Trans American Aquaculture, Inc 8-K

What Happened
Trans American Aquaculture, Inc. (GRPS) announced on March 26, 2026 that it entered a Securities Purchase Agreement (SPA) with GHS Investments LLC under which it sold Series D Preferred Stock and issued related warrants. At the initial closing, GHS purchased 59 shares of Series D Preferred Stock for $1,000 per share (plus six additional commitment shares issued to GHS) and received warrants to buy the company’s Common Stock.

Key Details

• Initial closing date: March 26, 2026; purchaser: GHS Investments LLC.
• Cash raised at initial closing: $59,000 (59 shares × $1,000); GHS also received 6 commitment shares. Company may sell up to 13 additional shares at $1,000 each at GHS’s option in later closings.
• Series D terms: stated value $1,200 per share; dividends accrue at 8% per annum of stated value, paid quarterly in cash or, at the company’s option, in additional Series D shares. $3,000 legal fee reimbursable to GHS (cash or shares).
• Warrants: at initial closing the company issued a warrant to purchase up to 243,750,000 shares of Common Stock at $0.000161 per share, expiring March 26, 2031; warrants include full‑ratchet anti‑dilution protection and a beneficial ownership cap of 4.99% (movable up to 9.99% on notice).
• Securities sold in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D; purchaser represented it is an accredited investor; no commissions were paid.

Why It Matters
This filing documents a small cash financing and issuance of highly preferential securities that can be dilutive. The Series D carries an 8% annual dividend based on a $1,200 stated value and the associated warrants (large in share count and with strong anti‑dilution protection) could increase outstanding common shares substantially if exercised. Investors should note the immediate cash received was modest ($59,000) while the instruments issued could affect future share count, dividend obligations, and capital structure. The securities were sold in a private Reg D placement and are not registered for public resale.