Trans American Aquaculture Reports Material Agreement and Equity Sale

TL;DR

Trans American Aquaculture signed a big deal and sold some stock.

AI Summary

Trans American Aquaculture, Inc. filed an 8-K on September 23, 2025, reporting on events that occurred on September 17, 2025. The filing indicates the company entered into a Material Definitive Agreement and also engaged in Unregistered Sales of Equity Securities.

Why It Matters

This filing signals significant corporate actions, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities, which can sometimes indicate dilution or less transparent capital raising activities.

Key Players & Entities

• Trans American Aquaculture, Inc. (company) — Filer of the 8-K report
• September 17, 2025 (date) — Date of earliest event reported
• September 23, 2025 (date) — Filing date of the 8-K
• 000-56640 (company) — Commission File Number

FAQ

Key Financial Figures

• $60,000 — eferred Stock for an aggregate of up to $60,000 ($1,000 for each share of Series D Pref
• $1,000 — tock for an aggregate of up to $60,000 ($1,000 for each share of Series D Preferred St
• $3,000 — Series D Preferred Stock and deducting $3,000 in legal fees which may be issued in sh
• $0.000345 — 0 shares of Common Stock exercisable at $0.000345 per share and terminating on September
• $140,000 — pay to the Consultant a retainer fee of $140,000 in cash or of the Company's preferred s
• $30,000 — he Company will pay Consultant a fee of $30,000 per month for a total of (i) $360,000 i
• $360,000 — of $30,000 per month for a total of (i) $360,000 in cash, or (ii) the Company's preferre

Filing Documents

• transaqua_8k.htm (8-K) — 29KB
• 0001683168-25-007183.txt ( ) — 187KB
• grps-20250917.xsd (EX-101.SCH) — 3KB
• grps-20250917_lab.xml (EX-101.LAB) — 33KB
• grps-20250917_pre.xml (EX-101.PRE) — 22KB
• transaqua_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement with GHS Investments On September 17, 2025, Trans American Aquaculture, Inc., a Colorado corporation (the " Company "), entered into a Securities Purchase Agreement (the " SPA ") with GHS Investments LLC (" GHS ") pursuant to which the Company may sell to GHS up to an aggregate of 63 shares of Series D Preferred Stock for an aggregate of up to $60,000 ($1,000 for each share of Series D Preferred Stock and deducting $3,000 in legal fees which may be issued in shares of Series D Preferred Stock). At the initial closing on September 18, 2025, GHS purchased 19 shares of Series D Preferred Stock (with three shares issued to cover legal fees) and was issued an additional six shares of Series D Preferred Stock as commitment shares. Subject to the terms of the SPA, the Company may sell and GHS may purchase up to an additional 44 shares of Series D Preferred Stock in additional closings. In addition, pursuant to the SPA and at each closing, the Company agreed to issue to GHS warrants to purchase shares of the Company's Common Stock equal to 50% of the number of Conversion Shares issuable upon conversion of the shares of Series D Preferred Stock purchased by GHS with an exercise price of 115% of the closing bid price the trading day prior to each issuance. At the initial closing on September 18, 2025, the Company issued to GHS warrants to purchase up to 71,250,000 shares of Common Stock exercisable at $0.000345 per share and terminating on September 18, 2030. Consulting Agreement with Redhawk Investment Group On September 17, 2025, the board of directors of the Company approved the Consulting Agreement (the " Agreement ") dated June 12, 2025 (the " Effective Date ") with Redhawk Investment Group, LLC, a Nevada Limited Liability Company (" RIG " or the " Consultant ") pursuant to which the Company engaged RIG to provide strategic advice and consulting services, on an as needed basis as

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure in Item 1.01 is incorporated by reference into this Item 3.02 herein. The sales of Series D Preferred Stock and warrants were made in reliance on Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the " Securities Act "), and were made without general solicitation or advertising. The purchaser represented that it was an "accredited investor" with access to information about the Company sufficient to evaluate the investment and that the securities were being acquired without a view to distribution or resale in violation of the Securities Act. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities. 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: September 23, 2025 By: /s/ Adam Thomas Adam Thomas, Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR