Material Agreement, Private Placement (Form 8-K)

Securities Purchase Agreement with GHS Investments

On March 26, 2026, 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 agreed to sell to GHS, at the initial closing, fifty-nine (59) shares of Series D Preferred Stock at a purchase price of $1,000 per share, for an aggregate purchase price of $59,000 (with $3,000 in legal fees reimbursable to GHS, which may be paid in cash or in shares of Series D Preferred Stock). Each share of Series D Preferred Stock has a stated value of $1,200 per share. At the initial closing on March 26, 2026, GHS purchased 59 shares of Series D Preferred Stock and was issued an additional six shares of Series D Preferred Stock as commitment shares. Subject to the terms of the SPA, including the filing by the Company of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and satisfaction of applicable equity conditions, the Company may sell and GHS may purchase, at GHS's discretion, up to an additional 13 shares of Series D Preferred Stock in one or more additional closings at $1,000 per share. The Series D Preferred Stock accrues dividends at a rate of eight percent per annum of the stated value, paid quarterly in cash or, at the Company's discretion, in additional shares of Series D Preferred Stock.

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 equal to 115% of the closing bid price of the Common Stock on the trading day immediately preceding each issuance. At the initial closing on March 26, 2026, the Company issued to GHS a warrant to purchase up to 243,750,000 shares of Common Stock at an exercise price of $0.000161 per share, expiring on March 26, 2031. The warrants contain full-ratchet anti-dilution adjustment provisions and a beneficial ownership limitation of 4.99% (subject to increase to up to 9.99% upon notice by the holder).

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 Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder, 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.