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Tuesday, September 23, 2025 8:24:59 AM
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 determined by the mutual agreement of both Consultant and the Company,
with regard to the Company including but not limited to: (i) facilitation with potential partners and joint venture opportunities, and (ii) facilitation with mergers
and possible acquisitions.
The term of the Agreement is 12 months from the Effective Date, and can be extended by the mutual written consent of the parties. The Agreement may be
terminated only: (i) By the Consultant for any reason upon 30 calendar days’ written notice prior to the completion of the initial term; or by the Consultant
upon default in the payment of any amounts due to Consultant pursuant to the Agreement, if such default continues for more than 15 days following receipt by
the Company from Consultant of written notice of such default and demand for payment, or (ii) by mutual agreement of the parties.
As consideration for the performance of the services to be provided by the Consultant under the Agreement, the Company will pay to the Consultant a retainer
fee of $140,000 in cash or of the Company’s preferred stock, and issued within five days of the Effective Date. As further consideration for the performance of
the Services, the Company will pay Consultant a fee of $30,000 per month for a total of (i) $360,000 in cash, or (ii) the Company’s preferred stock, and issued
within five days of the beginning of each calendar month.
“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 determined by the mutual agreement of both Consultant and the Company,
with regard to the Company including but not limited to: (i) facilitation with potential partners and joint venture opportunities, and (ii) facilitation with mergers
and possible acquisitions.
The term of the Agreement is 12 months from the Effective Date, and can be extended by the mutual written consent of the parties. The Agreement may be
terminated only: (i) By the Consultant for any reason upon 30 calendar days’ written notice prior to the completion of the initial term; or by the Consultant
upon default in the payment of any amounts due to Consultant pursuant to the Agreement, if such default continues for more than 15 days following receipt by
the Company from Consultant of written notice of such default and demand for payment, or (ii) by mutual agreement of the parties.
As consideration for the performance of the services to be provided by the Consultant under the Agreement, the Company will pay to the Consultant a retainer
fee of $140,000 in cash or of the Company’s preferred stock, and issued within five days of the Effective Date. As further consideration for the performance of
the Services, the Company will pay Consultant a fee of $30,000 per month for a total of (i) $360,000 in cash, or (ii) the Company’s preferred stock, and issued
within five days of the beginning of each calendar month.
my posts are an OPINION - based on facts. Do your DD
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