Trans American Aquaculture Reports Material Agreement & Equity Sales

TL;DR

TAQA signed a deal, took on debt, and sold stock on May 16th.

AI Summary

Trans American Aquaculture, Inc. entered into a material definitive agreement on May 16, 2024, which also created a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement, financial obligations, and the unregistered sales are not provided in this excerpt.

Why It Matters

This filing indicates new financial commitments and potential dilution from equity sales, which could impact the company's financial health and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and direct financial obligations, suggesting potential financial risks and the creation of new debt or equity.

Key Players & Entities

• Trans American Aquaculture, Inc. (company) — Issuer
• May 16, 2024 (date) — Date of earliest event reported
• 000-56640 (other) — Commission File Number
• 02-0685828 (other) — I.R.S. Employer Identification No.
• 1022 Shadyside Lane Dallas, TX 75223 (address) — Principal executive offices
• 972-358-6037 (phone_number) — Issuer's telephone number

FAQ

Key Financial Figures

• $350,000 — missory note in the principal amount of $350,000 (the " Note "). Commencing on Issue Dat
• $12,500 — the Note will accrue fixed interest at $12,500 per month. Interest only payments are d
• $100 — igated to make a late payment charge of $100 per day. In the event of an "Event of D
• $0.0039 — hares of Common Stock of the Company at $0.0039 per share, subject to a beneficial owne
• $0.0036 — e Company's Common Stock exercisable at $0.0036 per share (the " Warrants "). The Warra
• $5,600,000 — 017 in the original principal amount of $5,600,000, and the Deed of Trust executed by the
• $77,374.56 — obligation of the Company to pay to KAF $77,374.56. Item 2.03 Creation of a Direct Financ

Filing Documents

• transaqua_8k.htm (8-K) — 28KB
• 0001683168-24-004502.txt ( ) — 193KB
• grps-20240516.xsd (EX-101.SCH) — 3KB
• grps-20240516_lab.xml (EX-101.LAB) — 33KB
• grps-20240516_pre.xml (EX-101.PRE) — 22KB
• transaqua_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. IG Holdings Loan On May 16, 2024 (the " Issue Date "), Trans American Aquaculture, Inc., a Colorado corporation (the " Company "), issued to IG Holdings, Inc. and Iron Rings Holdings, LLC (the " Lenders ") a secured promissory note in the principal amount of $350,000 (the " Note "). Commencing on Issue Date, the Note will accrue fixed interest at $12,500 per month. Interest only payments are due one month from the Issue Date until maturity. If the Company fails to make any interest or principal payments, all unpaid amounts will accrue interest at 60% per annum. There is no pre-payment penalty associated with the Note. The Note matures on December 16, 2024 (the " Maturity Date "). In the event the Company fails to make a payment of either interest or principal, it will be obligated to make a late payment charge of $100 per day. In the event of an "Event of Default," as defined in the Note, any unpaid portion of the Note will be convertible into shares of Common Stock of the Company at $0.0039 per share, subject to a beneficial ownership limitation of 4.99%. The Note is secured by the Security Agreement dated May 16, 2024 between the Company and the Lenders (the "Security Agreement"). Under the Security Agreement, the Company granted to the Lenders a first deed of trust interest in the "Hutts Property" (as defined in the Security Agreement) and a second deed of trust interest in the "Farm Property" (as defined in the Security Agreement). As consideration for the issuance of the Note, the Company issued to Honor Enterprise Funding, LLC warrants to purchase 97,222,222 shares of the Company's Common Stock exercisable at $0.0036 per share (the " Warrants "). The Warrants have a cashless exercise provision, aren't exercisable for three months after the Issue Date, and terminate three years from the Issue Date. Forbearance and Modification Agreement On May 31, 2024, the Company entered into a Forbearance and Mod

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure in Item 1.01 under the subheading " IG Holdings Loan " is incorporated by reference into this Item 2.03 herein. The securities above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. The Warrants were issued as a finder's fee to Honor Enterprise Funding, LLC in connection with the sales of the securities above. 2

SIGNATURES

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: June 26, 2024 By: /s/ Adam Thomas Adam Thomas, Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR