment”). Mr. Antelo is the Company’s Chief Executive Officer,\nChief Financial Officer and sole director and the Chief Executive Officer of Hydrenesis. Former Company officers Gerald Easterling, Thomas\nUntermeyer, and William Delgado also executed the Amendment in their individual capacities to acknowledge the revised transaction structure,\nand not as current officers, directors, or representatives of the Company.\n\n \n\nThe\namendment confirms that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June\n25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed\ntechnology in aquaculture and related fields.\n\n \n\nAs\npart of the amended agreement, the Company will own any improvements it develops within the licensed field, subject to Hydrenesis’s\ncontinued ownership of the underlying licensed technology. The license may be terminated only for a material uncured breach after the\nnotice and cure periods stated in the Amendment and is intended to survive specified Company reorganizations, financing, changes in control,\nand asset sales. Qualifying sublicenses granted before any termination are preserved on the terms stated in the Amendment.\n\n \n\nSubject\nto the terms of the Amendment, the Company agreed to issue Series P preferred stock representing 10% economic ownership to Mr. Antelo\nand Series P-2 preferred stock representing 15% economic ownership to Hydrenesis each calculated on a fully diluted, as converted basis.\nAny equity issued to Hydrenesis will constitute consideration for the license, continuing technical and commercialization support, and\nthe conversion, restructuring, settlement, or release of the Company’s outstanding indebtedness to Hydrenesis as applicable.\n\n \n\nIn\naddition to the initial consideration discussed in the paragraph above, additional preferred shares may be earned (by Mr. Antelo and\nHydrenesis) upon achievement of specified milestones intended to reflect meaningful progress in the Company’s corporate and market\nreadiness, strategic development, commercialization, and financial performance. If all milestones are achieved, Mr. Antelo and Hydrenesis\nwould hold combined economic ownership of 65% of the Company (on an as-converted basis).\n\n \n\nThe\nparties also waived the closing condition requiring the Company’s remaining liabilities to be reduced to $1,000,000 or less. The\nwaiver did not release, settle, or modify any Company liability. As of\nJune 25, 2026, the preferred shares had not been issued, and the indebtedness owed to Hydrenesis had not been converted, settled, or\nreleased.\n\n \n\nThe\nAmendment does not modify the governance transition previously disclosed by the Company.\n\n \n\nThe\nforegoing summary is qualified in its entirety by the Amendment, filed as Exhibit 10.1 and incorporated herein by reference."}